As filed with the Securities and Exchange Commission on October 20, 2004
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CalAmp Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-3647070
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1401 North Rice Avenue
Oxnard, CA 93030
(805) 987-9000
(Address of Principal Executive Offices) (Zip Code)
CalAmp Corp. 2004 Stock Incentive Plan
(Full Title of the Plan)
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 Agent for Service)
with a copy to:
Peter F. Ziegler
Gibson, Dunn & Crutcher LLP
333 S. Grand Avenue
Los Angeles, CA 90071
(213) 229-7000
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities Amount Offering Maximum
to be to be Price Aggregate Amount of
Registered Registered per Share(1) Offering Price(1) Registration
Fee(1)
Common Stock, 3,000,000 $6.61 $19,830,000 $2,512.46
par value
$0.01 per share
(1) Estimated in accordance with Rules 457(h) and 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), solely for
the purpose of calculating the total registration fee. The price per
share and aggregate offering price are based upon the average of the
high and low prices of the Registrant Common Stock, as reported on
the NASDAQ National Market on October 18, 2004 (w/in five days of
filing).
INTRODUCTION
This Registration Statement on Form S-8 is filed by CalAmp Corp., a
Delaware corporation (the "Registrant"), relating to 3,000,000 shares of its
common stock, par value $0.01 per share (the "Registrant Common Stock"),
issuable to eligible persons under the CalAmp Corp. 2004 Stock Incentive Plan
(the "Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which previously have been filed by the
Registrant with the Commission, are incorporated herein by reference and made
a part hereof:
(i) The Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 2004 filed on May 28, 2004;
(ii) The Registrant's Quarterly Report on Forms 10-Q for the quarter
ended May 31, as filed July 13, 2004, and the quarter ended August 31, 2004,
as filed on October 12, 2004;
(iii) The Registrant's Current Reports on Form 8-K filed on March 11,
March 19, April 9, April 13, April 21, April 26, April 27, June 1, July 13,
October 8 and October 12, 2004, and on Form 8-K/A filed on June 28, 2004;
(iv) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form S-1/A, filed with the
Commission on March 25, 1993, including any amendment or report filed for the
purpose of updating such description; and
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto, which indicates that all
securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such document or such
statement in such document. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Subject to the foregoing, all information appearing
in this Registration Statement is so qualified in its entirety by the
information appearing in the documents incorporated by reference.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law, as
amended, 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 Law or (d) obtained an improper personal benefit from a
transaction.
Article VII of the Registrant's Amended and Restated Certificate of
Incorporation, and Article VII of its Bylaws, as amended, 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, as the same exists or may hereafter be amended. Section 145 of the
Delaware General Corporation Law 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 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 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 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 entered into, and the
stockholders of the Company ratified, an indemnity agreement with Arthur H.
Hausman, who has served as a director of the Company since that time. The
purpose of this indemnity agreement was to provide the broadest possible
indemnification of Mr. Hausman consistent with applicable law. There are no
such indemnity agreements with any other individuals who currently serve as
directors or officers of the Company.
Should Section 2115 of the California Corporations Code apply to the
Registrant, the Registrant would also be subject to certain provisions of the
California General Corporation Law. Accordingly, 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 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
3.1 Amended and Restated Certificate of Incorporation, as filed on
July 30, 2004 with the Secretary of State of the State of
Delaware (incorporated by reference to Exhibit 3.1 of the
Registrant's Quarterly Report on Form 10-Q filed on October 12,
2004).
3.2 By-Laws of Registrant, as amended, filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K as filed February 28,
1992, and incorporated herein by reference.
3.3 Amendment to By-Laws of Registrant, filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K as filed April 21, 2004,
and incorporated herein by reference.
3.4 Amendment to By-Laws of Registrant, filed as 3.1 to the
Registrant's Current Report on Form 8-K as filed June 1, 2004,
and incorporated herein by reference.
4.1* CalAmp Corp. 2004 Stock Incentive Plan, as amended.
4.2 Amended and Restated Rights Agreement, amended and restated as
of September 5, 2001, by and between Registrant and Mellon
Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K filed on September 6, 2001).
5.1* Opinion of Gibson, Dunn & Crutcher LLP.
23.1* Consent of Gibson, Dunn & Crutcher LLP (included
in Exhibit 5.1).
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP.
24.1* Power of Attorney (on signature page).
___________
* Filed herewith.
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) 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
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
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 this 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 and of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(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 paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(b) 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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
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 the requirements for filing on Form S-8 and has duly caused this
Form S-8 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.
CalAmp Corp.
By: /s/ Fred Sturm
-------------------
Fred Sturm
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint each of Messrs. Fred Sturm
and Richard 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, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully, to all intents and purposes, as they, he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
President, Chief Executive October 20, 2004
Officer and Director
/s/ Fred Sturm (Principal Executive Officer)
--------------------
Fred Sturm
Vice President of Finance,
Chief Financial Officer and
Treasurer (Principal Financial October 20, 2004
/s/ Richard Vitelle and Accounting Officer)
--------------------
Richard Vitelle
/s/ Richard Gold Chairman of the Board October 20, 2004
---------------------
Richard Gold
/s/ Arthur Hausman 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.
/s/ Thomas Ringer Director October 20, 2004
--------------------
Thomas Ringer
EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Amended and Restated Certificate of Incorporation, as filed on
July 30, 2004 with the Secretary of State of the State of
Delaware (incorporated by reference to Exhibit 3.1 of the
Registrant's Quarterly Report on Form 10-Q filed on October 12,
2004).
3.2 By-Laws of Registrant, as amended, filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K as filed February 28,
1992, and incorporated herein by reference.
3.3 Amendment to By-Laws of Registrant, filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K as filed April 21, 2004,
and incorporated herein by reference.
3.4 Amendment to By-Laws of Registrant, filed as 3.1 to the
Registrant's Current Report on Form 8-K as filed June 1, 2004,
and incorporated herein by reference.
4.1* CalAmp Corp. 2004 Stock Incentive Plan, as amended.
4.2 Amended and Restated Rights Agreement, amended and restated as
of September 5, 2001, by and between Registrant and Mellon
Investor Services LLC, as Rights Agent (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K filed on September 6, 2001).
5.1* Opinion of Gibson, Dunn & Crutcher LLP.
23.1* Consent of Gibson, Dunn & Crutcher LLP (included
in Exhibit 5.1).
23.2* Consent of KPMG LLP.
23.3* Consent of Ernst & Young LLP.
24.1* Power of Attorney (on signature page).
----------------
* Filed herewith.