As filed with the Securities and Exchange Commission on OctoberJanuary 20, 2004
2010
Registration No. []333-
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ONFORM S-3TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
| | |
Delaware
(State or other jurisdiction of
incorporation or organization) | | 95-3647070
(I.R.S. Employer
Identification Number) |
95-3647070
(I.R.S. Employer Identification Number)
1401 NorthN. Rice Avenue
Oxnard, CACalifornia 93030
(805) 987-9000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard K. Vitelle
Vice President Finance and Chief Financial Officer
CalAmp Corp.
1401 N. Rice Avenue
Oxnard, California 93030
(805) 987-9000(Name, address, including zip code, and telephone number,
including area code, of
registrant’sprincipal executive offices)Fred Sturm
President, Chief Executive Officer
CalAmp Corp.
1401 North Rice Avenue
Oxnard, CA 93030
(805) 987-9000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agentagent for Service)service)
with a copy
Copies to:Peter F. Ziegler
Gibson, Dunn & Crutcher LLP
333 S. Grand Avenue
Los Angeles, CA 90071
(213) 229-7000
| | |
Peter W. Wardle, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000 | | Steven E. Siesser, Esq.
Lowenstein Sandler PC
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable and fromFrom time to time after
the effective date of this
registration statement becomes effective.Registration Statement, as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following
box. [ ]box:o
If any of the securities being registered on this Form are to be offered
to on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
please check the
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]o
If
delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the
prospectus is expected to be madeCommission pursuant to Rule
434, please462(e) under the Securities Act, check the following box.
[ ]o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
*Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| | | | | | |
| Large accelerated filero | | Accelerated filero | | Non-accelerated filero(Do not check if a smaller reporting company) | | Smaller reporting companyþ |
CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | | | | | | | |
| | | | | | | Proposed Maximum | | Proposed Maximum Aggregate | | Amount of |
Title of Securities to be Registered
| | Amount to be Registered
| | Offering Price
| | Offering Price
| | Registration Fee
|
| Common stock, par value $0.01 (1) | | | 7,118,617 | | | | N/A | | | | N/A | | | | N/A | (2) |
| | | | | | | | | | | | | | | |
| |
| | | | | | | | Proposed Maximum | | | Proposed Maximum | | | | |
| | Title of Each Class of Securities | | | Amount to be | | | Offering Price | | | Aggregate Offering | | | Amount of | |
| | to be Registered | | | Registered (1) | | | Per Share(2) | | | Price(2) | | | Registration Fee(2) | |
| | Common Stock | | | 2,431,819 | | | $3.27 | | | $7,952,048 | | | $566.98 | |
| |
(1) This Post-Effective Amendment to Form S-4 on Form S-3 covers 7,118,617 shares of the registrant’s common stock, par value $0.01, originally registered on the Registration Statement on Form S-4 to which this Post-Effective Amendment relates. See “Explanatory Note.”
(2) All filing fees payable in connection with the issuance of these securities were paid in connection with the filing of the registrant’s Registration Statement on Form S-4 (No. 33-112851) filed February 13, 2004.
| | |
| (1) | | In accordance with Rule 416 under the Securities Act of 1933, also includes an indeterminable number of shares that may become issuable by reason of stock splits, stock dividends, and similar transactions. |
|
| (2) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) of the Securities Act of 1933 based on the average of the high and low sales prices of the common stock, as reported on the Nasdaq Stock Market on January 19, 2010. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), of the Securities Act of 1933, as amended, may determine.
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 is to register on Form S-3 an aggregate of 7,118,617 shares of common stock, par value $0.01 (the “Common Stock”), of CalAmp Corp., a Delaware corporation (“CalAmp” or the “Registrant”) previously registered on Form S-4 (Registration No. 33-112851) (the “Selling Stockholder Shares”) and issued to the selling stockholders named herein (the “Selling Stockholders”) in connection with the acquisition by CalAmp of Vytek Corporation (“Vytek”) (the “Merger”). The Merger was consummated on April 12, 2004.
The Selling Stockholder Shares were registered under the Registration Statement on Form S-4 and are hereby transferred to this Form S-3.
This Post-Effective Amendment contains a prospectus to be used in connection with resales of the Selling Stockholder Shares from time to time by the Selling Stockholders.
SUBJECT TO COMPLETION, DATED OCTOBER 20, 2004
The information in this prospectus is not complete and may be changed. The Selling Stockholdersselling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offersan offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated January 20, 2010
PROSPECTUSCALAMP CORP.
7,118,617
2,431,819 Shares of
CalAmp Corp.
This prospectus relates to the
resaledisposition of up to
7,118,6172,431,819 shares of
theCalAmp Corp., or CalAmp, common stock, par value $0.01 per share,
(the “Common Stock”), of CalAmp Corp., a Delaware corporation (“CalAmp”) by the selling stockholders listed
under the heading “Selling Stockholders” beginning on page 12. The Common Stock being offered byin this prospectus
was issued to the Selling Stockholders in connection with the merger between Vytek Corporation, a Delaware corporation (“Vytek”), CalAmp, and Mobile Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiaryor their permitted transferees. All of
CalAmp (“Merger Sub”), whereby, among other things, Merger Sub was merged with and into Vytek and Vytek became the surviving corporation and a wholly owned subsidiary of CalAmp. CalAmp common stock is traded on The Nasdaq National Market under the symbol CAMP. The last reported sale price of CalAmp common stock as reportedour shares offered hereby are being sold by the Nasdaq National Market on October 18, 2004 was $6.65 per share.
As described herein under “Use of Proceeds,” CalAmpselling stockholders named in this prospectus, and we will not receive any of the proceeds from the sale of the securities included in this prospectus.
The prices at which the selling stockholders or their permitted transferees may dispose of their CalAmp shares
of our Common Stockor interests therein will be determined by the
Selling Stockholders. The Selling Stockholders will receive all the proceeds from any sales of the shares of Common Stock offered by this prospectus. Subject to the restrictions described in this prospectus, the Selling Stockholders (directly to purchasers, or to or through underwriters, agents or dealers designated from time to time) may sell the Common Stock being offered by this prospectus from time to time on terms to be determinedselling stockholders at the time of sale. Thesale and may be at fixed prices, at which these stockholders may sell the shares may be determined by the prevailing market price for the shares, at prices related to such market price, at varying prices determined at the time of sale, or at negotiated prices. Information regarding the selling stockholders and the times and manner in negotiated transactions. Towhich they may offer and sell the extent required,shares or interests therein under this prospectus is provided under the number of shares of Common Stock to be sold, purchase price, public offering price, the names of any such underwriter, agent or dealersections titled “Selling Stockholders” and any applicable commission or discount with respect to a particular offering will be set forth in an accompanying prospectus supplement. See “Plan of Distribution” beginningin this prospectus. The selling stockholders may resell the common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions.
Our common stock trades on
page 15.See “Risk Factors” beginningthe Nasdaq Stock Market, or Nasdaq, under the symbol “CAMP”. On January 19, 2010, the last reported sale price of our common stock on page 3Nasdaq was $3.25 per share.
Pursuant to a registration rights agreement, we agreed to file the shelf registration statement of which this prospectus foris a discussionpart, to cover the resale of risks1,931,819 shares of our common stock issued to certain of the selling stockholders that you should consider before purchasingpurchased our common stock in a private 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 our securities offered hereby.the resale of 500,000 shares of our common stock subject to warrants issued by us under the subordinated note and warrant purchase agreement.
INVESTING IN OUR SHARES INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS FOR OUR SHARES, WHICH ARE LISTED ON PAGE 4 OF THIS PROSPECTUS. SEE “RISK FACTORS”. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2004January 20, 2010
TABLE OF CONTENTS
This prospectus incorporates important business and financial information about our company that is not included in or delivered with this prospectus. If you write or call us, we will send you these documents, including exhibits, without charge. You can contact us at:
CalAmp Corp.
1401 North Rice Avenue
Oxnard, CA 93030
Attention: Corporate Secretary
Telephone: (805) 987-9000
We will mail the documents to you by first class mail, or another equally prompt means, by the next day after we receive your request. See “Where You Can Find More Information” and “Documents Incorporated by Reference” for more information about the documents referred to in this prospectus.
i
ABOUT THIS PROSPECTUS
This prospectus is part of a post-effective amendment to a registration statement on Form S-3 that we are filingfiled with the Securities and Exchange Commission, or the “SEC”, on behalf of the selling stockholders utilizingSEC, using a “shelf” registration or continuous offering process. Under this shelf registration process, the selling stockholders may from time to time until this registration statement is withdrawn from registration by CalAmp, sell the shares of our common stock being offered underdescribed in this prospectus in one or more offerings.
This
All references to “Company,” “CalAmp,” “we,” “our” or “us” refer solely to CalAmp Corp. and not to 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, includes and incorporates by reference a general description of the securities that the selling stockholderswho may offer, and the general manner in which the selling stockholders will offer our Common Stock. To the extent required, we will provide a supplemental prospectus that describes the specific manner in which they may be offered, including the number ofsell shares of our common stockfrom time to be sold, the purchase price, the public offering price, the names of any underwriter, agent or dealer and any applicable commission or discount with respect to a particular offering by any selling stockholder. The prospectus supplement may add, update, or change informationtime as described in this prospectus. You should read bothAll trade names used in this prospectus andare either our registered trademarks or trademarks of their respective holders.
No person has been authorized to give any
prospectus supplement together with the additional information
described in the sections titled “Where You Can Find More Information” and “Documents Incorporated by Reference” both beginning on page 17. You should rely only on the information contained or incorporated by reference into this prospectus orto make any related prospectus supplement. We have not, and the selling stockholders have not, authorized anyone to provide you with different information. We are not, and the selling stockholders are not, making an offer of the shares of our common stock to be sold under this prospectus in any jurisdiction where the offer or sale is not permitted. You should not assume that the informationrepresentations other than those contained in this prospectus in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by CalAmp, any relatedselling stockholder or by any other person. Neither the delivery of this prospectus supplementnor any sale made hereunder shall, under any circumstances, create any implication that information herein is accuratecorrect as of any time subsequent to the date hereof. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the date on the front cover ofsecurities covered by this prospectus, nor does it constitute an offer to or solicitation of any related prospectus supplement, or that the information containedperson in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.
jurisdiction in which such offer or solicitation may not lawfully be made. CalAmp’s principal executive offices are located at 1401 North Rice Avenue, Oxnard, California 93030, and its telephone number is (805) 987-9000.
ii
The following summary highlights selected information contained or incorporated by reference in this prospectus and does not contain all of the information that may be important to you. You should carefully read this entire prospectus, including the financial data and related notes and the documents identified under the caption “Where You Can Find More Information.“Incorporation of Certain Information by Reference.” As used in this prospectus, the terms “CalAmp,” “the Company,” “we,” “our” and “us” refer to CalAmp Corp. and its subsidiaries as a combined entity, except in the places where it is clear that the terms mean only CalAmp Corp. The term “combined company,” as used in this prospectus, refers
THE COMPANY
CalAmp Corp. is a provider of wireless communications solutions that enable anytime/anywhere access to critical data and content. CalAmp’s Wireless DataCom business serves the public safety, utility, industrial monitoring and controls, and mobile resource management (“MRM”) markets. CalAmp’s Satellite business supplies outdoor customer premise equipment to the
combined company resulting from our merger with Vytek Corporation, which was completed on April 12, 2004.THE COMPANY
We are engaged in the design, manufacture and marketing of a broad line of integrated microwave fixed point reception and transmission products used primarily in satellite television and terrestrial broadband applications. Our Satellite Products business unit designs and markets reception components for the worldwideU.S. Direct Broadcast Satellite or DBS, television market as well as a full line of consumer and commercial products for video and data reception. (“DBS”) market.
