-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A77TFz0R5UtOeA86d9MjvkN5ljupkslubCIv5/eVdo1YuWQwVoThl/OoGCf82MqR gVxHqTWKzq0DijsQV77naQ== 0000730255-08-000016.txt : 20080423 0000730255-08-000016.hdr.sgml : 20080423 20080422195757 ACCESSION NUMBER: 0000730255-08-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CalAmp Corp. CENTRAL INDEX KEY: 0000730255 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953647070 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 08770385 BUSINESS ADDRESS: STREET 1: 1401 N. RICE AVENUE CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 1401 N. RICE AVENUE CITY: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA AMPLIFIER INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k-pr.txt FORM 8K APRIL 22, 2008 PRESS RELEASE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2008 ____________________ Exact Name of Registrant as Specified in Its Charter: CalAmp Corp. ___________________________________ Delaware 0-12182 95-3647070 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 1401 N. Rice Avenue Oxnard, CA 93030 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01 Regulation FD Disclosure On April 22, 2008, CalAmp Corp. issued a press release announcing preliminary results for its fiscal 2008 fourth quarter ended March 1, 2008*. In the press release the Company also announced that it expects to record a goodwill impairment charge in the fourth quarter of approximately $5.5 million that resulted from the completion of the second phase of the impairment test. These preliminary fourth quarter results are subject to final adjustments. A copy of the press release is attached as Exhibit 99.1. * For clarity of presentation in the press release, the quarter-end date is shown as February 28, 2008, although under the Company's 52-53 week fiscal year method the actual quarter-end date is March 1, 2008. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release on April 22, 2008 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. CALAMP CORP. April 22, 2008 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exh_99-1.txt PRESS RELEASE DATED APRIL 22, 2008 Exhibit 99-1 NEWS BULLETIN FROM: CalAmp Logo FOR IMMEDIATE RELEASE CalAmp Announces Preliminary Fiscal 2008 Fourth Quarter Results OXNARD, Calif., April 22, 2008--CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products, services and solutions, today announced preliminary financial results for its fiscal 2008 fourth quarter ended February 28, 2008. The Company expects to report consolidated revenues of approximately $29.8 million for the fourth quarter, which is within the previously provided revenues guidance range of $29 to $33 million. The Company also expects to report a fourth quarter GAAP-basis loss from continuing operations in the range of ($0.35) to ($0.39) per diluted share compared to earlier guidance of ($0.06) to ($0.10). These preliminary fourth quarter financial results are subject to final adjustments. The GAAP basis loss from continuing operations was impacted primarily by a fourth quarter non-cash goodwill impairment charge of approximately $5.5 million pretax that resulted from the completion of the second phase of the impairment test. The Company had initiated an impairment test in the third quarter, but had not finalized its calculations of the actual charge. The fourth quarter also includes the previously reported pretax charge of $1.0 million for expenses associated with the departure of the Company's former CEO. The Adjusted Basis (non-GAAP) loss from continuing operations for the fourth quarter is expected to be ($0.09) to ($0.12) per diluted share compared to previous guidance of ($0.01) to ($0.05). The Adjusted Basis (non-GAAP) loss from continuing operations excludes net of tax amounts for the preliminary fourth quarter goodwill impairment charge ($5,062,000), amortization of intangible assets ($944,000) and stock-based compensation ($465,000). Commenting on the Company's preliminary fourth quarter results, Rick Gold, CalAmp's President and Chief Executive Officer, said, "Despite the fact that the preliminary fourth quarter loss was greater than our original projections, our revenue was within the guidance range and we generated positive operating cash flow during the quarter. We ended the fourth quarter with a cash balance of $6.6 million, which is an increase of $1.5 million on a sequential quarter basis. We also finalized an amendment of our credit agreement with our lenders. As a result we can now move forward into Fiscal 2009 with enhanced financial flexibility as we execute our strategy to return CalAmp to profitability." CalAmp expects to release final results for the Company's fiscal 2008 full year and fourth quarter after close of market on May 8, 2008. About CalAmp Corp. CalAmp is a leading provider of mission-critical high value wireless communications solutions that enable anytime/anywhere access. CalAmp's Wireless DataCom Division services the public safety, industrial monitoring and controls, and mobile resource management market segments with wireless solutions built on communications technology platforms that include proprietary licensed narrowband, standards-based unlicensed broadband and cellular networks. CalAmp's Satellite Division supplies outdoor customer premise equipment to the U.S. Direct Broadcast Satellite (DBS) market. For additional information, please visit www.calamp.com Forward-Looking Statements Statements in this press release that are not historical in nature are forward-looking statements, which involve known and unknown risks and uncertainties. Words such as "may", "will", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", "anticipate", "goal" and variations of these words and similar expressions, are intended to identify forward-looking statements. Actual results could differ materially from those implied by such forward-looking statements. Although the Company believes the expectations reflected in such 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. AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Rick Vitelle Lasse Glassen Chief Financial Officer General Information (805) 987-9000 (213) 486-6546 lglassen@frbir.com -----END PRIVACY-ENHANCED MESSAGE-----