Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.

Statement, as determined by market conditions.

securities included in this prospectus.

        Our common stock

Investing inresale of 1,931,819 shares of our common stock involvesissued to certain of the selling stockholders that purchased our common stock in a high degreeprivate placement transaction on December 22, 2009. In addition, we entered into a separate registration rights agreement in connection with a subordinated note and warrant purchase agreement, pursuant to which we agreed, at the holder’s election, to include in any registration statement that we file in respect of risk. See "Risk Factors" on page 4.

Theour securities the resale of 500,000 shares of our common stock offered or soldsubject to warrants issued by us under this prospectus have not been approved or disapproved bythe subordinated note and warrant purchase agreement.

the persons who manage us or sit on our Board of Directors or are our stockholders. Reference to “selling stockholders” refers to those stockholders listed herein under “Selling Stockholders” beginning on page 12 of this prospectus, who may sell shares from time to time as described in this prospectus. All trade names used in this prospectus are either our registered trademarks or trademarks of their respective holders.

2

ABOUT THIS PROSPECTUS

hereof. This prospectus is partdoes not constitute an offer to sell or a solicitation of a registration statement we filed with the Securities and Exchange Commission using a "shelf" registration process. Under this shelf process, the selling stockholders may sell upan offer to 929,086 shares of our Common Stock.

        This prospectus provides a description ofbuy any security other than the securities that may be offered from time to time. Each time the selling stockholders sell securities pursuant tocovered by this prospectus, if required, they will describe specific information about the offeringnor does it constitute an offer to or solicitation of any person in a prospectus supplement,any jurisdiction in which we will deliver with this prospectus. Such prospectus supplement, if any,such offer or solicitation may also add, update or change thenot lawfully be made.

Reference.”

Our principal executive offices are located at 460 Calle San Pablo, Camarillo,1401 N. Rice Avenue, Oxnard, California 93012.93030. Our telephone number is (805) 987-9000 and our website address ishttp://www.calamp.com. Information contained in our website is not a part of this prospectus.

you may lose all or part of your investment.

OUR BUSINESS IS SUBJECT TO MANY FACTORS THAT COULD CAUSE OUR QUARTERLY OR ANNUAL OPERATING RESULTS TO FLUCTUATE AND OUR STOCK PRICE TO BE VOLATILE.

        Our quarterlyDirecTV, accounted for 15.7% and annual operating results have fluctuated10.3%, respectively, of the Company’s consolidated revenues for fiscal 2009. Echostar and DirecTV in the pastaggregate accounted for 34.8% of CalAmp’s consolidated revenues for fiscal 2008 and may fluctuate significantly69.5% of its consolidated revenues for fiscal 2007. EF Johnson Technologies, Inc. accounted for 4.8%, 14.2% and 5.3% of CalAmp’s consolidated revenues for fiscal 2009, 2008 and 2007, respectively. The loss of Echostar, DirecTV or EFJ as a customer, a deterioration in the future due to a variety of factors, many of which are outside of our control. If our quarterly or annual operating results do not meet the expectations of securities analysts and investors, the trading price of our common stock could significantly decline. Some of the factors that could affect our quarterly or annual operating results include:

•

the timing and amount of, or cancellation or rescheduling of, orders for our products;



•

our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions; announcements, new product introductions and reductions in price of products offered by our competitors;



•

our ability to achieve cost reductions;



•

our ability to obtain sufficient supplies of sole or limited source components for our products;



•

our ability to achieve and maintain production volumes and quality levels for our products;



•

the volume of products sold and the mix of distribution channels through which they are sold;



•

the lossoverall business of any one of our major customers or a significant reduction in orders from those customers;



•

increased competition, particularly from larger, better capitalized competitors;



•

fluctuations in demand for our products and services; and



•

telecommunications and wireless market conditions specifically and economic conditions generally.