Wireless DataCom
The Wireless Access business unit designsDataCom segment serves the public safety, industrial monitoring and markets integratedcontrols, and MRM segments with wireless solutions that extend communications networks to field applications, thereby enabling coordination of emergency response teams, increasing productivity and optimizing workflow for the mobile workforce, improving management controls over valuable remote assets, and enabling novel applications in a connected world.
Satellite
The Company’s DBS reception products are sold primarily to the two U.S. DBS system operators, Echostar and two-way transmission fixed wirelessDirecTV, for incorporation into complete subscription satellite television systems. Prior to fiscal 2008, the Company’s overall revenue consisted principally of sales of satellite television outdoor reception equipment for the U.S. DBS industry. As the result of a DBS product performance issue, the Company’s historically largest DBS customer substantially reduced its purchases of the Company’s products for video, voice, data, telephonyin fiscal 2008. In May 2008, the Company resumed product shipments to this customer. There were no sales to the Company’s other DBS customer in the last 12 months due to pricing and networking applications. In our fiscal year ended February 28, 2004, our revenues were $128.6 millioncompetitive pressures and our net income was $5.7 million. the time period involved in getting next generation products qualified with this customer.
We were incorporated in California in 1981 and
we reincorporated in Delaware in 1987.
Our principal executive offices are located at 1401 NorthN. Rice Avenue, Oxnard, California 93030. Our telephone number is (805) 987-9000 and our website address ishttp://www.calamp.com.
RECENT DEVELOPMENTS
On April 12, 2004, we completed the acquisition Information contained in our website is not a part of Vytek Corporation, or Vytek. Under the terms of the merger agreement signed on December 23, 2003, we issued an aggregate of 8,123,392 shares of our common stock for all outstanding shares of Vytek. Of the 8,123,392 shares of CalAmp common stock issued in the merger, we have agreed to register for resale by the Selling Stockholders 7,118,617 shares of CalAmp common stock issued to them in the merger.
this prospectus. Vytek is a provider of technology integration solutions, catering to the needs of enterprises and original equipment manufacturers, or OEMs, in the emerging wireless and mobile computing sector. The company provides integrated solutions leveraging a mix of professional services and proprietary software and hardware platforms. Vytek has a broad array of expertise in wireless technologies, ranging from emerging standards in WiFi (802.11 a/b/g), Bluetooth, Zigbee/802.15.4, and GPRS to specialized technologies such as Project 25/Land Mobile Radio, Radio Frequency Identification, or RFID, and Paging (Flex/ReFlex) for next generation devices and products. In addition to its specialty in emerging wireless technologies, Vytek is one of the leading firms in delivering both the embedded computing platform and the complex software (content delivery) systems essential to powering mobile computing.
Upon closing of the acquisition, Vytek merged with and into our wholly-owned subsidiary, Mobile Acquisition Sub, Inc. Vytek survived the merger. The surviving company continues to operate the Vytek business.
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The OfferingTHE OFFERING
| | | |
| CalAmp securities being offered | | CalAmp common stock, par value $0.01 per share. |
| | | |
Number of shares of CalAmp common stock being offered | | 7,118,6172,431,819 (1) |
| | |
Shares of CalAmp common stock outstanding as of October 7, 2004 | | 23,197,245 |
| | | |
Use of proceedsProceeds | | We will not receive any proceeds from the sale of the shares in this offering. See “Use of Proceeds” on page 11 of this prospectus. |
| | | |
| Transfer Agent | | American Stock Transfer and& Trust CompanyCo., LLC. |
| | | |
| NASDAQ National Market Symbol | | CAMP |
(1) We issued these shares to the selling stockholders in connection with the Vytek merger.
| | |
| (1) | | We issued 1,931,819 of these shares to certain of the selling stockholders in connection with a Securities Purchase Agreement, dated December 22, 2009 (the “Securities Purchase Agreement”), among CalAmp and those selling stockholders named in the Securities Purchase Agreement. In addition, 500,000 of these shares are subject to warrants issued by us pursuant to a Subordinated Note and Warrant Purchase Agreement, dated December 22, 2009 (the “Note Purchase Agreement”), among CalAmp and those selling stockholders named in the Note Purchase Agreement. |
The selling stockholders may sell the shares of our common stock subject to this prospectus from time to time and in various types of transactions (directly to purchasers, or to or through underwriters, agents or dealers designated from time to time), including sales in the open market, sales in negotiated transactions and sales by a combination of these methods, and may also decide not to sell all the shares they are allowed to sell under this prospectus. The selling stockholders will act independently of CalAmp in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell shares at the market price of the common stock at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of shares. Furthermore, the selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of shares or otherwise.
Before making a decision about investing in our common stock, we urge you to carefully consider the specific risks contained in the section titled “Risk Factors” below, and any applicable prospectus supplement, together with all of the other information contained in this prospectus and any prospectus supplement or appearing or incorporated by reference in the registration statement of which this prospectus is a part.
23
Our business is subject to a number of risks, some of which are discussed below. Other risks are presented elsewhere in this prospectus and in the information incorporated by reference into the prospectus. You should carefully consider the following risk factors,risks carefully in addition to the other information contained in this prospectus and(including the documentsinformation incorporated by reference in this prospectusreference) before deciding to purchasepurchasing shares of CalAmp’sour common stock. See “Where You Can Find More CalAmp Information”The risks and “Documents Incorporated by Reference” both on page 17.uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of the followingthese risks actually occurs, our business, financial condition or results of operations and financial condition could be seriously harmed. In that case,event, the market price offor our common stock could decline and you may lose all or part of your investment. We urge you to pay particular attention to the following risks.Risk Factors and Trends
Risks Relating to Our Business
The Company is dependent on its major customers, the Combined CompanyMultiple factors beyond our control may cause fluctuations in our operating results and may cause our business to suffer.
The revenues and resultsloss of our operations may fluctuate significantly, depending on a variety of factors, including the following:
| • | | our dependence on a few major customers in our satellite products business that currently account for a substantial majority of our overall sales; |
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| • | | the introduction of new products and services by competitors; and |
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| • | | seasonality in the equipment market for the U.S. DBS subscription television industry. |
We will not be able to control many of these factors. In addition, if our revenues in a particular period do not meet expectations, we may not be able to adjust our expenditures in that period, which could cause our business to suffer. We believe that period-to-period comparisons of our financial results will not necessarily be meaningful. You should not rely on these comparisons as an indication of our future performance. If our operating results in any future period fall below the expectations of securities analysts and investors, our stock price may fall, possibly by a significant amount.
CalAmp may not successfully implement its plan for Vytek’s business operations.
The continued integration of Vytek’s operations into CalAmp’s business may be difficult, time consuming and costly. The combined company must successfully, among other things, integrate Vytek’s sourcing capabilities into CalAmp’s sourcing and manufacturing capabilities. In addition, the combined company needs to retain Vytek’s operating management, key employees, customers, distributors, vendors and other business partners. It is possible that these integration efforts will not be completed as planned, or will be more costly than anticipated, either of which could have ana material adverse effect on the Company’s future sales and its ability to grow.
The Company’s major customer during the first three quarters of fiscal 2010, Echostar, accounted for 46.2% of the Company’s consolidated revenues during the nine months ended November 30, 2009. The Company’s top two customers during fiscal 2009, Echostar and DirecTV, accounted for 15.7% and 10.3%, respectively, of the Company’s consolidated revenues for fiscal 2009. Echostar and DirecTV in the aggregate accounted for 34.8% of CalAmp’s consolidated revenues for fiscal 2008 and 69.5% 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 overall business of any of them, or a decrease in the volume of sales by any 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 interruption in business from any of these key customers could result in write-offs or in the operationsloss of future business and could have a material adverse effect on the Company’s business, financial condition or results of operations.
We do not currently have long-term contracts with customers and our customers may cease purchasing products at any time, which could significantly harm our revenues.
We generally do not have long-term contracts with our customers. As a result, our agreements with our customers do not currently provide us with any assurance of future sales. These customers can cease purchasing products from us at any time without penalty, they are free to purchase products from our competitors, they may expose us to competitive price pressure on each order and they are not required to make minimum purchases. 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.
Because the markets in which we compete are highly competitive and many of our competitors have greater resources than us, we cannot be certain that our products will continue to be accepted in the marketplace or capture increased market share.
The market for DBS products and other wireless 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 our 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 will 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.
Information about the Company’s competitors is included under the caption “COMPETITION” in Part I, Item 1 of the combined company.Company’s Annual Report on Form 10-K for the year ended February 28, 2009 as filed with the SEC on May 12, 2009.
4
Our business is subject to many factors that could cause itsour quarterly or annual operating results to fluctuate and itsour stock price to continue to be volatile. Our quarterly and annual operating results have fluctuated in the past and may fluctuate significantly in the future due to a variety of factors, many of which are outside of our control.
In addition, prior to the merger, Vytek’s quarterly and annual operating results fluctuated in the past. 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; |
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| | • | | our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions; |
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| | • | | announcements, new product introductions and reductions in the price of products offered by our competitors; |
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| | • | | our ability to achieve cost reductions; |
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| | • | | our ability to obtain sufficient supplies of sole or limited source components for our products; |
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| | • | | our ability to achieve and maintain production volumes and quality levels for our products; |
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| | • | | our ability to maintain the volume of products sold and the mix of distribution channels through which they are sold; |
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| | • | | the loss of any one of our major customers or a significant reduction in orders from those customers; |
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| | • | | increased competition, particularly from larger, better capitalized competitors; |
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| | • | | fluctuations in demand for our products and services; and |
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| | • | | telecommunications and wireless market conditions specifically and economic conditions generally. |
3
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 a fiscal quarter. Failure to ship products by the end of a quarter may adversely affect operating results. In the future, our customers may delay delivery schedules or cancel their orders without notice. Due to these and other factors, our 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, assemblies and electronics manufacturing services are purchased 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,
our DBS outdoor receiver housings, subassemblies and some of our
electronic components
will beare 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 revenues and results of operations
wouldcould suffer.
IfFurthermore, 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 Any of product diversification means that any decline in pricethese events could have a material adverse effect on the Company’s business, financial condition or demand for our company’s products would adversely affect our business.
Our satellite and wireless access products will account for a substantial portionresults of our 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, could adversely affect our business.
operations.
If we do not meet product introduction deadlines, our business could be adversely affected.
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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,
both CalAmp and Vytekwe have experienced design and manufacturing difficulties that have delayed
theirthe development, introduction or marketing of new products and enhancements and which caused
themus to incur unexpected expenses. In addition, some of our existing customers have conditioned their future purchases of
the combined company’sour 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 existing products that operate at different frequencies and comply with diverse, new or varying governmental regulations in each market.
