-----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, AhZ0BSMpW8zuSPLZEzivQWK7SB6kbveNwEECn7fgtkm0AnwreHO22shm7zRo+sdJ 90jx2dDRfV8cTGNILurjnQ== 0000730255-03-000045.txt : 20031223 0000730255-03-000045.hdr.sgml : 20031223 20031223161512 ACCESSION NUMBER: 0000730255-03-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031223 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA AMPLIFIER INC 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: 031071297 BUSINESS ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 8-K 1 fy04-q3pr_8k.txt FORM 8-K 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): December 23, 2003 ____________________ Exact Name of Registrant as Specified in Its Charter: CALIFORNIA AMPLIFIER, INC. ___________________________________ 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: 460 Calle San Pablo Camarillo, CA 93012 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events and Required FD Disclosure On December 23, 2003, California Amplifier, Inc. issued a press release announcing the signing of a definitive agreement for the acquisition of Vytek Corporation, a privately-held company. A copy of the press release is attached as Exhibit 99-1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated December 23, 2003 announcing the signing of a definitive agreement to acquire Vytek Corporation. 99.2 Press release of the Registrant dated December 23, 2003 announcing results of operations for the quarter ended November 30, 2003. Item 12. Results of Operations and Financial Condition The information set forth in Exhibit 99.2 of this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in Exhibit 99.2 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On December 23, 2003, California Amplifier, Inc. issued an earnings release announcing its financial results for the third quarter ended November 30, 2003. A copy of the earnings release is attached as Exhibit 99.2. 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. CALIFORNIA AMPLIFIER, INC. December 23, 2003 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 3 exhibit_99-1.txt PRESS RELEASE CONCERNING VYTEK ACQUISITION EXHIBIT 99-1 FOR IMMEDIATE RELEASE: California Amplifier to Acquire Vytek Corporation Acquisition Strengthens California Amplifier's Engineering Capability and Market Presence, and Diversifies Product and Customer Base CAMARILLO, CA, December 23, 2003-- California Amplifier, Inc. (Nasdaq: CAMP) announced today that it has signed a definitive agreement to acquire Vytek Corporation. The acquisition represents a pivotal step in California Amplifier's strategic growth plan to diversify its customer base, expand its core engineering capability, and broaden its market offerings. Vytek, a privately-held company headquartered in San Diego, California, is a provider of hardware and software solutions and services that enable wired and wireless access to information. Vytek has a diversified Fortune 1000 customer base consisting of world-class technology companies, consumer electronics companies, household names in retailing and distribution, and companies in various vertical markets such as healthcare and public safety. Vytek has approximately 280 employees with 10 offices nationwide, and has longstanding customer relationships dating back 18 years through its prior acquisitions. In commenting on the acquisition, Fred Sturm, Chief Executive Officer of California Amplifier, stated, "Customers today are looking for total solutions for their communications needs. This acquisition will add strong complementary engineering capabilities, a world-class professional services team, and an expanded customer presence. Our goal will be to accelerate bringing our previously announced product technologies to market, and to leverage our expanded customer contact and solutions approach to drive new product initiatives." Mr. Sturm continued, "The combined Company will have strong engineering development capabilities spanning firmware and software, digital processor- based design, and wireless system, RF and antenna design. This product development capability, combined with California Amplifier's high-volume manufacturing capability and Vytek's systems integration and professional services organization, will enable us to offer comprehensive solutions to our customers. As a result of this acquisition, our customer base will grow and diversify beyond satellite television and telecommunications service providers to include large and medium sized Enterprise customers, thereby expanding our market reach and distribution channels." Commenting on the acquisition, Jim Ousley, Chief Executive Officer of Vytek, said, "We believe the combination of California Amplifier and Vytek is an excellent fit for all our stakeholders -- our customers, employees and shareholders. Integrating the resources of both companies will provide for the rapid expansion of our wired and wireless solutions into the marketplace." For the unaudited eleven month period ended November 30, 2003, Vytek had revenues of approximately $38.4 million. During this period, Vytek generated approximately 