        Due in part to factors such as the timing of product release dates, purchase orders and product availability, significant volume shipments of products could occur at the end of our fiscal quarter. Failure to ship products by the end of a quarter may adversely affect our operating results. In the future, our customers may delay delivery schedules or cancel their orders without notice. Due to these

4

and other factors, quarterly revenue, expenses and results of operations could vary significantly in the future, and period-to-period comparisons should not be relied upon as indications of future performance.

BECAUSE SOME OF OUR KEY COMPONENTS ARE FROM SOLE SOURCE SUPPLIERS OR REQUIRE LONG LEAD TIMES, OUR BUSINESS IS SUBJECT TO UNEXPECTED INTERRUPTIONS, WHICH COULD CAUSE OUR OPERATING RESULTS TO SUFFER.

        Some of our key components are complex to manufacture and have long lead times. Also, some of our components are purchased from sole source vendors for which alternative sources are not readily available. In the event of a reduction or interruption of supply, or a degradation in quality, as many as six months could be required before we would begin receiving adequate supplies from alternative suppliers, if any. As a result, product shipments could be delayed and our revenues and results of operations would suffer. If we receive a smaller allocation of component parts than is necessary to manufacture products in quantities sufficient to meet customer demand, customers could choose to purchase competing products and we could lose market share.

OUR LACK OF PRODUCT DIVERSIFICATION MEANS THAT ANY DECLINE IN PRICE OR DEMAND FOR OUR PRODUCTS WOULD ADVERSELY AFFECT OUR BUSINESS.

        Our Satellite and Wireless Access products have accounted for substantially all of our historical revenue and are expected to do so for the foreseeable future. Consequently, a decline in the price of, or demand for, our Satellite or Wireless Access products, or their failure to achieve or maintain broad market acceptance, would adversely affect our business.

IF WE DO NOT MEET PRODUCT INTRODUCTION DEADLINES, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

        Our inability to develop new products or product features on a timely basis, or the failure of new products or product features to achieve market acceptance, could adversely affect our business. In the past, we have experienced design and manufacturing difficulties that have delayed our development, introduction or marketing of new products and enhancements which has caused us to incur unexpected expenses. In addition, some of our customers have conditioned their future purchases of our products on the addition of product features. In the past we have experienced delays in introducing new features. Furthermore, in order to compete in some markets, we will have to develop different versions of our existing products that operate at different frequencies and comply with diverse, new or varying governmental regulations in each market.

DEMAND FOR OUR PRODUCTS FLUCTUATES RAPIDLY AND UNPREDICTABLY, WHICH MAKES IT DIFFICULT TO MANAGE OUR BUSINESS EFFICIENTLY AND CAN REDUCE OUR GROSS MARGINS AND PROFITABILITY.

        Our cost structure is based in part on our expectations for future demand. Many costs, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed. The rapid and unpredictable shifts in demand for our products make it difficult to plan manufacturing capacity and business operations efficiently. If demand is significantly below expectations, we may be unable to rapidly reduce these fixed costs, which can diminish gross margins and cause losses. A sudden downturn may also leave us with excess inventory, which may be rendered obsolete as products evolve during the downturn and demand shifts to newer products. Our ability to reduce costs and expenses is further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing global customer base. Conversely, in sudden upturns, we sometimes incur significant costs to rapidly expedite delivery of components, procure scarce components and outsource additional manufacturing processes. These costs could reduce our gross margins and overall profitability. Any of these results could adversely affect our business.

5

BECAUSE WE SELL SOME OF OUR PRODUCTS IN COUNTRIES OTHER THAN THE UNITED STATES, SUBJECTING US TO DIFFERENT REGULATORY SCHEMES, AND WE HAVE A SIGNIFICANT FOREIGN SUPPLY BASE, WE MAY NOT BE ABLE TO DEVELOP PRODUCTS THAT WORK WITH THE DIFFERENT STANDARDS RESULTING IN OUR INABILITY TO SELL OUR PRODUCTS, AND, FURTHER, WE MAY BE SUBJECT TO POLITICAL, ECONOMIC, AND OTHER CONDITIONS AFFECTING SUCH COUNTRIES THAT COULD RESULT IN REDUCED SALES OF OUR PRODUCTS AND WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