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.
If demand for our products fluctuates rapidly and unpredictably, it may be difficult to manage the business efficiently, which may result in reduced gross margins and profitability. Our cost structure
will beis based in part on our expectations for future demand. Many costs, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed. Rapid and unpredictable shifts in demand for our products may make it difficult to plan production 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 may be 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 the event of a sudden upturn, we may 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.
Because we currently sell, and we intend to sell somegrow the sales of, certain of our products in countries other than the United States, subjecting uswe are subject to different regulatory schemes, and we will have a significant foreign supply base, weschemes. We may not be able to develop products that work with the standards of different standards resultingcountries, which could result in our inability to sell our products and, further, we may be subject to political, economic, and other conditions affecting such countries, thatwhich 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
believe we must
continue to sellgrow our
products in many different countries.international business. 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 in those locations. If compliance proves to be more expensive or time consuming than
the combined company anticipates,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
forcedrequired 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.
4
For the nine months ended November 30, 2009, sales to customers outside the U.S. accounted for 9% of the Company’s total sales. Sales to customers outside the U.S. accounted for 4.2%12%, 9.5%6% and 17.6%6% of CalAmp’s total sales for the fiscal years ended February 28, 2004, 20032009, 2008 and 2002,2007, respectively. Assuming that we continue to sell our products to suchforeign customers, we will be subject to the political, economic and other conditions affecting countries or jurisdictions other than the U.S., including in Africa, the Middle East, Europe and Asia. Any interruption or curtailment of trade between the countries in which we operate and our present trading partners, changechanges in exchange rates, significant shift in U.S. trade policy toward these countries, or significant downturn in the political, economic or financial condition of these countries, could cause demand for and sales of our products to decrease, or subject us to increased regulation including future import and export restrictions, any of which could adversely affect our business.
Additionally, a substantial portion of our components and subassemblies are currently procured from foreign suppliers located primarily in Hong Kong, mainland China, Taiwan, and other Pacific Rim countries. Any 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 disruption of our supply chain or otherwise disrupt operations, which could adversely affect our business.
Because we rely on a relatively limited number of customers for a large portion of sales and business, the loss of a major customer could significantly harm our revenue.
We currently generate a significant portion of sales from a relatively small number of customers. Sales to our four largest customers accounted for approximately 77%, 71% and 82% of total sales in the fiscal years ended February 28, 2004, 2003 and 2002, respectively. The loss of, or a decrease in orders by, one or more of our major customers could adversely affect our sales, business and reputation.
We do not currently have long-term contracts with customers and our customers may cease purchasing products at any time, which could significantly harm our revenues.
We generally do not have long-term contracts with our customers. As a result, our agreements with our customers do not currently provide us with any assurance of future sales. These customers can cease purchasing products from us at any time without penalty, they are free to purchase products from our competitors, they may expose us to competitive price pressure on each order and they are not required to make minimum purchases.
Economic conditions could adversely affect our business and our ability to raise capital.
The United States was recently in the midst of a general economic downturn, which had a severe negative impact on the worldwide telecommunications, consumer electronics and wireless industries. The rate at which the economy, in general and these industries in particular, recover from the downturn are crucial in our ability to improve our overall financial performance. If the recovery falters, or the economy slides back into a downturn, our business could suffer and we could experience reductions in sales, as well as financial losses, as customers of the combined company attempt to limit their spending. In addition, the adverse impact of any downturn on the capital markets could impair our ability to raise capital as needed and impede our ability to expand our business.
Our wireless access business is subject to rapid technology changes, evolving standards and government regulation.
The market for broadband wireless Internet access which will be served by our wireless access business is subject to rapid technological change, frequent new service introductions and evolving industry standards. Our future success in this market will depend largely on our ability to anticipate or adapt to technological changes and to offer, on a timely basis, products that meet evolving standards. We cannot predict the extent to which competitors using existing or future methods of delivery of Internet access services will compete with our services. We cannot assure you that:
| • | | existing, proposed or undeveloped technologies will not render our broadband 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 us, we cannot be certain that our products will continue to be accepted in the marketplace or capture increased market share.
5
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 our 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 will 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 from a variety of companies, which generally vary in size and in the scope and breadth of products and services offered. We also face competition from customers’ or prospective customers’ own internal development efforts. Many of the companies that currently compete with us, or may compete with us in the future, have longer operating histories, greater name recognition, larger installed customer bases and significantly greater financial, technical and marketing resources. These competitors may also have pre-existing relationships with our customers or potential customers. As a result, they may be able to introduce new technologies, respond more quickly to changing customer requirements or devote greater resources to the development, promotion and sale of their products than we can. Our competitors may successfully integrate the functionality of our current reception and transmission products into their products and thereby render our products obsolete. Further, in the event of a manufacturing capacity shortage, these competitors may be able to manufacture products when we are unable to do so.
We believe that our existing principal competitors for our satellite products business include, and the principal competitors for the combined company’s satellite products business will include, Sharp, Wistron NeWeb Corporation, Alps, Winegard Company, Andrew Corporation, Microelectronics Technology, Inc. and Pro Brand, and that the principal competitors for our wireless access business include IP Wireless, Motorola, WaveCom Electronics Inc., NextNet, Flarion Technologies, Inc., Tran System, Inc., Telelynx, Inc. and Proxim Corporation. In addition, there have been a number of announcements by other companies, including smaller emerging companies, that they intend to enter market segments adjacent to or addressed by our products.
The engineering solutions market in which the acquired Vytek business operates also includes a large number of companies, is intensely competitive, and faces rapid technological change. We expect Vytek’s competition to continue and intensify, which could result in price reductions, reduced profitability and loss of current or future customers. Vytek’s competitors fall into the following categories: internal information technology or engineering departments of current and potential customers; large information technology consulting services providers such as Accenture, Electronic Data Systems Corporation and International Business Machines Corporation; traditional information technology services providers such as Sapient Corporation; Internet professional services firms; mobile computing consulting and solutions providers such as Wireless Facilities and Aether Systems; and emerging offshore software developers such as Cognizant, Satyam, Infosys, and HCL. In addition, Vytek faces competition in its Embedded Products Division from software and hardware companies such as Wind River Systems, BSQUARE Corporation, Accelent Systems, Inc., Intrinsyc Software, Inc. and Venturcom, Inc.
The principal competitive factors in Vytek’s business market are leading edge technical knowledge, the reputation and experience of professionals delivering services, customer value and service; the success and reliability of the delivered system; the ability to attract and retain highly skilled, specialized, experienced engineering/consulting professionals; and price. A number of Vytek’s competitors and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater name recognition and a larger installed base of customers. There can be no assurance that Vytek, as part of the combined company, will be able to continue to compete successfully with existing or future competitors or that competition will not have a material adverse effect on our results of operations and financial condition.
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.
6
Our
Other than in our Satellite products business, which currently does not depend upon patented technology, our ability to succeed in
the wireless
access businessdata 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
21 patents and have 11 patent applications pending.19 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. The 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.
We may be subject to infringement claims whichthat may disrupt the conduct of our business and affect our profitability. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others, even though we take steps to assure that neither our employees nor our contractors knowingly incorporate unlicensed copyrights or trade secrets into our products. It is possible that third parties may claim that our products and services
may infringe upon their trademark, patent,
6
copyright, or trade secret rights. Any such claims, regardless of their merit, could be time consuming, expensive, cause delays in introducing new or improved products or services, require us to enter into royalty or licensing agreements or require us to stop using the challenged intellectual property. Successful infringement claims against us may materially disrupt the conduct of our business and affect profitability. There are currently no legal proceedings or claims for infringement
Availability of intellectual property rights pending against us.If our satellite dish manufacturing subcontractor encounters financial or operating difficulties, it could disrupt the supply of dishes and adversely disrupt our business.
We closed our satellite antenna dish manufacturing operations in Wisconsin effective February 28, 2004 and outsourced the dish manufacturing to a steel fabrication subcontractor. If this subcontractor encounters financial or operating difficulties, it could disrupt our supply of dishes and adversely affect our business.
We may engage in future acquisitions that have adverse consequences for our business.
In April 2002, CalAmp completed the acquisition of the assets and business of Kaul-Tronics, Inc., and in April 2004, we completed the acquisition of Vytek. As part of our business strategy, from time to time, we expect to review opportunities to acquire 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 will be able to locate suitable acquisition opportunities. The acquisitions that we have completed and that we may complete in the future could result in the following, any of which could seriously harm our results of operations or the price of our stock: (1) issuances of our equity securities that would dilute the percentage ownership of our current stockholders; (2) large one-time write-offs; (3) the incurrence of debt and contingent liabilities; (4) difficulties in the assimilation and integration of the acquired companies; (5) diversion of management’s attention from other business concerns; (6) contractual disputes; (7) risks of entering geographic and business markets in which we have no or only limited prior experience; and (8) potential loss of key employees or customers of acquired organizations.
Our primary operations are located near known earthquake faults.
The occurrence of an earthquake or other natural disaster in the vicinity of our primary operations located in Oxnard, California could cause significant damage to the facility that may require us to cease or suspend operations. Although we will continue to carry insurance for earthquake risks, we can provide no assurance that such insurance coverage will be adequate in the event of a catastrophic loss, that earthquake insurance will continue to be available, or that, if available, we will continue to carry earthquake coverage in the future.
We depend on 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 on the expertise of our senior management team. The loss of one or more members of senior management could disrupt our operations or the execution of our business strategy.
Cost of licenses to use radio frequencies may restrict the growth of the wireless communications industry and demand for our products.
Radio frequencies are required to provide wireless services. The allocation of frequencies is regulated in the United States and other countries throughout the world and limited spectrum space is allocated to wireless services. The growth of the wireless communications industry may be affected if adequate frequencies are not allocated or, alternatively, if new technologies are not developed to better utilize the frequencies currently allocated for such use.
Industry growth has been and may continue to be affected by the
costavailability of
new licenses required to use frequencies and
the related
frequency relocation costs.
Typically, governments sell these licenses at auctions. Over the last several years,
the costs of these licensesfrequency spectrum has been reallocated for specific applications and the related frequency relocation costs have increased significantly.
TheThis significant
cost for licenses and related frequency relocation costs havereassignment of spectrum has slowed and may continue to slow the growth of the industry. Growth is slowed because some
operatorscustomers have funding constraints limiting their ability to purchase new
licenses, pay the relocation costs or technology to upgrade systems and the financial results for a number of businesses have been affected by the industry’s rate of growth. Slowed
industry growth
among operators may restrict the demand for our products.
A failure to rapidly transition or to transition at all to newer digital technologies could adversely affect our business. Our success, in part, will be affected by the ability of our wireless businesses to continue its transition to newer digital technologies, and
to successfully compete in
that businessthese markets and gain market share. We face intense competition in these markets from
7
both established companies and new entrants. Product life cycles can be short and new products are expensive to develop and bring to market.
If we are unable to successfully make this transition, our business and results of operations could be adversely impacted.
