10-Q/A 1 fy05_q1-10qa.txt FORM 10-Q/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: May 31, 2004 _________________ [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to __________ ____________ Commission File Number: 0-12182 Exact Name of Registrant as Specified in Its Charter: CALAMP CORP. ______________________________ DELAWARE 95-3647070 _______________________________ _______________ State or Other Jurisdiction of I.R.S. Employer Incorporation or Organization: Identification No. Address of Principal Executive Offices: 1401 N. Rice Avenue Oxnard, CA 93030 Registrant's Telephone Number: (805) 987-9000 Former name, if changed since last report: California Amplifier, Inc. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The registrant had 23,126,024 shares of Common Stock outstanding as of July 9, 2004. EXPLANATORY NOTE REGARDING THIS AMENDMENT TO FORM 10-Q On September 1, 2004, CalAmp Corp. (formerly known as California Amplifier, Inc.) (the "Company") discovered that it had inadvertently filed a superseded form of the officers' certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in its Form 10-Q for the quarter ended May 31, 2004 that was filed with the Securities and Exchange Commission on July 13, 2004. The Company also discovered that there was a typographical error in the officers' certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that was included in the Form 10-Q for the quarter ended May 31, 2004. The purpose of this amendment to the Form 10-Q for the quarter ended May 31, 2004 is to provide the correct form of the Section 302 officers' certification, and to correct the typographical error in the Section 906 officers' certification. The accompanying revised certifications are dated July 13, 2004, the same date as the original certifications, but these revised certifications were executed on September 2, 2004, and the statements made in these revised certifications are also true and correct as of this later date. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on September 2, 2004. /s/ Fred M. Sturm __________________________ Fred M. Sturm Chief Executive Officer /s/ Richard K. Vitelle __________________________ Richard K. Vitelle Chief Financial Officer