        If our sales are to grow in the longer term, we must continue to sell our products in many different countries. Many countries require communications equipment used in their country to comply with unique regulations, including safety regulations, radio frequency allocation schemes and standards. If we cannot develop products that work with different standards, we will be unable to sell our products. If compliance proves to be more expensive or time consuming than we anticipate, our business would be adversely affected. Some countries have not completed their radio frequency allocation process and therefore we do not know the standards with which we would be forced to comply. Furthermore, standards and regulatory requirements are subject to change. If we fail to anticipate or comply with these new standards, our business and results of operations will be adversely affected.

        Sales to customers outside the U.S. accounted for 16.5% and 19.9% of our total sales for the fiscal years ended February 28, 2002 and 2001, respectively. Accordingly, we are subject to the political, economic and other conditions affecting countries or jurisdictions other than the U.S., including Africa, the Middle East, Europe and Asia. Additionally, a substantial portion of our components and subassemblies are procured from foreign suppliers located primarily in Hong Kong, mainland China, Taiwan, and other Pacific Rim countries. Any interruption or curtailment of trade between the countries in which we operate and their present trading partners, change in exchange rates, a significant shift in U.S. trade policy toward these countries or a significant downturn in the political, economic or financial condition of these countries could cause demand for and sales of our products to decrease, cause disruption of our supply channels or otherwise disrupt our operations, cause our costs of doing business to increase, or subject us to increased regulation including future import and export restrictions, any of which could adversely affect our business.

WE RELY ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES AND BUSINESS.

        We generate a significant portion of our sales from a relatively small number of customers. Sales to our four largest customers accounted for approximately 82% and 56% of total sales in the fiscal years ended February 28, 2002 and 2001, respectively. Furthermore, if the pending merger between Echostar Communications Corporation and DirectTv is consummated, our customer base could become even more concentrated because we sell, directly or indirectly, to both of these DBS system operators. The loss of,them, or a decrease in ordersthe volume of sales by oneany of them, could result in decreased sales for us and could have a material adverse impact on our ability to grow our business. A substantial decrease or moreinterruption in business from any of our majorthese key customers could adversely affect our sales,result in write-offs or in the loss of future business and reputation.

        In addition, Sprint,could have a material adverse effect on the largest MMDS license holder in the U.S., accounted for 62%Company’s business, financial condition or results of operations.

revenues.

OUR WIRELESS ACCESS BUSINESS IS SUBJECT TO RAPID TECHNOLOGY CHANGES, EVOLVING STANDARDS AND GOVERNMENT REGULATION.

Any of these actions taken by our customers could have a material adverse effect on the Company’s business, financial condition or results of operations.

•

existing, proposed or undeveloped technologies will not render our broadbandother wireless systems less profitable or less viable,



•

we will have the resources to acquire new technologies or to introduce new services that could compete with future technologies, or



•

we will be successful in responding to technological changes in a timely and cost effective manner.

        Additionally, regulatory changes by the U.S. Federal Communications Commission or by regulatory agencies outside the United States, including changes in the allocation of available frequency spectrum, could significantly affect our operations by restricting our development efforts, rendering current products obsolete, or increasing the opportunity for additional competition. There can be no assurance that new regulations will not be promulgated that could materially and adversely affect our business and operating results.

BECAUSE THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE GREATER RESOURCES THAN WE HAVE, WE CANNOT BE CERTAIN THAT OUR PRODUCTS WILL CONTINUE TO BE ACCEPTED IN THE MARKETPLACE OR CAPTURE INCREASED MARKET SHARE.

        The market for integrated microwave fixed point reception and transmission products is intensely competitive and characterized by rapid technological change, evolving standards, short product life cycles, and price erosion. We expect competition to intensify as currentour competitors expand their product offerings and new competitors enter the market. Given the highly competitive environment in which we operate, we cannot be sure that any competitive advantages currently enjoyed by our products wouldwill be sufficient to establish and sustain our products in the market. Any increase in price or other competition could result in erosion of our market share, to the extent we have obtained market share, and would have a negative impact on our financial condition and results of operations. We cannot provide assurance that we will have the financial resources, technical expertise or marketing and support capabilities to compete successfully.