40% of its revenues from wireless products and 60% of its revenues from software development and professional services. Vytek is backed by private equity investors including Charterhouse Group International, CIBC Capital Partners, Frontenac Company, Goldman Sachs, Mission Ventures and Mobius Venture Capital. The terms of the definitive agreement provide that California Amplifier will acquire Vytek by merging it with and into a newly formed, wholly owned subsidiary of California Amplifier in exchange for fixed number of 8,200,000 shares of California Amplifier's common stock with an aggregate value of approximately $76.8 million at yesterday's closing stock price. California Amplifier and Vytek expect to complete the transaction during the first quarter of calendar 2004. The transaction is subject to customary closing conditions, including approvals by regulatory agencies and by the stockholders of Vytek and California Amplifier. The stockholders of Vytek will be asked to approve the merger, and the stockholders of California Amplifier will be asked to approve the issuance of the shares of its common stock in the transaction. Certain stockholders of Vytek holding in the aggregate approximately 32% of the voting power of Vytek on an as-if-converted to common stock basis have signed voting agreements and irrevocable proxies committing to vote their shares of Vytek stock in support of the proposed merger. As a condition to the completion of the merger, the same Vytek stockholders are expected to sign lock-up agreements not to sell the shares of California Amplifier received by them in the merger for a period of 6 to 12 months after the closing. In addition, there will be a 15 month escrow of shares with an initial value of approximately $8 million to support any post-closing claims that California Amplifier may have under the definitive agreement. These escrowed shares could be sold under certain circumstances prior to the end of the escrow period and replaced with an equivalent amount of cash. Given Vytek's cost structure and growth outlook, this transaction is anticipated to have a positive impact on gross margins and be accretive in California Amplifier's fiscal year 2006. Additional financial details will be made available in the Company's filings with the Securities and Exchange Commission. California Amplifier will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the offer and sale of shares of its common stock in connection with the proposed merger under the Securities Act of 1933, as amended. The registration statement will contain important information and stockholders of Vytek should carefully read the registration statement and any amendments or supplements thereto before making a decision with respect to the proposed merger. California Amplifier will also file with the SEC a proxy statement in connection with the solicitation of proxies for use at a special meeting of its stockholders to approve the issuance of shares of its common stock in connection with the proposed merger. The proxy statement will contain important information and stockholders of California Amplifier should carefully read the proxy statement before making a decision with respect to the issuance of shares in the proposed merger. The officers and directors of California Amplifier may be deemed to be participants in connection with this solicitation of proxies. Copies of the registration statement and the proxy statement when filed may be obtained without charge at the SEC's website at www.sec.gov or from California Amplifier. Statements in this release about the California Amplifier's future financial performance, customer relationships, initiatives to develop innovative wireless access solutions, anticipated business synergies, and the market potential of new products and service offerings are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Words such as "may", "will", "expects", "anticipates", "intends", "plans", "believes", "seeks", "could", "estimate" and variations of these words and similar expressions are intended to identify forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, the requirement that the transaction receive approval from California Amplifier's stockholders, the risk that the conditions relating to regulatory clearance might not be satisfied in a timely manner or at all, risks relating to the integration of the businesses of California Amplifier and Vytek, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, risks relating to the protection of intellectual property, the impact of competitive products, changes to the competitive environment, pricing pressures, supplier constraints, manufacturing yields, market acceptance of new products, and the viability and market acceptance of new technologies. 