EXHIBIT 20.1
CALIFORNIA AMPLIFIER ANNOUNCES POSSIBLE DELISTING FROM NASDAQ
AND "E" ADDED TO STOCK SYMBOL DUE TO DELINQUENT FILINGS
Camarillo, CA - May 3, 2001 -- California Amplifier (Nasdaq: CAMP)
today announced that it had received notice from The Nasdaq Stock
Market that it intends to delist shares of the Company's common stock
at the opening of business on May 8, 2001 for failure to comply with
Marketplace Rule 4310(c)(14) which requires annual reports to contain
audited financial statements. As a result of the filing delinquency,
the fifth character "E" was appended to California Amplifier's trading
symbol, which was changed from CAMP to CAMPE.
The Company has appealed the notice of delisting and currently has a
scheduled hearing date of May 25, 2001, during which time the Company
will continue to be listed on NASDAQ although trading in the Company's
common stock is currently suspended. As discussed below, the Company
anticipates filing its restated audited financial statements prior to
that time. Consequently, the Company believes it unlikely that its
common stock will actually be delisted from NASDAQ unless unforeseen
problems are uncovered as part of the audit process or the Company
otherwise fails to meet NASDAQ listing requirements.
California Amplifier announced on April 4, 2001 that its outside
auditors, Arthur Andersen LLP, withdrew their audit report with respect
to the Company's consolidated financial statements for the fiscal year
ended February 26, 2000 as a result of the Company's continuing
internal investigation of financial statement misstatements by its
former controller which caused its previously reported financial
statements to contain overstatements to net income for the fiscal year
ended February 26, 2000 and for the interim periods during fiscal year
2000 and fiscal year 2001. Following this announcement, NASDAQ
suspended trading in the Company's common stock.
The Company is continuing its investigation in order to determine the
magnitude and timing of the misstatements and to be in a position to
issue restated financial statements. The Company is working closely
with Arthur Andersen and has submitted the restated fiscal year 2000
financial statements to them so that such statements can be examined
and audited. The Company's outside legal counsel are also assisting the
Company and the Audit Committee of the Board of Directors with the
investigation. At this time, it appears that the fiscal year 2000
audited restated results and the restated quarterly information for
fiscal year 2000 and the first nine months of fiscal year 2001 will be
issued on or about May 16, 2001. The Company's findings with respect to
fiscal year 2000 and the interim periods of fiscal year 2001 are
preliminary, and as a result the Company is not in a position to
disclose detailed information until its independent auditors have
completed their examination of fiscal 2000 and reviewed the quarterly
information for fiscal 2001.
The Company currently expects to report fourth quarter and fiscal 2001
year end results by the end of May.
The Company will file with the Securities and Exchange Commission
amended Form 10-Qs and Form 10-K for the year ended February 26, 2000
and Form 10-Qs for each of the three interim periods of fiscal year
2001 when the fiscal year 2000 audit results are complete.
As of April 30, 2001, fifteen securities class action complaints had
been filed against the Company in Federal Court in the Central District
of California. Six of the complaints also name the Company's chief
executive officer and its chief financial officer. All the complaints
basically allege that the Company's financial statements and financial
press releases were materially false and misleading during the class
period and that the Company and the executives where named knew or were
deliberately reckless in not knowing that the financial statements and
press releases were materially false when published. No lead plaintiffs
counsel has been selected. The Company will vigorously defend the
actions and intends to file a motion to dismiss once the cases are
consolidated.
Forward looking statements in this press release are made pursuant to
the safe harbor provision of the Private Securities Litigation Reform
Act of 1995 and reflect the Company's current views with respect to
future events and are subject to certain risks and uncertainties,
including, without limitation, product demand, market growth, new
competition, new technologies, the ongoing internal financial
investigation, litigation and related matters, and other risks and
uncertainties that are detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission,
copies of which may be obtained from the Company upon request. Such
risks and uncertainties could cause actual results to differ materially
from historical results or those anticipated. Although the Company
believes the expectations reflected in its forward-looking statements
are based upon reasonable assumptions, it can give no assurance that
its expectations will be attained. The Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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For more information contact:
Michael Ferron
Chief Financial Officer
California Amplifier, Inc.
805/987-9000
mferron@calamp.com