        We face competition frombe volatile.

7

may also have pre-existing relationships withsome of our customerselectronic components are purchased from sole source vendors for which alternative sources are not readily available. In the event of a reduction or potential customers.interruption of supply, or a degradation in quality, as many as six months could be required before we would begin receiving adequate supplies from alternative suppliers, if any. As a result, theyproduct shipments could be delayed and revenues and results of operations could suffer. Furthermore, if we receive a smaller allocation of component parts than is necessary to manufacture products in quantities sufficient to meet customer demand, customers could choose to purchase competing products and we could lose market share. Any of these events could have a material adverse effect on the Company’s business, financial condition or results of operations.

        We believe our principal competitors include or will include REMEC, Sharp, Channelmaster, Andrew Corp., Signal Technology, IP Wireless and NextNet. In addition, there have been a number of announcements by other companies, including smaller emerging companies, that they intend to enter the market segments adjacent to orsucceed in those addressed by our products.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, AND OUR COMPETITORS MAY BE ABLE TO OFFER SIMILAR PRODUCTS AND SERVICES THAT WOULD HARM OUR COMPETITIVE POSITION.

        Our success depends,wireless data communications markets may depend, in large part, upon our intellectual property.property for some of our wireless technologies. We currently rely primarily on patents, trademark and trade secret laws, confidentiality procedures and contractual provisions to establish and protect our intellectual property. TheseHowever, these mechanisms provide us with only limited protection. We currently hold 19 patents and have 10 patent applications pending.patents. As part of our confidentiality procedures, we enter into non-disclosure agreements with all of our executiveemployees, including officers, managers and supervisory employees.engineers. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. Furthermore, effective protection of intellectual property rights is unavailable or limited in some foreign countries. OurThe protection of our intellectual property rights may not provide us with any legal remedy should our competitors independently develop similar technology, duplicate our products and services, or design around any intellectual property rights we hold.

IF WE ARE UNABLE TO INTEGRATE SUCCESSFULLY INTO OUR COMPANY THE EMPLOYEES, TECHNOLOGIES AND OTHER ASSETS WE RECENTLY ACQUIRED FROM KTI, WE MAY NOT ACHIEVE THE ANTICIPATED BENEFITS OF THE ACQUISITION.

WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT HAVE ADVERSE CONSEQUENCES FOR OUR BUSINESS.

        Recently, we completed the acquisitionreliability and security of the assets and business of KTI as described above. As parttheir systems. Some of our business strategy,wireless services are delivered using airtime purchased from timethird parties. We depend on these third parties to time, we expect to review opportunities to acquireprovide uninterrupted service free from errors or defects and may acquire other businesses or products that will complement our existing product offerings, augment our market coverage or enhance our technological capabilities. Although we have no current agreements or negotiations underway with respect to any material acquisitions, we may make acquisitions of businesses, products or technologies in the future. However, we cannot be sure that we willwould not be able to locate suitable acquisition opportunities. The acquisitionssatisfy our customers’ needs if they failed to provide the required capacity or needed level of service. In addition, our expenses would increase and profitability could be materially adversely affected if wireless carriers were to significantly increase the prices of their services. Our existing agreements with the wireless

8

incurrence of debtUnited States, Canada and contingent liabilities; (iv) difficulties in the assimilation and integration of the acquired companies; (v) diversion of management's attention from other business concerns; (vi) contractual disputes; (vii) risks of entering geographic and business marketscountries in which we have no or only limited prior experience;it operates. In the United States, the FCC regulates many aspects of communication devices, including radiation of electromagnetic energy, biological safety and (viii) potential loss of key employees of acquired organizations.

OUR PRIMARY OPERATIONS ARE LOCATED NEAR KNOWN EARTHQUAKE FAULTS.