We will depend upon wireless networks owned and controlled by others, unproven business models and emerging wireless carrier models to deliver existing services and to grow. If we do not have continued access to sufficient capacity on reliable networks, we may be unable to deliver services and our sales could decrease. Our ability to grow and achieve profitability partly depends on our ability to buy sufficient capacity on the networks of wireless carriers and on the reliability and security of their systems. AllSome of our wireless services will beare delivered using airtime purchased from third parties. We will depend on these companiesthird parties to provide uninterrupted service free from errors or defects and would not be able to satisfy 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
7
carriers generally have one-year terms. Some of these wireless carriers are, or could become, our competitors, and if they compete with us, they may refuse to provide us with
airtime on their
services.Our software may contain defects or errors, and its sales could decrease if this injures our reputation or delays shipments of our software.
Our current software products and platforms are complex and must meet the stringent technical requirements of customers. Therefore, we must develop services quickly to keep pace with the rapidly changing software and telecommunications markets. Software as complex as that which will be offered by us is likely to contain undetected errors or defects, especially when first introduced or when new versions are released. Some existing contracts related to software contain provisions that require us to repair or replace products that fail to work. To the extent that such products are repaired or replaced in the future, our expenses may increase, resulting in a decline in our gross margins. In addition, our software may not be free from errors or defects after delivery to customers has begun, which could result in the rejection of our software or services, damage to our reputation, lost revenue, diverted development resources and increased service and warranty costs.
networks.
New laws and regulations that impact theour industry could increase costs or reduce opportunities for us to earn revenue. We
Except as described below under “Governmental Regulation”, we are not currently subject to direct regulation by the Federal Communications Commission
(“FCC”) or any other governmental agency, other than regulations applicable to Delaware corporations of similar size that are headquartered in California. However, in the future, we may become subject to regulation by the FCC or another regulatory agency. In addition, the wireless carriers that supply airtime and certain hardware suppliers are subject to regulation by the FCC, and regulations that affect them could increase our costs or reduce our ability to continue selling and supporting our services.
An increaseGovernmental Regulation
CalAmp’s products are subject to certain mandatory regulatory approvals in
regulationthe United States, Canada and other countries in which it operates. In the United States, the FCC regulates many aspects of
communication devices, including radiation of electromagnetic energy, biological safety and rules for devices to be connected to the
Internettelephone network. In Canada, similar regulations are administered by Industry Canada. Although CalAmp has obtained necessary FCC and Industry Canada approvals for all products it currently sells, there can be no assurance that such approvals can be obtained for future products on a timely basis, or at all. In addition, such regulatory requirements may
have an adverse effect on our business. There arechange or the Company may not in the future be able to obtain all necessary approvals from countries other than Canada or the United States in which it currently few lawssells its products or in which it may sell its products in the future.
The FCC and Industry Canada may be slow in adopting new regulations
that apply directlyallowing private wireless networks to
access to, or commerce on, the Internet. Wedeliver higher data rates in licensed frequency bands for public safety applications. This could
be adversely
affected by any such regulation in any country where we operate. The adoption of such measures could decreaseaffect demand for
our products and at the same time increase the costprivate networks as traditional private network users may opt for public network connections for all or part of
selling such products.Acts of war or terrorism maytheir wireless communication needs. This could have an adverse effect on our business.
Acts of war or terrorism may have ana material adverse effect on the economy generally,Company’s business, results of operations and more specifically, onfinancial condition since the Company’s Public Safety Mobile data products are currently used predominantly in private networks.
Reduced consumer or corporate spending due to uncertainties in the macroeconomic environment could adversely affect our business. Among various other risks, such occurrences have the potential to significantly decrease consumer spending on leisure productsrevenues and activities, adversely impactcash flow, and our ability to consummatemake payments on our debt and operate our businesses.
We depend on demand from the consumer, original equipment manufacturer, industrial, automotive and other markets we serve for the end market applications of our products. Our revenues are based on certain levels of consumer and corporate spending. If the significant reductions in consumer or corporate 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.
Our ability to make payments of principal and interest on our indebtedness depends upon our future financial performance and ability to generate positive operating cash flows, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are beyond our control.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to, among other things:
| • | | refinance or restructure all or a portion of our indebtedness; |
|
| • | | obtain additional financing in the debt or equity markets; |
|
| • | | sell selected assets or businesses; |
|
| • | | reduce or delay planned capital expenditures; or |
8
reduce or equity financingsdelay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt, and, negativelyif not, we could then be in default under the applicable terms governing our debt, which could have a material adverse effect on us. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms, if at all.
Rises in interest rates could adversely affect our financial condition.
An increase in prevailing interest rates could have an immediate effect on the interest rates charged on our variable rate bank debt with Square 1 Bank, which rise and fall, subject to a minimum monthly interest payment, upon changes in interest rates on a periodic basis. Any increased interest expense associated with increases in interest rates affects our cash flow and could affect our ability to manufacture, sourceservice our debt.
Risks Relating to Our Common Stock and deliver low-cost goods in a timely manner.Steel prices have undergone recent significant price increases which ultimately could affect our pricing and related gross margins.the Securities Market
Steel prices have increased in recent months to historical highs as a result of a relatively low level of supply matched with a relatively high level of demand. Our sales and operating income could decrease if we are unable to pass cost increases on to our customers.
Anti-takeover defenses in our charter and under Delaware law could prevent us from being acquired or limit the price that investors might be willing to pay for our common stock in an acquisition. Section 203 of the
DGCLDelaware General Corporation Law prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years from the time the person became an interested stockholder, unless specific conditions are met. In addition, we have in place various protections which would make it difficult for a company or investor to buy the Company without the approval of our
boardBoard of
directors,Directors, including a stockholder rights plan,
a classified board of directors,authorized but undesignated preferred stock and provisions requiring advance notice of board nominations and other actions to be taken at stockholder
meetings and super-majority voting requirements with respect8
to extraordinary actions.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.
Risks Related to the Securities Market
The trading price of shares of our common stock may be affected by many factors and the price of shares of our common stock could decline. As a publicly traded company, the trading price of our common stock has fluctuated significantly in the past. The future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations in response to such factors, including:
| | • | | actual or anticipated fluctuations in revenues or operating results; |
| |
| | • | | failure to meet securities analysts’ or investors’ expectations of performance; |
| |
| | • | | changes in key management personnel; |
| |
| | • | | announcements of technological innovations or new products by CalAmp or its competitors; |
| |
| | • | | developments in or disputes regarding patents and proprietary rights; |
| |
| | • | | proposed and completed acquisitions by us or our competitors; |
| |
| | • | | the mix of products and services sold; |
| |
| | • | | the timing, placement and fulfillment of significant orders; |
| |
| | • | | product and service pricing and discounts; |
| |
| | • | | acts of war or terrorism; and |
|
| • | | general economic conditions. |
9
general economic conditions.
Our stock price is highly volatile and we expect it to remain highly volatile. The market price of our stock has been highly volatile and we expect it to remain highly volatile due to the risks and uncertainties described in this section of the prospectus, as well as other factors, including:
| | • | | substantial volatility in quarterly revenues and earnings due to our current dependence on a small number of major customers;and |
| |
| | • | | comments by securities analysts, or analysts; and |
|
| • | | our failure to meet market expectations. |
Over the two-year period ended
October 18, 2004,January 19, 2010, the price of CalAmp common stock as reported on The Nasdaq
NationalStock Market ranged from a high of
$17.20$3.77 to a low of
$3.07.$.37. The stock market has from time to time experienced extreme price and volume fluctuations that
arewere unrelated to the operating performance of particular companies. In the past, companies that have experienced volatility have sometimes been the subject of securities class action litigation. If litigation were instituted on this basis, it could result in substantial costs and a diversion of management’s attention and resources.
Some of our stockholders are prohibited absent our consent from selling our common stock received in the merger for a minimum of 180 days and maximum of 365 days following the merger.
The former executive officers, directors and certain former affiliates of Vytek entered into lock-up agreements with us. The lock-up agreements provide that, absent our consent, each individual or entity entering into a lockup agreement will not sell, transfer or otherwise dispose of certain shares of our common stock owned by that person in the merger or otherwise for a specified period of time after the merger. Half of the shares received by each party to the lockup agreements were so restricted until October 9, 2004. One quarter of the shares received by each party to the lock-up agreements are so restricted until January 11, 2005, and the remaining quarter are so restricted until April 12, 2005. During this period, the price of our common stock may fluctuate significantly. These holders will be prohibited from selling their common stock at a time they may consider appropriate, resulting in reduced liquidity and selling opportunities until April 12, 2005. However, all of these shares of our common stock will become eligible for sale to the public after April 12, 2005. The sale of a large amount of shares in the public market after the expiration of any lock-up period, or the appearance that a large number of shares are available for sale, may cause the market price of our common stock to decline. In addition, in our sole discretion, we may elect to release any and all shareholders from the restrictions of their lock-up agreements prior to the expiration of any lock-up period.
9
Lack of expected dividends may make our stock less attractive as an investment.
We intend to retain all future earnings for use in the development of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Generally, stocks which pay regular dividends command higher market trading prices, and so our stock price may be lower as a result of our dividend policy.
10
CAUTIONARY STATEMENT CONCERNING
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This
document containsprospectus and
incorporates “forward-looking statements”certain documents incorporated by reference in this prospectus contain forward-looking statements within the meaning of
Section 27A of the
Private Securities
Litigation Reform Act of
1995. All1933, as amended, of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements
other than statements of historical facts, included or incorporated into this prospectus or any prospectus supplement regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives are forward-looking statements. The use of wordsby terms such as
“believes,“may,”
“expects,“intend,”
“anticipates,“might,”
“intends,” “plans,” “estimates,“will,” “should,”
“likely” or similar expressions indicates that a forward-looking statement is being made. Forward-looking statements include, among other things, the information concerning possible or assumed future results of operations of CalAmp“could,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “seek” “plan” “judgment” “goal,” “anticipate” or the
combined companynegative of these terms, and similar expressions. These forward-looking statements reflect the Company’s current views with respect to future events and financial performance and are subject to certain risks and uncertainties, including, without limitation, product demand, market growth, competitive pressures and pricing declines in the Company’s Satellite and Wireless markets, supplier constraints, manufacturing yields, the length and extent of the global economic downturn that has and may continue to adversely affect the Company’s business, and other risks and uncertainties, including those that are set forth
under the caption “Risk Factors” in
this document and documentsPart I, Item 1A of the Annual Report on Form 10-K for the year ended February 28, 2009 as filed with the SEC on May 12, 2009, which is incorporated by
reference. Forward-looking statements are based on information available to our management at the time they were made,reference herein. Such risks and are not guarantees of performance. Actual results or eventsuncertainties could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included in this prospectus and will include in each prospectus supplement important factors that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Many of the factors that will determine our future performance and success are beyond our ability to control or predict. For a discussion of some of the factors that may cause actual results to differ materially from those suggested byhistorical or anticipated results. Although the Company believes the expectations reflected in such forward-looking statements please read carefully the information under “Risk Factors” beginning on page 3. We expressly disclaim anyare based upon reasonable assumptions, it can give no assurance that its expectations will be attained. The Company undertakes no obligation to update or alterrevise any forward-looking statements, whether as a result of new information, future events or otherwise.
USE OF PROCEEDS
All proceeds from the disposition of the shares of common stock covered by this prospectus will go to the selling stockholders. We will not receive any proceeds from the disposition of the common stock by the selling stockholders. See “Plan of Distribution.”