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. More information about California Amplifier's risks is available in the Company's Annual Report on Form 10-K and other filings made from time to time with the Securities and Exchange Commission. About VYTEK Corporation VYTEK Corporation is a provider of technology integration solutions and wireless access hardware and software. Vytek has expertise in wireless technologies from 802.11a/b/g, Bluetooth and GPRS to RFID for next generation devices and products. Vytek provides engineering expertise in developing both software and hardware solutions that includes: Business & Technology Assessment; Prototype, Architect & Design Solutions; Services/Product Development; Integration & Implementation; and Support. Headquartered in San Diego, California with offices nationwide, Vytek serves both large and small clients in a variety of industries. More information can be found at www.vytek.com. About California Amplifier, Inc. California Amplifier designs, manufactures and markets a broad line of integrated microwave equipment used primarily in conjunction with satellite television and terrestrial broadband wireless and video applications. The Company's Satellite business unit designs and markets outdoor reception equipment for the U.S. Direct Broadcast Satellite (DBS) television market as well as a full line of consumer and commercial products for video and data reception. The Wireless Access business unit designs and markets integrated reception and two-way transmission fixed wireless equipment for broadband data and video applications. California Amplifier is an ISO 9001 certified company. For additional information, visit California Amplifier's web site at www.calamp.com. For more information, contact: Crocker Coulson Rick Vitelle Partner Chief Financial Officer CCG Investor Relations California Amplifier, Inc. (818) 789-0100 (805) 987-9000 crocker.coulson@coffincg.com ### EX-99 4 exhibit_99-2.txt PRESS RELEASE CONCERNING Q3 OPERATING RESULTS EXHIBIT 99-2 FOR IMMEDIATE RELEASE: California Amplifier Reports FY 2004 Third Quarter Results * Company generates record sales of $44.2 million in latest quarter * Q3 diluted EPS of 22 cents, up from 6 cents a year ago CAMARILLO, California, December 23, 2003 --- California Amplifier, Inc. (Nasdaq: CAMP) today reported results for its third quarter ended November 30, 2003. Sales for the third quarter of fiscal 2004 were $44.2 million, compared to $24.2 million for the immediately preceding quarter and $24.0 million for the third quarter of the prior year. Net income for the third quarter was $3.5 million, or $0.22 per diluted share, compared to net income of $391,000, or $0.03 per diluted share in the immediately preceding quarter, and net income of $905,000, or $0.06 per diluted share, in the third quarter of last year. "We are pleased with our overall performance during the third quarter, during which we successfully responded to the substantial increase in market demand for our satellite television reception products," stated Fred Sturm, President and Chief Executive Officer. "Our third quarter revenue, which increased over 80% on both a sequential quarter and prior year basis, represents a record level for our Company, greatly surpassing the previous record for quarterly revenue of $32.8 million set two years ago. The performance in the latest quarter was made possible by the outstanding efforts of our employees and our supply chain partners." Mr. Sturm continued, "In addition to increased market demand, our record revenues in the third quarter were the result of higher average selling prices on our latest generation satellite television products. We remain encouraged by the continued growth in subscriber base by the U.S. satellite television providers, and we are continuing our efforts to support their product requirements." For the nine months ended November 30, 2003 sales were $87.0 million, compared to $74.0 million in the prior year. Net income for the first nine months of fiscal year 2004 was $2.7 million, or $0.18 per diluted share, compared to net income of $4.2 million, or $0.28 per diluted share, in the first nine months of fiscal year 2003. Net income for the latest nine month period is down from the prior year because of manufacturing inefficiencies associated with substantial quarter-to-quarter changes in customer demand and production volume, material expedite costs associated with the significant ramp-up in production volume beginning in the second quarter, and increased competitive pricing pressures in the Satellite products business. Mr. Sturm also noted, "Based on our current visibility, we estimate fourth quarter sales in the range of $40 to $48 million and earnings in the range of $0.18 to $0.24 per diluted share." As separately announced today, the Company has entered into an agreement to acquire Vytek Corporation, a privately-held company engaged in providing software and hardware solutions and services that enable wired and wireless access to information. Conference Call The Company will conduct a conference call to discuss its third quarter results and the planned acquisition of Vytek, Inc. on Tuesday, December 23, 2003 at 1:30 p.m., Pacific Time that will be available as a live audio webcast at Company's web site, www.calamp.com, or on the web site www.prnewswire.com under the Multimedia News section. Both links require listeners to install