        The occurrence of an earthquake or other natural disaster inrules for devices to be connected to the vicinity of our primary operations located in Camarillo, California could cause significant damage to our facility that may require us to cease or suspend operations.telephone network. In Canada, similar regulations are administered by Industry Canada. Although weCalAmp has obtained necessary FCC and Industry Canada approvals for all products it currently have insurance for earthquake risks, wesells, there can providebe no assurance that such insurance coverage wouldapprovals can be adequateobtained for future products on a timely basis, or at all. In addition, such regulatory requirements may change or the Company may not in the event of a catastrophic loss,future be able to obtain all necessary approvals from countries other than Canada or that earthquake insurance will continue to be available,the United States in which it currently sells its products or that if available that earthquake coverage will continue to be carried by usin which it may sell its products in the future.

WE DEPEND ON OUR SENIOR MANAGEMENT AND OTHER KEY PERSONNEL. IF WE LOSE ANY MEMBERS OF OUR SENIOR MANAGEMENT TEAM, OUR ABILITY TO CARRY OUT OUR LONG-TERM BUSINESS STRATEGY COULD BE ADVERSELY AFFECTED.

        We believe our future success largely depends

WE FACE RISKS ASSOCIATED WITH SHAREHOLDER LITIGATION.

        We and certain members of our board of directors have been sued by alleged shareholders in two class action lawsuits during the past several years. The most recent litigation was initiated in April 2001corporate spending as a result of uncertain conditions in the macroeconomic environment continue, our revenues, profitability, ability to make debt payments and cash flow could be adversely affected.

WE FACE RISKS ASSOCIATED WITH A PENDING SEC INVESTIGATION.

provisions requiring advance notice of board nominations and other actions to be taken at stockholder meetings. All of the foregoing could hinder, delay or prevent a change in control and could limit the price that investors might be willing to pay in the future for shares of our common stock.

BECAUSE THE NASDAQ STOCK MARKET IS LIKELY TO EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATION, THE PRICE OF OUR STOCK MAY DECLINE EVEN IF OUR BUSINESS IS DOING WELL.

        The stock markets, and in particularreported on The Nasdaq Stock Market haveranged from a high of $3.77 to a low of $.37. The stock market has from time to time experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. These fluctuations often have beenwere unrelated or disproportionate to the operating performance of thoseparticular companies. We also expect that the market price of our common stock will fluctuate as a result of variations in our quarterly operating results. These fluctuations may be exaggerated if the trading volume of our common stock is low. In addition, due to the technology-intensive and emerging nature of our business, the market price of our common stock may rise and fall in response to:

•

announcements of technological or competitive developments;

9

•

acquisitions or strategic alliances by us or our competitors;



•

the gain or loss of a significant customer or order; and



•

changes in estimates of our financial performance or changes in recommendations by securities analysts.

        Accordingly, market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock.

BECAUSE OF LIKELY FLUCTUATIONS IN THE PRICE OF OUR STOCK, WE MAY BE SUBJECT TO CLASS ACTION LITIGATION THAT COULD DISTRACT MANAGEMENT AND RESULT IN SUBSTANTIAL COSTS.

In the past, companies that have experienced volatility have sometimes been the subject of securities class action litigation. If litigation has often been brought against companies following periods of volatility in the market price of their securities. In addition to the securities litigation currently pending against us, we may be the target of similar litigation in the future. Securities litigationwere instituted on this basis, it could result in substantial costs and divert management'sa diversion of management’s attention and resources fromresources.

10

new information, future events or otherwise.

        The table below sets forth, as of August 28, 2002, the following information regarding the Selling Stockholders:

•

The names of the Selling Stockholders;



•

The number of shares of our common stock ownedthat may be sold by the Selling Stockholders on the date ofeach selling stockholder pursuant to this prospectus priorprospectus. Pursuant to the offering for resale of anyRule 416 of the shares being registered bySecurities Act, the registration statement of which this prospectus is a part;



•

The number of shares of our common stock that may be offered for resale by the Selling Stockholders pursuant to this prospectus, subject to the resale restrictions contained in the Registration Rights and Resale Agreement as described under Plan of Distribution below; and



•

The number of shares of our common stock to be held by the Selling Stockholders after the resale of the offered shares.