The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear the costs, fees and expenses incurred to affect the registration of the shares covered by this prospectus, including all registration and filing fees, printing expenses, messenger, telephone and delivery expenses, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
11
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial ownership of our outstanding shares of common stock as of January 19, 2010 by each of the selling stockholders, and as adjusted to reflect the sale of the shares in this offering. As of January 19, 2010, approximately 27,660,728 shares of our common stock were outstanding. The 2,431,819 shares of our common stock registered for public resale pursuant to this prospectus and listed under the column “Number of Shares Being Offered” include collectively all of the shares of our common stock issued pursuant to the Securities Purchase Agreement as well as the shares subject to warrants issued by us pursuant to the Note Purchase Agreement.
Shares listed under the column “Number of Shares Being Offered” represent the number of shares that may be sold by each selling stockholder pursuant to this prospectus. Pursuant to Rule 416 of the Securities Act, the registration statement of which this prospectus is a part also covers additional shares of our common stock which 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.
The information under the heading “Shares of Common Stock Owned After the Offering” assumes each selling stockholder sells all of his, her or its shares offered pursuant to this prospectus to unaffiliated third parties, and that the selling stockholders will acquire no additional CalAmp common stock prior to the completion of this offering or sell any other shares of CalAmp common stock, which shares may be sold in a transaction covered by a separate registration statement. Each selling stockholder may sell all, part or none of his, her or its shares.
The information under the heading “Shares of Common Stock Owned” is determined based upon the books and records of the Company and, in certain situations, filings made by a selling stockholder with the SEC.
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| | | | | | | | | | | Number of | | | | |
| | | | | | | | | | | Shares | | | Shares of Common | |
| | | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | | Owned | | | Offered | | | Offering(1) | |
| Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
| Harvey SMidCap Fund LP | | | 772,728 | | | | 2.8 | % | | | 772,728 | | | | — | | | | — | |
| 900 Third Avenue, Suite 201-2 | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Henry Partners, L.P. | | | 175,000 | | | | * | | | | 175,000 | | | | — | | | | — | |
| Attention: David W. Wright | | | | | | | | | | | | | | | | | | | | |
255 S. 17th Street, Suite 2608 | | | | | | | | | | | | | | | | | | | | |
| Philadelphia, PA 19103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Cummins Family Holdings, LLC | | | 155,120 | | | | * | | | | 147,728 | | | | 7,392 | | | | * | |
| 2570 Eldridge Avenue | | | | | | | | | | | | | | | | | | | | |
| Twin Falls, ID 83301 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Harvey SMidCap Offshore Fund, Ltd. | | | 136,363 | | | | * | | | | 136,363 | | | | — | | | | — | |
| 900 Third Avenue, Suite 201-2 | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Matthew Partners, L.P. | | | 125,000 | | | | * | | | | 125,000 | | | | — | | | | — | |
| Attention: David W. Wright | | | | | | | | | | | | | | | | | | | | |
255 S. 17th Street, Suite 2608 | | | | | | | | | | | | | | | | | | | | |
| Philadelphia, PA 19103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Aurelian Partners, L.P. | | | 239,905 | | | | * | | | | 113,636 | | | | 126,269 | | | | * | |
| 666 Fifth Avenue, Suite 3705 | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Lloyd I. Miller Trust A-4 | | | 113,636 | | | | * | | | | 113,636 | | | | — | | | | — | |
| 4550 Gordon Drive | | | | | | | | | | | | | | | | | | | | |
| Naples, FL 34102 | | | | | | | | | | | | | | | | | | | | |
12
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of | | | | |
| | | | | | | | | | | Shares | | | Shares of Common | |
| | | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | | Owned | | | Offered | | | Offering(1) | |
| Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
| Southern Slope, Inc. | | | 83,525 | | | | * | | | | 79,545 | | | | 3,980 | | | | * | |
| 2570 Eldridge Avenue | | | | | | | | | | | | | | | | | | | | |
| Twin Falls, ID 83301 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Ronald G. Hendrickson | | | 218,182 | | | | * | | | | 68,182 | | | | 150,000 | | | | * | |
| 56 East 100 South | | | | | | | | | | | | | | | | | | | | |
| Jerome, ID 83338 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Riley Family Trust, dated 5/12/00 | | | 68,182 | | | | * | | | | 68,182 | | | | — | | | | — | |
| c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
| 11100 Santa Monica Blvd., Suite 800 | | | | | | | | | | | | | | | | | | | | |
| Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Randy Allen Bauscher | | | 52,273 | | | | * | | | | 52,273 | | | | — | | | | — | |
| P.O. Box 123 | | | | | | | | | | | | | | | | | | | | |
| Rupert, ID 83350 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Nicholas M. Cummins | | | 45,455 | | | | * | | | | 45,455 | | | | — | | | | — | |
| 2927 N. 4300 E | | | | | | | | | | | | | | | | | | | | |
| Murtaugh, ID 83344 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Andre S. Guardi | | | 34,091 | | | | * | | | | 34,091 | | | | — | | | | — | |
| c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
| 4675 MacArthur Ct. #1500 | | | | | | | | | | | | | | | | | | | | |
| Newport Beach, CA 92660 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Dialectic Capital Partners, LP | | | 121,000 | | | | * | | | | 121,000 | | | | — | | | | — | |
| 875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Dialectic Antithesis Offshore, LTD | | | 114,000 | | | | * | | | | 114,000 | | | | — | | | | — | |
| 875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Dialectic Antithesis Partners, LP | | | 86,000 | | | | * | | | | 86,000 | | | | — | | | | — | |
| 875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Dialectic Offshore, LTD | | | 79,000 | | | | * | | | | 79,000 | | | | — | | | | — | |
| 875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
| New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| B. Riley & Co. LLC | | | 20,000 | | | | * | | | | 20,000 | | | | — | | | | — | |
| 11100 Santa Monica Blvd., #800 | | | | | | | | | | | | | | | | | | | | |
| Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Randell Brown | | | 20,000 | | | | * | | | | 20,000 | | | | — | | | | — | |
| 4504 E. 3175 N. | | | | | | | | | | | | | | | | | | | | |
| Murtaugh, ID 83344 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Frank & Monika Perna Trust (2) | | | 281,000 | | | | 1.0 | % | | | 20,000 | | | | 261,000 | | | | * | |
| c/o CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
| 1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
| Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
13
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Number of | | | | |
| | | | | | | | | | | Shares | | | Shares of Common | |
| | | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | | Owned | | | Offered | | | Offering(1) | |
| Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
| B. Riley & Co. Retirement Trust Dtd 1/1/99 | | | 10,000 | | | | * | | | | 10,000 | | | | — | | | | — | |
| c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
| 11100 Santa Monica Blvd., #800 | | | | | | | | | | | | | | | | | | | | |
| Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Michael McConnell | | | 10,000 | | | | * | | | | 10,000 | | | | — | | | | — | |
| P.O. Box 6280 | | | | | | | | | | | | | | | | | | | | |
| Newport Beach, CA 92658 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Richard Vitelle (3) | | | 213,530 | | | | * | | | | 10,000 | | | | 203,530 | | | | * | |
| c/o CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
| 1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
| Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Barels Charitable Remainder Trust | | | 5,000 | | | | * | | | | 5,000 | | | | — | | | | — | |
| 1321 State Street | | | | | | | | | | | | | | | | | | | | |
| Santa Barbara, CA 93101 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Lily Wen (4) | | | 2,500 | | | | * | | | | 2,500 | | | | — | | | | — | |
| c/o Michael Burdiek | | | | | | | | | | | | | | | | | | | | |
| CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
| 1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
| Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Theodore J. Schneider (5) | | | 2,500 | | | | * | | | | 2,500 | | | | — | | | | — | |
| 5425 Everglades Street | | | | | | | | | | | | | | | | | | | | |
| Ventura, CA 93003 | | | | | | | | | | | | | | | | | | | | |
| | |
| * | | Less than 1%. |
|
| (1) | | Assumes the selling stockholders sell all of the shares being offered hereby. |
|
| (2) | | Frank Perna is co-trustee of the Frank & Monika Perna Trust. Mr. Perna is the chairman of the Company’s Board of Directors. |
|
| (3) | | Richard Vitelle is the Company’s Vice President Finance and Chief Financial Officer. |
|
| (4) | | Lily Wen is the wife of Michael Burdiek, who is the Company’s Chief Operating Officer. |
|
| (5) | | Theodore J. Schneider is a partner in the firm of Myers, Widders, Gibson, Jones & Schneider LLP, which provides legal services to the Company. |
This table is based upon information furnished in writing by the selling stockholders.
On December 22, 2009, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain of the selling stockholders named in the Securities Purchase Agreement, pursuant to which we sold in a private placement transaction an aggregate of 1,931,819 shares of our common stock. Also on December 22, 2009, we entered into a Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) with those selling stockholders named in Schedule I to the Note Purchase Agreement and those selling stockholders named in Schedule II to the Note Purchase Agreement that were added thereto pursuant to a Joinder Agreement dated January 15, 2010, pursuant to which we issued warrants to purchase a total of 500,000 shares of our common stock at an exercise price of $4.02 per share of common stock. The foregoing issuances were made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder. In connection with entering into the Securities Purchase Agreement, we also entered into a Registration Rights Agreement, dated December 22, 2009, with the purchasers of our common stock under the Securities Purchase Agreement, pursuant to which we agreed to file this registration statement for the benefit of those selling stockholders. Also, we entered into a separate Registration Rights Agreement, dated December 22, 2009, with the purchasers of the warrants issued under the Note Purchase Agreement, pursuant to which we agreed, at the election of the holders, to include the underlying shares of common stock subject to such warrants with any registration statement we file for the registration of any of our securities. This prospectus covers the sale or other disposition by the selling stockholders or their transferees of up to the total number of shares of common stock issued to certain selling stockholders pursuant to the Securities Purchase Agreement, as well as the total number of shares of common stock subject to the warrants issued to certain of the selling stockholders pursuant to the Note Purchase Agreement. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders, we are referring to both the shares issued to the those selling stockholders
14
under the Securities Purchase Agreement and the shares subject to the warrants issued to those selling stockholders under the Note Purchase Agreement, and when we refer to the selling stockholders in this prospectus, we are referring to the purchasers collectively under both the Securities Purchase Agreement and the Note Purchase Agreement.
We are registering the above-referenced shares to permit each of the selling stockholders and their pledgees, donees, transferees or other successors-in-interest that receive their shares after the date of this prospectus to resell or otherwise dispose of the shares in the manner contemplated under “Plan of Distribution” below.
Except as otherwise disclosed in this prospectus, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us.
15
PLAN OF DISTRIBUTION
We are registering the shares of common stock to permit the resale of these shares of common stock by the holders of the common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Allstockholders of the proceeds fromshares of common stock. We will bear all fees and expenses incident to our obligation to register the saleshares of common stock.
The selling stockholders may sell all or a portion of the shares of common stock
beneficially owned by
them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be
received by the selling stockholders.11
SELLING STOCKHOLDERS
On April 12, 2004, Vytek Corporation merged with and into Mobile Acquisition Sub, Inc., a Delaware corporation, of which we are the sole stockholder. Vytek survived the merger and continues to operate the Vytek business following the acquisition.
