-----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, My0HjzzQgv5qB56uuXFWfcg3bSC6DgwAZ3VrPCSWY778gUIf2kbYL+1gz2vMDUqR FJ1VlKTZocYoP99BpWlSUA== 0000730255-04-000014.txt : 20040409 0000730255-04-000014.hdr.sgml : 20040409 20040408205710 ACCESSION NUMBER: 0000730255-04-000014 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040409 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 04726042 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 FILED BY: 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: 425 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 425 1 rule_425-filing7.txt FORM 425 FILING Filed by California Amplifier, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Vytek Corporation Registrant Commission File No. 0-12182 Following is a press release dated April 8, 2004 announcing the approval by the Registrant's stockholders of the merger with Vytek Corporation. [On California Amplifier letterhead] FOR IMMEDIATE RELEASE: California Amplifier Receives Stockholder Approval for Acquisition of Vytek Corporation OXNARD, CA, April 8, 2004 - California Amplifier, Inc. (Nasdaq: CAMP) today announced that the acquisition of Vytek Corporation has been approved by the stockholders of both companies. The merger is expected to be completed early next week. At a special meeting of stockholders held today, California Amplifier's stockholders voted to approve the merger with Vytek. California Amplifier expects to issue approximately 8.2 million shares of common stock in connection with the merger, with the former Vytek stockholders owning approximately 35% of California Amplifier on a post-merger basis. The boards of directors of both companies unanimously approved the acquisition, which was valued at approximately $92 million based on California Amplifier's stock trading at $11.26 per share around the time the merger terms were agreed to and announced on December 23, 2003. 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. For additional information, visit California Amplifier's web site at www.calamp.com. About Vytek Corporation VYTEK 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, Vytek serves both large and small clients in a variety of industries. More information can be found at www.vytek.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: California Amplifier filed a Registration Statement on Form S-4 (File No. 333-112851) with the SEC in connection with the proposed merger of its wholly owned subsidiary with Vytek Corporation pursuant to a merger agreement dated December 23, 2003. The Registration Statement was declared effective by the SEC on March 11, 2004. California Amplifier and Vytek have mailed to their respective shareholders a Joint Proxy Statement/Prospectus, which is contained in the Registration Statement. Investors and shareholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully. The Registration Statement and Joint Proxy Statement/Prospectus contain important information about each of California Amplifier and Vytek, the proposed merger, the persons who will be soliciting proxies related to the merger, their interest in the merger, and related matters and information. Investors and shareholders may obtain free copies of these documents through the website maintained by the SEC at or at one of the SEC's other public reference rooms. California Amplifier, Vytek, and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the respective shareholders of California Amplifier and Vytek with respect to the transactions contemplated by the merger agreement. The Joint Proxy Statement/Prospectus contains important information about the persons soliciting the proxies relating to the merger and their interests in such transactions. Information regarding California Amplifier's and Vytek's officers and directors is included the Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----