(1)

Assumes that all of the shares held by the Selling Stockholders and being offered under this prospectus are sold, and that the Selling Stockholders acquire nopart also covers additional shares of our common stock beforewhich become issuable in connection with such shares because of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock.

        Pursuantstock for whom they may act as agent or to the Registration Rights and Resale Agreement dated April 5, 2002 and as amended August 27, 2002 (the "Rights Agreement") by and among the Company, Kaul-Tronics, NGP, and certain individuals as set forth on the signature page thereto, the Company must use reasonable commercial efforts to file a Form S-3 Registration Statement within 160 days after April 5, 2002. The Rights Agreement contains restrictions on the number of shares that can be sold by the Selling Stockholders, as follows:

•

Each Selling Stockholder can sell up to 25% of his, her or its shares during the one year period following the date on which the Form S-3 Registration Statement is declared effective by the Commission (the "Effectiveness Date").



•

Each Selling Stockholder can sell an additional 37.5% of his, her or its shares during the three month period which begins on the first anniversary of the Effectiveness Date.



•

Each Selling Stockholder can sell any remaining shares beginning 15 months after the Effectiveness Date.

        The Selling Stockholderswhom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock on The Nasdaq National Market,or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the over-the-counter marketcourse of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares

•

a block trade in which a broker-dealersecured parties may resell a part of the block, as principal, in order to facilitate the transaction;



•

purchases by a broker-dealer, as principal,offer and resale by the broker-dealer for its account;



•

ordinary brokerage transactions and transactions in which a broker solicits purchasers;



•

an exchange distribution in accordance with the rules of the Nasdaq National Market; or



•

privately negotiated transactions.

        When sellingsell the shares of common stock the Selling Stockholders may enter into hedging transactions. For example, the Selling Stockholders may:

•

enter into transactions involving short salesfrom time to time pursuant to this prospectus or any amendment to this prospectus under applicable provisions of the sharesSecurities Act amending, if necessary, the list of common stock by broker-dealers;



•

sell shares of common stock short themselves and redeliver such sharesselling stockholders to close out their short positions;



•

enter into optioninclude the pledgee, transferee or other types of transactions that require thesuccessors in interest as selling stockholder to deliver shares of common stock to a broker-dealer, who will then resell or transfer the shares of common stockstockholders under this prospectus; or



•

loan or pledge the shares of common stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

        In addition toprospectus. The selling their shares of common stock under this prospectus, the Selling Stockholdersstockholders also may transfer theirand donate the shares of common stock in other ways not involving market makers or established trading markets, including directly by gift, distribution,circumstances in which case the transferees, donees, pledgees or other transfer.

12

successors in interest will be the selling beneficial owners for purposes of this prospectus.

        Theany broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

        Under the applicable rules and regulations

        We may suspend the use of this prospectus and any supplements hereto in certain circumstances due to pending corporate developments, public filings with the SEC or similar events.

        Under the Rights Agreement, we and the Selling Stockholders will each indemnify the other against certain liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection with these liabilities.

        We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the shares to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.

        If requiredcommon stock by the rulesselling stockholders and regulationsany other participating person. Regulation M may also restrict the ability of the SEC, we will includeany person engaged in a prospectus supplement additional information about the method of distribution of the shares offered hereby.

LEGAL MATTERS

        Certain legal mattersof common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

LLP.

KPMG LLP’s report refers to a change in the method of accounting for uncertainties in income taxes (effective March 1, 2007).