In exchangeresponsible for all of their shares of Vytek’s common stock, we issued to the selling stockholders 7,118,617 shares of our common stock. Each of the selling stockholders may be deemed to have been an “affiliate,” as that term is defined in Rule 145 under the Securities Act, of Vytek at the effective time of the Vytek merger. We have agreed to register for resale by the selling stockholders all of the 7,118,617 shares of CalAmp common stock issued to them in connection with the merger with Vytek. The number of shares being registered pursuant to the registration statement of which this prospectus is part may be adjusted to prevent dilution resulting from stock splits, stock dividendsunderwriting discounts or similar transactions.
Shares of CalAmp common stock issued to some “affiliates” of Vytek, as that term is defined in Rule 145 under the Securities Act, are being registered by way of the registration statement of which this prospectus forms a part. Without this registration statement, these shares could only be resold by the affiliates subject to the restrictions on resale in Rule 145. Approximately 43.8% of the shares that may be offered for resale by the selling stockholders are subject to lock-up agreements and, therefore, the ability to resell these shares will be restricted during the first 365 days following the merger. However, in our sole discretion, we may elect to release any and all shareholders from the restrictions of their lock-up agreements prior to the expiration of any lock-up period.
Selling stockholders, including their transferees, pledgeescommissions or donees or their respective successors, may from time to time offer and sell under this prospectus any or all of the common stock covered by this prospectus. When we refer to “selling stockholders” in this prospectus, we mean those persons listed in the table below, as well as their transferees, pledgees or donees or their respective successors.
The following table sets forth the name and address of the selling stockholders, the number of shares and percentage of shares of CalAmp common stock that the selling stockholders owned prior to the offering for resale of any of the shares of CalAmp common stock being registered hereby, the maximum number of shares of CalAmp common stock that may be offered for resale for the account of the selling stockholders pursuant to this prospectus and the percentage of shares of CalAmp common stock to be held by the selling stockholders after the offering of the shares available for resale (assuming all of the shares offered for resale are sold by the selling stockholders).
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Percentage of Shares of CalAmp |
| | | Shares of CalAmp | | Number of Shares | | Common Stock Owned(4)
|
| | | Common Stock | | of CalAmp | | Before | | After |
| | | to be Resold | | Common Stock | | Offering of the | | Offering of the |
Selling Stockholders (1)
| | in the Offering (2)
| | Owned (3)
| | Resale Shares
| | Resale Shares (5)
|
Mobius Technology Ventures Advisors
Fund VI, LP
300 El Camino Real Ste. 500
Palo Alto, CA 94306 | | | 30,210 | | | | 30,210 | | | | * | | | | * | |
Softbank US Ventures VI, L.P.
300 El Camino Real Ste. 500
Palo Alto, CA 94306 | | | 831,697 | | | | 831,697 | | | | 3.6 | % | | | * | |
Mobius Technology Ventures Side
Fund VI, LP
300 El Camino Real Ste. 500
Palo Alto, CA 94306 | | | 31,712 | | | | 31,712 | | | | * | | | | * | |
Mobius Technology Ventures VI, L.P.
300 El Camino Real Ste. 500
Palo Alto, CA 94306 | | | 775,450 | | | | 775,450 | | | | 3.3 | % | | | * | |
GS & Co PEP Technology Fund 2000, L.P.
One New York Plaza, Attn: John DeSouza
New York, NY 10004 | | | 264,501 | | | | 264,501 | | | | 1.1 | % | | | * | |
12
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Percentage of Shares of CalAmp |
| | | Shares of CalAmp | | Number of Shares | | Common Stock Owned(4)
|
| | | Common Stock | | of CalAmp | | Before | | After |
| | | to be Resold | | Common Stock | | Offering of the | | Offering of the |
Selling Stockholders (1)
| | in the Offering (2)
| | Owned (3)
| | Resale Shares
| | Resale Shares (5)
|
GS PEP Technology Fund 2000
Offshore Holdings, L.P.
One New York Plaza, Attn: John DeSouza
New York, NY 10004 | | | 104,388 | | | | 104,388 | | | | * | | | | * | |
GS & Co Private Equity Partners 1999
Direct Investment Fund, L.P.
One New York Plaza, Attn: John DeSouza
New York, NY 10004 | | | 7,731 | | | | 7,731 | | | | * | | | | * | |
Stone Street PEP Technology Fund 2000, L.P.
One New York Plaza, Attn: John DeSouza
New York, NY 10004 | | | 94,488 | | | | 94,488 | | | | * | | | | * | |
CIBC Employee Private Equity Fund Partners
425 Lexington Ave.
New York, NY 10017 | | | 278,523 | | | | 278,523 | | | | 1.2 | % | | | * | |
Charter Vytek LLC
535 Madison Ave., 28th Floor
New York, NY 10022 | | | 1,664,940 | | | | 1,664,940 | | | | 7.2 | % | | | * | |
CIBC MB, Inc.
425 Lexington Ave.
New York, NY 10017 | | | 835,567 | | | | 835,567 | | | | 3.6 | % | | | * | |
Frontenac VIII Limited Partnership
135 LaSalle Street Suite 3800
Chicago, IL 60603 | | | 1,188,151 | | | | 1,188,151 | | | | 5.1 | % | | | * | |
Frontenac Masters VIII Limited Partnership
135 LaSalle Street Suite 3800
Chicago, IL 60603 | | | 53,043 | | | | 53,043 | | | | * | | | | * | |
Leonard J. Fassler
70 West Red Oak Lane
White Plains, NY 10604 | | | 58,453 | | | | 58,453 | | | | * | | | | * | |
VTK Management LLC
70 West Red Oak Lane
White Plains, NY 10604 | | | 186,296 | | | | 186,296 | | | | * | | | | * | |
James E. Ousley
12670 High Bluff Drive
San Diego, CA 92130 | | | 143,154 | | | | 143,154 | | | | * | | | | * | |
Walter J. Cook, II
12670 High Bluff Drive
San Diego, CA 92130 | | | 33,545 | | | | 33,545 | | | | * | | | | * | |
Tracy R. Trent
12670 High Bluff Drive
San Diego, CA 92130 | | | 85,665 | | | | 85,665 | | | | * | | | | * | |
Vetter Investments, LLC
60 Mac Bain Avenue
Atherton, CA 94027 | | | 2,292 | | | | 2,292 | | | | * | | | | * | |
13
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Percentage of Shares of CalAmp |
| | | Shares of CalAmp | | Number of Shares | | Common Stock Owned(4)
|
| | | Common Stock | | of CalAmp | | Before | | After |
| | | to be Resold | | Common Stock | | Offering of the | | Offering of the |
Selling Stockholders (1)
| | in the Offering (2)
| | Owned (3)
| | Resale Shares
| | Resale Shares (5)
|
John Major
P.O. Box 27
Rancho Santa Fe, CA 92067 | | | 1,484 | | | | 1,484 | | | | * | | | | * | |
Raymond Thomas
17911 Vista Lomas Drive
Poway, CA 92064 | | | 1,141 | | | | 1,141 | | | | * | | | | * | |
Mission Ventures, L.P.
11512 El Camino Real Suite 3215
San Diego, CA 92105 | | | 142,479 | | | | 142,479 | | | | * | | | | * | |
Mission Ventures Affiliates, L.P.
11512 El Camino Real Suite 3215
San Diego, CA 92105 | | | 29,806 | | | | 29,806 | | | | * | | | | * | |
Mission Ventures II, L.P.
11512 El Camino Real Suite 3215
San Diego, CA 92105 | | | 229,359 | | | | 229,359 | | | | 1.2 | % | | | * | |
Mission Ventures Affiliates II, L.P.
11512 El Camino Real Suite 3215
San Diego, CA 92105 | | | 27,770 | | | | 27,770 | | | | * | | | | * | |
Tracy R. Trent Children’s Trust
12670 High Bluff Drive
San Diego, CA 92130 | | | 16,772 | | | | 16,772 | | | | * | | | | * | |
* | | Less than 1% |
|
(1) | | This table is based upon information supplied to CalAmp by Vytek prior to the acquisition, or by the selling stockholders. The table assumes that the selling stockholders sell all of the shares offered under this prospectus and that they do not acquire any other shares of our common stock before they sell all the shares offered under this prospectus. However, because the selling stockholders may offer from time to time all or some of their shares under this prospectus or in another permitted manner, we cannot give any assurances as to the actual number of shares that will be sold by the selling stockholders or the number of shares of our common stock that will be held by any selling stockholders after completion of the sales. The registration of these shares does not necessarily mean that the selling stockholders will sell any or all of the shares. Information concerning the selling stockholders may change from time to time, and changed information will be presented in an amendment to the registration statement or supplement to this prospectus, if and when necessary and required. |
|
(2) | | This registration statement also covers any additional shares of our common stock which become issuable in connection with the shares registered for resale hereby by reason of any stock dividend, stock split, recapitalization or other similar transactions effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock. |
|
(3) | | The number of shares owned by the selling stockholders include 854,700 shares which were deposited into an escrow fund to serve as security for potential indemnity claims by the Company under the merger agreement. Of the 854,700 shares held in escrow, the Company estimates that a substantial portion of the escrowed shares will be subject to reversion to the Company pursuant to the working capital provisions of the merger agreement dated December 23, 2003. |
|
(4) | | The percentage of shares owned is determined based upon 23,197,245 shares of CalAmp common stock issued and outstanding as of October 7, 2004. |
|
(5) | | Assumes that the selling stockholders sell all of the shares available for resale. |
Under Rule 415 under the Securities Act, we have filed a registration statement with the SEC, of which this prospectus forms a part, with respect to the resale from time to time of our common stock subject to this prospectus. Our common stock being registered under this registration statement is being registered to permit public secondary trading of such common stock. Subject to the restrictions described in this prospectus, the selling stockholders may offer our common stock being offered under this prospectus for
14
resale from time to time. Because the selling stockholders may dispose of all or a portion of our common stock covered by this prospectus, we cannot estimate the number of shares of our common stock that will be held by each selling stockholder upon the termination of any such disposition. In addition, subject to the restrictions described in this prospectus, the selling stockholders identified above may sell, transfer or otherwise dispose of a portion of the common stock being offered under this prospectus in transactions exempt from the registration requirements of the Securities Act. See “Plan of Distribution.”
CalAmp’s Relationships with the Selling Stockholders
Tracy Trent, who was the Executive Vice President and Chief Operating Officer of Vytek, entered into an employment agreement with CalAmp to become President, Vytek Solutions Division, of CalAmp, effective April 12, 2004 simultaneously with the closing of the Vytek merger. James E. Ousley, the former President and Chief Executive Officer of Vytek, was nominated as a director of CalAmp in connection with the Vytek merger and elected to our Board of Directors at the CalAmp Annual Meeting of Stockholders held on July 30, 2004.
