-----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, PkhLinZQnC7Cowl3gFPtTKXxfFW9LUE8HWJTLgWJOIzmI6+PyNwnDGe4y5wXQK7K CmK1DtdBYFjsETEPh6yrYA== 0000730255-04-000020.txt : 20040421 0000730255-04-000020.hdr.sgml : 20040421 20040421144415 ACCESSION NUMBER: 0000730255-04-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040420 ITEM INFORMATION: Other events FILED AS OF DATE: 20040421 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: 04745208 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-bod_ousley.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): April 20, 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: 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 _________________________ Item 5. Other Events and Required FD Disclosure On April 21, 2004, California Amplifier, Inc. issued a press release announcing that James E. Ousley had been appointed to its Board of Directors effective April 20, 2004, increasing the number of directors to eight. A copy of the press release is attached as Exhibit 99-1. A copy of the Board of Directors resolution amending the By-laws to provide for a board comprised of no fewer than four and no more than eight directors is attached as Exhibit 99-2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated April 21, 2004 announcing the appointment of James E. Ousley to the Board of Directors of the Registrant. 99.2 Resolution of the Registrant's Board of Directors amending the By-laws to provide for a board comprised of no fewer than four and no more than eight directors. 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. April 21, 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 - PRESS RELEASE EXHIBIT 99-1 [On California Amplifier letterhead] FOR IMMEDIATE RELEASE: California Amplifier Appoints James Ousley to Board of Directors OXNARD, CA, April 21, 2004 - California Amplifier, Inc. (Nasdaq: CAMP) announced that James E. Ousley was appointed to the Company's Board of Directors yesterday, increasing the size of the Board to eight directors. Mr. Ousley most recently served as President, CEO and Director of Vytek Corporation from 2000 until April 12, 2004, when the merger of California Amplifier and Vytek became effective. Prior to joining Vytek, he served as President and CEO of Syntegra USA, a global e-Business solutions provider and a division of British Telecommunications. From 1991 to 1999, Ousley served as President and CEO of Control Data Systems, which was acquired by British Telecommunications in 1999. From 1968 to 1991, he held various operational and executive management positions for Control Data Corporation (now Ceridian), a global computing, software, services and peripherals company. Mr. Ousley serves on the boards of ActivCard, Inc. (Nasdaq:ACTI), Bell Microproducts, Inc. (Nasdaq:BELM), Datalink, Inc. (Nasdaq:DTLK), Norstan, Inc. (Nasdaq:NRRD) and Savvis Communications, Inc. (Nasdaq:SVVS). Mr. Ousley holds a Bachelor of Science degree from the University of Nebraska. "We're pleased to have Jim Ousley join the Board of California Amplifier. Jim has been a driving force behind Vytek's rapid growth and strategic direction. We expect to benefit from his decades of experience in leadership positions with technology and telecommunications companies," stated Fred Sturm, California Amplifier's Chief Executive Officer. About California Amplifier, Inc. California Amplifier, Inc. designs, produces and markets system and subsystem products and software applications that enable the delivery of video, data and voice content via wireline or RF transmission media. The Company also provides professional consulting and engineering services associated with these wireline and wireless technologies. These products, applications and engineering services are marketed to entertainment and telecommunications service providers, original equipment manufacturers, and enterprise customers. California Amplifier, Inc. is headquartered in Ventura County, California. For more information visit: 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 #### EX-99.2 BYLAWS 4 exhibit_99-2.txt EXHIBIT 99-2 - AMENDMENT OF BY-LAWS EXHIBIT 99-2 CALIFORNIA AMPLIFIER, INC. BOARD OF DIRECTORS RESOLUTION AMENDMENT TO BY-LAWS CONCERNING SIZE OF BOARD April 20, 2004 WHEREAS, the Company's By-laws currently provide that the Board shall consist of no fewer than four and no more than seven directors; and WHEREAS, the Company's Board currently consists of seven directors; and WHEREAS, the Board desires to increase the maximum number of directors from seven to eight, NOW BE IT RESOLVED, that the first sentence of Section 3.02 of the Company's By-laws is hereby amended to read: "The Board shall consist of no fewer than four (4) and no more than eight (8) directors." -----END PRIVACY-ENHANCED MESSAGE-----