either RealPlayer or Windows Media Player to access the event. A replay of the audio broadcast will be available for 14 days after the call's completion. About California Amplifier, Inc. California Amplifier designs, manufactures and markets a broad line of integrated microwave equipment used primarily in conjunction with satellite television and terrestrial wireless broadband and video applications. The Company's Satellite business unit designs and markets outdoor reception equipment for the U.S. Direct Broadcast Satellite (DBS) television market as well as a broad line of consumer and commercial satellite products for video and data reception. The Wireless Access business unit designs and markets integrated reception and two-way transmission fixed wireless equipment for broadband data and video applications. California Amplifier is an ISO 9001 certified company. For additional information, visit California Amplifier's web site at www.calamp.com. Statements in this release about the Company's future financial performance, customer relationships, initiatives to develop innovative wireless solutions, and the market potential of new products are forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Words such as "may", "will", "expects", "intends", "plans", "believes", "seeks", "could", "estimate" and variations of these words and similar expressions are intended to identify forward- looking statements. Factors that could impact California Amplifier's future results include changes in product demand and market growth rates, the effect of competition, pricing pressures, supplier constraints, manufacturing yields, market acceptance of new products and the viability and market acceptance of new technologies. 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. More information about California Amplifier's risks is available in the Company's annual report on Form 10-K and other filings made from time to time with the Securities and Exchange Commission. For more information, contact: Crocker Coulson Rick Vitelle Partner Chief Financial Officer CCG Investor Relations California Amplifier, Inc. (818) 789-0100 (805) 987-9000 crocker.coulson@coffincg.com [TABLES FOLLOW] CALIFORNIA AMPLIFIER, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share data) Three Months Ended Nine Months Ended November 30, November 30, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Sales $44,248 $23,965 $87,011 $73,973 Cost of goods sold 37,514 19,587 75,771 57,396 ------- ------- ------- ------- Gross profit 6,734 4,378 11,240 16,577 ------- ------- ------- ------- Operating expenses: Research and development 1,338 1,391 3,936 4,815 Selling 627 469 1,670 1,943 General and administrative 925 902 2,638 3,004 ------- ------- ------- ------- Total operating expenses 2,890 2,762 8,244 9,762 ------- ------- ------- ------- Operating income 3,844 1,616 2,996 6,815 Non-operating expense, net (12) (79) (194) (159) ------- ------- ------- ------- Income before income taxes 3,832 1,537 2,802 6,656 Income tax provision (380) (632) (62) (2,467) ------- ------- ------- ------- Net income $ 3,452 $ 905 $ 2,740 $ 4,189 ======= ======= ======= ======= Net income (loss) per share: Basic $ 0.23 $ 0.06 $ 0.19 $ 0.29 Diluted $ 0.22 $ 0.06 $ 0.18 $ 0.28 Shares used in per share calculations: Basic 14,788 14,720 14,760 14,605 Diluted 15,555 14,850 15,128 14,840 BUSINESS UNIT SALES INFORMATION: Three Months Ended Nine Months Ended November 30, November 30, ------------------- ------------------- 2003 2002 2003 2002 ------- ------- ------- ------- Satellite Products $42,607 $20,443 $81,250 $64,557 Wireless Access Products 1,641 3,522 5,761 9,416 ------- ------- ------- ------- Total $44,248 $23,965 $87,011 $73,973 ======= ======= ======= ======= CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (in thousands) November 30, February 28, 2003 2003 -------- -------- (unaudited) Assets Current assets: Cash and cash equivalents $ 25,286 $ 21,947 Accounts receivable, net 17,399 16,053 Inventories 13,875 12,862 Deferred income tax assets 2,576 1,130 Prepaid expenses and other current assets 935 1,100 -------- -------- Total current assets 60,071 53,092 Property and equipment, at cost, net of accumulated depreciation and amortization 7,887 9,322 Deferred income tax assets, less current portion 4,098 5,400 Goodwill 20,938 20,938 Other assets 668 845 -------- -------- $ 93,662 $ 89,597 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Current portion of long-term debt $ 3,375 $ 3,005 Accounts payable 15,671 11,553 Accrued payroll and employee benefits 1,311 1,649 Other accrued liabilities 1,488 2,198 -------- -------- Total current liabilities 21,845 18,405 -------- -------- Long-term debt, less current portion 9,874 12,569 -------- -------- Commitments and contingencies Stockholders' equity: Common stock 148 147 Additional paid-in capital 44,024 43,441 Retained earnings 18,576 15,836 Accumulated other comprehensive loss (805) (801) -------- -------- Total stockholders' equity 61,943 58,623 -------- -------- $ 93,662 $ 89,597 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----