Each of the selling stockholders subject to a lock-up agreement has also entered into registration rights agreement with CalAmp with respect to the shares issued to them in connection with merger. Under the registration rights agreement, CalAmp must notify the selling stockholders at least 20 days prior to the filing of any registration statement under the Securities Act with respect to an underwritten offering and will afford each stockholder an opportunity to include in such registration statement all or some of the CalAmp stock received pursuant to the merger, among other things. All stockholders proposing to distribute their stock in this manner must enter into an underwriting agreement with the underwriter, and the underwriter may, in certain circumstances, limit the number of shares to be included in the offering.. We also agreed to indemnify the selling stockholders in certain circumstances and bear certain customary costs in connection with an underwritten offering.
Under the merger agreement, we agreed to register for resale by the selling stockholders all of the shares of CalAmp common stock issued to them in connection with the merger with Vytek. If required by applicable law, we agreed to file this post-effective amendment on Form S-3, and keep this post-effective amendment effective until the earliest of: (i) two (2) years after the effective time of the merger, (ii) the date of final sale by the selling stockholders of all shares of registered hereunder or (iii) the date upon which all selling stockholders’ shares issued pursuant to the merger become saleable without registration pursuant to Rule 144 under the Securities Act. In addition, under the terms of the registration rights agreement, we agreed to provide certain indemnities and bear certain customary costs related to our obligation to register for resale all of the shares of CalAmp common stock issued to them in connection with the merger on behalf of the selling stockholders.
PLAN OF DISTRIBUTION
agent’s commissions. The shares of Common Stock being offered by the selling shareholders and their successors, including their transferees, pledgees or donees or their respective successors,common stock may be sold through one or more of the following methods: (i) to or through underwriters or dealers; (ii) directly to one or more purchasers; (iii) through agents; (iv) in block trades in which a dealer attempts to sell the shares as agent but may resell a portion of the block as principal to facilitate the transaction; (v) to a dealer as principal who may resell for its own account under this prospectus; (vi) through a distribution in accordance with the rules of any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale (including The Nasdaq National Market System); (vii) in ordinary brokerage transactions and transactions in which a broker solicits purchasers; (viii) “at the market” to or through market makers or into an existing market for shares; or (ix) through a combination of any such methods of sale. If underwriters, dealers or agents are used, the name of any such underwriter, dealer or agent involved in the offer and sale of the Common Stock, the amounts underwritten, any discounts or commissions, and the nature of its obligation to purchase the Common Stock, and any securities exchange on which such shares may be listed, will be described in a prospectus supplement, if required.
The distribution of the Common Stock may be effected from time to time in one or more transactions on one or more exchanges, on The Nasdaq National Market, or in the over-the-counter market or otherwise, at a fixed price or prices, at prevailing market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices. Prices may change over time.
Only agents, dealers or underwriters named in the prospectus supplement are deemed to be agents, dealers or underwriters in connection with the shares of common stock offered thereby. If underwriters are used in the sale, the shares may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, either at fixed prices, market prices prevailing at the time of sale, varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions, which may involve crosses or block transactions,
| • | | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
|
| • | | in the over-the-counter market; |
|
| • | | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
|
| • | | through the writing of options, whether such options are listed on an options exchange or otherwise; |
|
| • | | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
| • | | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
| • | | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
| • | | an exchange distribution in accordance with the rules of the applicable exchange; |
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| • | | privately negotiated transactions; |
|
| • | | short sales; |
|
| • | | sales pursuant to Rule 144 promulgated under the Securities Act; |
|
| • | | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
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| • | | a combination of any such methods of sale; and |
|
| • | | any other method permitted pursuant to applicable law. |
If the selling stockholders effect such transactions by selling shares of our common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom 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 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 course of hedging in positions they assume. The selling stockholders may also sell shares of common stock directly or through agents or dealers designated from time to time. Any agent or dealer involved in the offeringshort and sale of thedeliver shares will be named in the applicable prospectus supplement, if required. Any commissions payable by the selling stockholders to such agent or dealer will be set forth in applicable prospectus supplement. Unless otherwise indicated in such prospectus supplement, any such agent or dealer is acting on a best efforts basis for the period of its appointment.
In connection with the sale of Common Stock, underwriters, dealers or agents may receive compensation from the selling shareholders or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or
1516
commissions. Underwriters
of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell securities tosuch shares.
The selling stockholders may pledge or through dealers,grant a security interest in some or all of the shares of common stock owned by them and, such dealers may receive compensationif they default in the formperformance of discounts, concessionstheir secured obligations, the pledgees or commissionssecured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under applicable provisions of the underwriters and/Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or commissions fromother successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the purchasersshares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for whom they may act as agents. Underwriters, dealers,purposes of this prospectus.
The selling stockholders and
agents that participateany broker-dealer participating in the distribution of
securitiesthe shares of common stock may be deemed to be
underwriters under“underwriters” within the meaning of the Securities Act,
of 1933, as amended, referred to as the Securities Act. Anyand any commission paid, or any discounts or
commissions they receive from us or the selling shareholders andconcessions allowed to, any
profit on the resale of securities they realizesuch broker-dealer may be deemed to be underwriting
commissions or discounts
and commissions under the Securities Act.
To facilitate At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of Common Stock, certain persons participatingany 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 securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the offeringshares of common stock may engagenot be sold unless such shares have been registered or qualified for sale in transactionssuch state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that
stabilize, maintain,any selling stockholder will sell any or
otherwise affect the priceall of the
Common Stock. This may include over-allotments or short sales,shares of common stock registered pursuant to the shelf registration statement, of which
involve the sale by persons participating in the offering of more shares than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the Common Stock by bidding for or purchasing shares in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the Common Stock atthis prospectus forms a
level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.part.
The selling stockholders and any other
personsperson participating in
the sale orsuch distribution
of the shares will be subject to
liability under the federal securities laws and must comply with the requirementsapplicable provisions of the
SecuritiesExchange Act and the
Securitiesrules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act,
of 1934, as amended, or Exchange Act, including Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulationswhich may limit the timing of purchases and sales of
shares of CalAmp common stock by the selling stockholders or other persons. Under these rules and regulations, the selling stockholders and other persons participating in the sale or distribution may not engage in any
stabilization activity in connection with CalAmp common stock; must furnish each broker which offers shares covered by this prospectus with the number of copies of this prospectus and any supplement which are required by the broker; and may not bid for or purchase any CalAmp common stock or attempt to induce any person to purchase any CalAmp common stock other than as permitted under the Exchange Act. These restrictions may affect the marketability of any resale shares offered by the selling stockholders. The selling stockholders have acknowledged that they understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M. If so indicated in a prospectus supplement, the selling stockholders will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase shares of common stock providing for payment and delivery on a future date specified in such prospectus supplement. There may be limitations on the number of shares that may be purchased by any such institutional investor or on the number of shares that may be sold pursuant to such arrangements. Institutional investors to which such offers may be made, when authorized, include, commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions we may approve. The obligations of any such purchasers under this delayed delivery and payment arrangement will only be subject to the following two conditions: (i) at the time of delivery the purchase of the shares of common stock by an institution will not be prohibited under the lawsselling stockholders and any other participating person. Regulation M may also restrict the ability of any jurisdictionperson engaged in the United States to which such institution is subject; and (ii)ifdistribution of the shares of common stock are being sold to underwriters,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.
We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $42,067 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the selling stockholders will
have soldbe entitled to
such underwriters the total number of shares less the number of shares coveredcontribution. We may be indemnified by
such arrangements. Underwriters will not have any responsibility in respect of the validity of such arrangements or the performance of the selling stockholders
or such institutional investors. We will list any shares of Common Stock sold pursuant to a prospectus supplement on the Nasdaq National Market, subject to official notice of issuance.
Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of securities may be entitled to indemnification by us against certaincivil liabilities, including liabilities under the Securities Act.Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.
17
Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.
LEGAL MATTERS
Certain legal matters with respect to the
VALIDITY OF COMMON STOCK
The validity of the common stock offered hereby
have beenwill be passed
uponon for us by Gibson, Dunn & Crutcher
LLP, Los Angeles, California.16
LLP.
The consolidated financial statements of CalAmp Corp. (formerly California Amplifier, Inc.) as of February 28, 20042009 appearing in CalAmp Corp.’s Annual Report on Form 10-K for the year ended February 28, 2009 (including the schedule appearing therein) and 2003,the effectiveness of internal control over financial reporting as of February 28, 2009, have been audited by SingerLewak LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting as of and for the year ended February 28, 2009 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of CalAmp Corp. as of February 28, 2008 and for the each of the years in the
three-yeartwo year period ended February 28,
2004,2008, appearing in CalAmp Corp.’s Annual Report on Form 10-K for the year ended February 28, 2009 have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm,
as set forth in their report thereon incorporated by reference herein
, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Vytek Corporation (formerly Vytek Wireless, Inc.) as of December 31, 2003 and 2002 and for each of the two years KPMG LLP’s report refers to a change in the period then ended appearingmethod of accounting for uncertainties in CalAmp Corp.’s (formerly California Amplifier, Inc.) Current Report on Form 8-K/A filed on June 28, 2004 have been audited by Ernstincome taxes (effective March 1, 2007).
TRANSFER AGENT AND REGISTRAR; MARKET
The transfer agent and registrar for our common stock is American Stock Transfer & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements referred to above are incorporated herein by reference in reliance upon such report givenTrust Co., LLC. Our common stock is traded on the authority of such firm as experts in accounting and auditing.Nasdaq Stock Market under the symbol “CAMP.”
WHERE YOU CAN FIND MORE INFORMATION
We are subject tofile electronically with the reporting requirements of theSecurities and Exchange Act, under which we file periodicCommission our annual reports on Form 10-K, quarterly interim reports on Form 10-Q, current reports on Form 8-K, proxy statements and other informationinformation. We make available on or through our website, http://www.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 on our website is not incorporated by reference into this prospectus. You may read and copy any materials that we file withcan 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 SEC at the SEC’s Public Reference Room at 450 Fifthof the SEC, 100 F Street, N.W.N.E., Washington, D.C. 20549.20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 800-SEC-0330. (800) SEC-0330.
The SEC
also maintains
a website at http://www.sec.govan Internet world wide web site that contains reports, proxy
and information statements and other information
regardingabout issuers,
like CalAmp, that file electronically with the
SEC, including us. Our SEC filings are also available on our website, whichSEC. The address of that site is http://
www.precast.com. Informationwww.sec.gov. Unless specifically listed below under “Incorporation of Certain Documents by Reference” the information contained on
ourthe SEC website is not incorporated by reference into this
prospectus, and you should not consider information contained on our website as part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have filed
with the SEC a registration statement on Form S-3,
including exhibits, in connection with the
SEC covering salescommon stock to be sold in this offering. This prospectus is part of
our common stock. This documentthe registration statement and does not contain all
of the information
you can findincluded in the registration
statement or its exhibits.statement. For further information
you should referabout us and the common stock to
those documents. The statements containedbe sold in this
prospectus regarding the contents of any agreement or other document filed as an exhibitoffering, please refer to the registration
statement. The registration statement,
are not necessarily complete,including the attached exhibits and
in each instance reference is made to the copyschedules, contains additional relevant information about us and our securities. The rules and regulations of the
agreement or document filed as an exhibitSEC allow us to
the registration statement, each statement being qualified by this reference.DOCUMENTS INCORPORATED BY REFERENCE
We are “incorporating“incorporate by reference” specified documentsinto this prospectus certain information that we file with it. This means that we can disclose important information to you by referring you to another document that we filed separately with the SEC, which means:
• | | incorporated documents are considered part of this prospectus; |
|
• | | we are disclosing important information to you by referring you to those documents; and |
|
• | | information that we file in the future with the SEC will automatically update and supersede earlier information contained or incorporated by reference in this prospectus. |
SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in this prospectus. You should read the information incorporated by reference because it is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent a statement contained in this prospectus or any other subsequently filed document that is incorporated by reference into this prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different.
