-----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, MGzjRRE1BUY8cbZS8a4H842Kctni3wTW3pLhi9p4oP/T0SKju+R8MVIzi4Acbhl2 A9vAOgV3VZ+2vQET1CIGvA== 0000730255-04-000007.txt : 20040227 0000730255-04-000007.hdr.sgml : 20040227 20040227142442 ACCESSION NUMBER: 0000730255-04-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040226 ITEM INFORMATION: Other events FILED AS OF DATE: 20040227 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: 04634407 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: CAMARILLO STATE: CA ZIP: 93030 8-K 1 form8k_text-meetingdate.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): February 26, 2004 ____________________ 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 February 26, 2004, California Amplifier, Inc. issued a press release announcing the date of a special stockholders meeting for the purpose of approving the issuance of approximately 8.3 million shares of common stock in connection with the acquisition of Vytek Corporation. 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 February 26, 2004 announcing the date of a special stockholders meeting SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CALIFORNIA AMPLIFIER, INC. February 27, 2004 /s/ Richard K. Vitelle _________________________________ _________________________________ Date Richard K. Vitelle Vice President -Finance (Principal Financial Officer) EX-99 3 exhibit_99-1.txt EXHIBIT 99-1 EXHIBIT 99-1 [On California Amplifier letterhead] FOR IMMEDIATE RELEASE: California Amplifier, Inc. Announces Special Shareholder Meeting OXNARD, CA, February 26, 2004 - California Amplifier, Inc. (Nasdaq: CAMP), a designer, manufacturer and marketer of integrated RF solutions used primarily in satellite television and wireless applications, today announced that it will be holding a special meeting on April 8, 2004 at 10:00 a.m. for stockholders of record at the close of business on March 8, 2004. The meeting will be held at the Radisson/Marriott Hotel, 600 East Esplanade Drive, Oxnard, California 93030. At the meeting, California Amplifier shareholders will be asked to vote to approve the issuance of approximately 8.3 million shares of California Amplifier common stock to the holders of Vytek Corporation's common stock, preferred stock, warrants and options, in connection with California Amplifier's merger with Vytek. 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, extension 8344 crocker.coulson@ccgir.com #### Additional Information About the Proposed Acquisition of Vytek Corporation and Where to Find It: On February 13, 2004, California Amplifier filed with the Securities and Exchange Commission a preliminary 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 preliminary registration statement contains a preliminary proxy statement and other important information and stockholders of Vytek Corporation should carefully read the registration statement and any amendments or supplements thereto before making a decision with respect to the proposed merger. A definitive proxy statement will be sent to stockholders of California Amplifier seeking their approval of 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. -----END PRIVACY-ENHANCED MESSAGE-----