13

firm as experts in giving said reports. We have not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen to our naming it in this prospectus as having certified these financial statements, as required by Section 7 of the Securities Act. Accordingly, we have included these financial statements in reliance on Rule 437aNasdaq Stock Market under the Securities Act. Due to the lack of Arthur Andersen's written consent to the inclusion of its report in this prospectus, Arthur Andersen will not have any liability under Section 11 of the Securities Act for false and misleading statements and omissions contained in the prospectus, including the financial statements, and any claims against Arthur Andersen related to any such false and misleading statements will be limited.

symbol “CAMP.”

        Our registration statement, including exhibits and schedules attached thereto, may be inspected without charge at the Securities and Exchange Commission's public reference facilities in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Securities and Exchange Commission's regional office located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may also obtain copies of all or any part of our registration statement from such offices after payment of fees prescribed by the Securities and Exchange Commission. The Securities and Exchange Commission maintains a worldwide website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission atour annual reports on Form 10-K, quarterly interim reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information. We make available on or through our website, http://www.sec.gov.

        We are subjectwww.calamp.com, free of charge, copies of these filings as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The information and periodic requirementson our website is not incorporated by reference into this prospectus. You can also request copies of such documents by contacting our Corporate Secretary at 1401 N. Rice Avenue, Oxnard, California 93030. You can also obtain copies of this information by mail from the Public Reference Room of the Exchange Act and, accordingly, file periodicSEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.

        The Securities and Exchange Commission allowsSEC allow us to "incorporate“incorporate by reference" thereference” into this prospectus certain information that we file with it, whichit. This means that we can disclose important information to you by referring you to those documents.another document that we filed separately with the SEC. The information incorporated by reference is considereddeemed to be part of this prospectus, andexcept for any information superseded by information in this prospectus. You should read the information that we file later with the Securities and Exchange Commission will automatically update and supersedeincorporated by reference because it is an important part of this information. prospectus.

(a)

Annual Report on Form 10-K for the fiscal year ended February 28, 2002 filed May 30, 2002;



(b)

Quarterly Report on Form 10-Q for the quarter ended May 31, 2002 filed July 16, 2002;



(c)

Current Reports on Form 8-K filed April 19, 2002, April 22, 2002 and June 19, 2002;



(d)

The description of our common stock contained in our Registration Statement on Form S-1/Athat we previously filed with the Commission on March 25, 1993, including all amendments orSEC pursuant to the Exchange Act:

14

(e)

All documents filed by us with the Commission under SectionsCalAmp pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before terminationprior to the filing of this offering.

        You may request a copy of these filings, at no cost, by writingpost-effective amendment which indicates that all securities offered hereby have been sold or telephoning us at the following address:

460 Calle San Pablo
Camarillo, California 93012
Tel: (805) 987-9000

        You should rely only on the informationwhich deregisters all securities then remaining unsold shall be deemed to be incorporated by reference or provided ininto this prospectus orand to be a part hereof from the date of filing of such documents, provided, however, that CalAmp is not incorporating any prospectus supplement. We have not authorized anyone to provide you with information that is different. This prospectus may only be used in jurisdictions where it is legal to offer or sell these securities. You should not assume that the information in any portion of any future annual, quarterly or current reports or proxy statements which is not deemed to be filed under those sections, including any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.

FORWARD-LOOKING INFORMATION

        This prospectus, including the information incorporated by reference herein, contains "forward-looking statements" within the meaningdelivered. You may obtain a copy of the federal securities laws. You shoulddocuments at no cost by submitting an oral or written request to CalAmp’s Corporate Secretary at 1401 N. Rice Avenue, Oxnard, California 93030 or by calling CalAmp at (805) 987-9000. Additional information about us is available at our web site located athttp://www.calamp.com. Information contained in our web site is not place undue reliance on these forward-looking statements, which apply only as of the datea part of this prospectus. Our actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors identified in this prospectus and in the documents incorporated by reference in this prospectus. In connection with forward-looking statements which appear in these disclosures, prospective purchasers of the shares offered hereby should carefully consider the factors set forth in this prospectus under "Risk Factors" as well as in the sections captioned "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the fiscal year ended February 28, 2002. This report is incorporated by reference in this prospectus along with reports we may subsequently file.