18
We incorporate by reference the documents listed below and anyfollowing documents that we filepreviously filed with the SEC underpursuant to the Exchange Act:
| (a) | | CalAmp’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009, as filed with the SEC on May 12, 2009, including all material incorporated by reference therein; |
|
| (b) | | CalAmp’s definitive proxy statement filed with the SEC on June 24, 2009; |
|
| (c) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2009, as filed with the SEC on July 9, 2009; |
|
| (d) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended August 29, 2009, as filed with the SEC on October 8, 2009; |
|
| (e) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2009, as filed with the SEC on January 7, 2010; |
|
| (f) | | CalAmp’s Current Report on Form 8-K filed with the SEC on December 29, 2009 |
|
| (g) | | CalAmp’s Current Report on Form 8-K filed with the SEC on January 19, 2010; and |
|
| (h) | | The description of CalAmp’s Common Stock contained in the Registration Statement on Form S-1/A filed with the SEC on March 25, 1993. |
All documents and reports filed by CalAmp pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
(other than Current Reportsand prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents, provided, however, that CalAmp is not incorporating any 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
items 9either Item 2.02 or
12Item 7.01 of
any current report on Form
8-K):• | | our Annual Report on Form 10-K for the fiscal year ended February 28, 2004, filed on May 28, 2004,8-K.Any document, and any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated on deemed to be incorporated by reference herein, modifies on supersedes such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The documents incorporated by reference in this prospectus may be obtained from us without charge and the amendment thereto, filed on September 3, 2004; |
|
• | | our Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2004, filed on July 13, 2004, and the amendment thereto, filed on September 3, 2004; |
|
• | | our Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2004, filed on October 12, 2004; |
17
• | | our Current Reports on Form 8-K filed on March 11, 2004, March 19, 2004, April 9, 2004, April 13, 2004, April 21, 2004, April 26, 2004, April 27, 2004 (and the amendment thereto, filed on June 28, 2004), June 1, 2004, July 13, 2004, and October 8, 2004; and |
|
• | | The description of our common stock contained in our Registration Statement on Form S-1/A filed on March 25, 1993. |
We will provide you, at no charge,be provided to each person, including any beneficial owner, to whom a prospectus is delivered. You may obtain a copy of the documents we incorporateat no cost by reference in this prospectus. Tosubmitting an oral or written request a copy of any or all of these documents, you should write or telephone usto CalAmp’s Corporate Secretary at the following address and telephone number:
CalAmp Corp.
1401 NorthN. Rice Avenue,
Oxnard, California 93030
Attention: Corporate Secretary
Telephone: or by calling CalAmp at (805) 987-9000
18
This document does987-9000. Additional information about us is available at our web site located athttp://www.calamp.com. Information contained in our web site is not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of CalAmp common stock, in any jurisdiction to or from any person to whom or from whom it is unlawful to make the offer or solicitation of an offer in that jurisdiction. Neither the deliverypart of this prospectus nor any distribution of securities means, under any circumstances, that there has been no change in the information set forth in this document or in the affairs of CalAmp since the date of this prospectus. The selling stockholders have supplied all information contained in this document with respect to the selling stockholders.
CalAmp Corp.
Common Stock
PROSPECTUS
, 2004
19
2,431,819 Shares
CalAmp Corp.
Common Stock
PROSPECTUS
January 20, 2010
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the costsOther Expenses of Issuance and expenses, other than discounts and commissions, if any, incurred in connection with the sale of common stock being registered. All amounts are estimated except the Securities and Exchange Commission registration fee.
CalAmp will bear all its own expenses incurred in connection with the sale of the common stock being registered hereby. The selling stockholders will bear any fees, costs and expenses incurred by them and will also pay any commissions and discounts relating to the shares to be sold by them.Distribution.*
| | | | | |
| Securities and Exchange Commission registration fee | | | * | |
| Legal fees and expenses | | $ | 20,000 | |
| Accounting fees and expenses | | $ | 15,000 | |
| Printing and filing fees | | $ | 4,000 | |
| Total | | $ | 39,000 | |
| | | | | |
| | | Amount | |
| SEC registration fee | | $ | 567 | |
| Transfer agent and registrar fee | | $ | 3,000 | |
| Printing expenses | | $ | 1,500 | |
| Accountant fees | | $ | 10,000 | |
| Counsel fees | | $ | 25,000 | |
| Miscellaneous | | $ | 2,000 | |
| | | | |
| |
| Total | | $ | 42,067 | |
| | | | |
* Not applicable
| | |
| * | | All such amounts are estimates, other than the SEC registration fee. All fees and expenses incident to the registration of the shares disclosed above are borne by CalAmp Corp. |
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law, as amended
(the “DGCL”), allows a corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of
Delaware General Corporation LawDGCL or (d) obtained an improper personal benefit from a transaction.
Article VII of the Registrant’s Certificate of Incorporation, as amended, and Article VII of its Bylaws provide for the indemnification by the Company of each director, officer and employee of the Company to the fullest extent permitted by the
Delaware General Corporation law,DGCL, as the same exists or may hereafter be amended. Section 145 of the
Delaware General Corporation LawDGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
In addition, Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
II-1
indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Delaware law further provides that nothing in the
II-1
above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
In October 1987, the Company effectively
We have entered into
indemnification agreements with our directors and
the stockholdersour officers containing provisions that require us to indemnify our directors and officers against liabilities that may arise by reason of
the Company ratified, an indemnity agreement with Arthur H. Hausman. The purposetheir status or service as directors and/or officers and to advance their expenses incurred as a result of
the indemnity agreement isany proceeding against them as to
provide the broadest possible indemnification of the person entering into the indemnity agreement consistent with applicable law.which they could be indemnified.
Should Section 2115 of the California Corporations Code apply to the Registrant, the Registrant’s ability to indemnify its directors, officers, employees and agents pursuant to the Certificate of Incorporation, the Bylaws, the Indemnity Agreements or otherwise may be further limited in accordance with the provisions of the California Corporations Code made applicable by Section 2115.
The Company maintains an insurance policy that indemnifies directors and officers against certain liabilities under certain circumstances.
Item 16. EXHIBITSExhibits
(a) Exhibits
| | | |
Exhibit | | |
Number
| | Exhibit
|
| 4.1 | | Registration Rights agreement dated February 11, 2004, as Exhibit H to the Agreement and Plan of Merger and Reorganization dated December 23, 2003 among the Registrant, Mobile Acquisition Sub, Inc., Vytek Corporation, and James E. Ousley, as Stockholder Representative, filed as Exhibit 2.1 to the Registrant’s Registration Statement on Form S-4 filed on February 13, 2004, incorporated herein by reference. |
4.2 | | Amended and Restated Rights Agreement, amended and restated as of September 5, 2001, by and between the Registrant and Mellon Investor Services LLC , as Rights Agent filed as(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2001, and incorporated herein by reference.2001). |
5.1* |
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP. |
23.1* |
| 23.1 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
23.2* |
| 23.2 | | Consent of SingerLewak LLP. |
|
| 23.3 | | Consent of KPMG LLP. |
23.3* | | Consent of Ernst & Young LLP |
24.1* |
| 24.1 | | Power of Attorney (on(incorporated by reference to the signature page)page hereto). |
Item 17. UNDERTAKINGS.A. | | The undersigned registrant hereby undertakes: |
1. | | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| | (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; |
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| | (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to rules 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; and |
|
| | (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
Undertakings. A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section l0(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however,that
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| | 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
| | 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| | B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| | C. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. |
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| | D. The undersigned registrant undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to this Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| | E. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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| | F. The undersigned registrant hereby undertakes that: |
| | 1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
|
| | 2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(a) Paragraphs (A)(1)(i) and (A)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
(b) Paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished,providedthat the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purposes of determining any liability under the Securities Act to any purchaser,
(i) If the undersigned Registrant is relying on Rule 430B:
(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the undersigned Registrant is relying on Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
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other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B. The undersigned Registrant hereby undertakes that, for purposes determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURESII-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Oxnard, State of California on
this 20th day of October, 2004.January 20, 2010.
| | | | | |
| | CALAMP CORP.
| CalAmp Corp. |
| | By: | | /s/ Richard K. Vitelle | |
| | | By:Name: | Richard K. Vitelle | | /s/ Fred Sturm |
| | | Title: |
Vice President Finance and Chief Financial Officer | |
| | | | Fred Sturm |
| | | | President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, thatPRESENTS:
That each
such person whose signature appears below
does hereby constituteconstitutes and
appoint each of Messrs. Fred Sturmappoints, jointly and severally, Richard Gold and Richard
K. Vitelle,
each with full power of substitution and full power to act without the
other, his true and lawful
attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional shares of common stock, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents
and each of them,with full power and authority to do
any and
performall acts and things and to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, including pre-effective and post-effective amendments, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and
every act and thing requisite and necessary to be done in order to effectuate the same as fully, toconfirms that all
intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-factattorneys and agents, or
anyeither of them,
may lawfullyshall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated below and on the dates indicated.indicated:
| | | | | |
Name and Signature
| | Title
| | Date
|
/s/ Fred Sturm
Richard GoldRichard Gold | | Director; President and Chief Executive
Officer and Director
(Principal(Principal Executive Officer) | | October 20, 2004January 18, 2010 |
| | | | |
Fred Sturm/s/ Richard K. VitelleRichard K. Vitelle | | Vice President Finance and Chief
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer) | | January 20, 2010 |
| | | | |
| /s/ Frank Perna, Jr. | | Chairman of the Board | | January 18, 2010 |
| Frank Perna, Jr. | | | | |
| | | | | |
/s/ Richard Vitelle
Kimberly AlexyKimberly Alexy | | Vice President of Finance, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)Director | | October 20, 2004January 15, 2010 |
|
II-5
Richard Vitelle
| | | | | | | | | |
/s/ Richard Gold
Name and Signature | | Chairman of the BoardTitle | | October 20, 2004 |
Richard Gold
| | | | |
| | | | Date |
/s/ Arthur Hausman
A.J. “Bert” MoyerA.J. “Bert” Moyer | | Director | | October 20, 2004 |
Arthur Hausman
| | | | |
| | | | |
/s/ Albert Moyer
| | Director | | October 20, 2004 |
Albert Moyer
| | | | |
| | | | |
/s/ James Ousley
| | Director | | October 20, 2004 |
James Ousley
| | | | |
| | | | |
/s/ Frank Perna, Jr.
| | Director | | October 20, 2004 |
Frank Perna, Jr.
| | | | January 18, 2010 |
| | | | | |
/s/ Thomas Ringer
PardunThomas Pardun | | Director | | October 20, 2004January 16, 2010 |
Thomas Ringer
| | | | |
