S-8 1 s-82004plan.txt FORM S-8 CALAMP CORP. 2004 STOCK INCENTIVE PLAN As filed with the Securities and Exchange Commission on October 20, 2004 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CalAmp Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 95-3647070 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1401 North Rice Avenue Oxnard, CA 93030 (805) 987-9000 (Address of Principal Executive Offices) (Zip Code) CalAmp Corp. 2004 Stock Incentive Plan (Full Title of the Plan) Fred Sturm President Chief Executive Officer CalAmp Corp. 1401 North Rice Avenue Oxnard, CA 93030 (805) 987-9000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) with a copy to: Peter F. Ziegler Gibson, Dunn & Crutcher LLP 333 S. Grand Avenue Los Angeles, CA 90071 (213) 229-7000 CALCULATION OF REGISTRATION FEE Proposed Title of Maximum Proposed Securities Amount Offering Maximum to be to be Price Aggregate Amount of Registered Registered per Share(1) Offering Price(1) Registration Fee(1) Common Stock, 3,000,000 $6.61 $19,830,000 $2,512.46 par value $0.01 per share (1) Estimated in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of calculating the total registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant Common Stock, as reported on the NASDAQ National Market on October 18, 2004 (w/in five days of filing). INTRODUCTION This Registration Statement on Form S-8 is filed by CalAmp Corp., a Delaware corporation (the "Registrant"), relating to 3,000,000 shares of its common stock, par value $0.01 per share (the "Registrant Common Stock"), issuable to eligible persons under the CalAmp Corp. 2004 Stock Incentive Plan (the "Plan"). PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents, which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof: (i) The Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 2004 filed on May 28, 2004; (ii) The Registrant's Quarterly Report on Forms 10-Q for the quarter ended May 31, as filed July 13, 2004, and the quarter ended August 31, 2004, as filed on October 12, 2004; (iii) The Registrant's Current Reports on Form 8-K filed on March 11, March 19, April 9, April 13, April 21, April 26, April 27, June 1, July 13, October 8 and October 12, 2004, and on Form 8-K/A filed on June 28, 2004; (iv) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-1/A, filed with the Commission on March 25, 1993, including any amendment or report filed for the purpose of updating such description; and All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto, which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is so qualified in its entirety by the information appearing in the documents incorporated by reference. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 102(b)(7) of the Delaware General Corporation Law, as amended, allows a corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of Delaware General Corporation Law or (d) obtained an improper personal benefit from a transaction. Article VII of the Registrant's Amended and Restated Certificate of Incorporation, and Article VII of its Bylaws, as amended, provide for the indemnification by the Company of each director, officer and employee of the Company to the fullest extent permitted by the Delaware General Corporation law, as the same exists or may hereafter be amended. Section 145 of the Delaware General Corporation Law provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In addition, Section 145 provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Delaware law further provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. In October 1987, the Company effectively entered into, and the stockholders of the Company ratified, an indemnity agreement with Arthur H. Hausman, who has served as a director of the Company since that time. The purpose of this indemnity agreement was to provide the broadest possible indemnification of Mr. Hausman consistent with applicable law. There are no such indemnity agreements with any other individuals who currently serve as directors or officers of the Company. Should Section 2115 of the California Corporations Code apply to the Registrant, the Registrant would also be subject to certain provisions of the California General Corporation Law. Accordingly, the Registrant, the Registrant's ability to indemnify its directors, officers, employees and agents pursuant to the Certificate of Incorporation, the Bylaws, the Indemnity Agreements or otherwise may be further limited in accordance with the provisions of the California Corporations Code made applicable by Section 2115. The Company maintains an insurance policy that indemnifies directors and officers against certain liabilities under certain circumstances. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits Exhibit Number Exhibit 3.1 Amended and Restated Certificate of Incorporation, as filed on July 30, 2004 with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q filed on October 12, 2004). 3.2 By-Laws of Registrant, as amended, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K as filed February 28, 1992, and incorporated herein by reference. 3.3 Amendment to By-Laws of Registrant, filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K as filed April 21, 2004, and incorporated herein by reference. 3.4 Amendment to By-Laws of Registrant, filed as 3.1 to the Registrant's Current Report on Form 8-K as filed June 1, 2004, and incorporated herein by reference. 4.1* CalAmp Corp. 2004 Stock Incentive Plan, as amended. 4.2 Amended and Restated Rights Agreement, amended and restated as of September 5, 2001, by and between Registrant and Mellon Investor Services LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 6, 2001). 5.1* Opinion of Gibson, Dunn & Crutcher LLP. 23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 23.2* Consent of KPMG LLP. 23.3* Consent of Ernst & Young LLP. 24.1* Power of Attorney (on signature page). ___________ * Filed herewith. Item 9. Undertakings (1) The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxnard, State of California, on this 20th day of October, 2004. CalAmp Corp. By: /s/ Fred Sturm ------------------- Fred Sturm President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint each of Messrs. Fred Sturm and Richard Vitelle, each with full power of substitution and full power to act without the other, his true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933 to register additional shares of common stock, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed below by the following persons in the capacities indicated below and on the dates indicated. Signature Title Date President, Chief Executive October 20, 2004 Officer and Director /s/ Fred Sturm (Principal Executive Officer) -------------------- Fred Sturm Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial October 20, 2004 /s/ Richard Vitelle and Accounting Officer) -------------------- Richard Vitelle /s/ Richard Gold Chairman of the Board October 20, 2004 --------------------- Richard Gold /s/ Arthur Hausman Director October 20, 2004 -------------------- Arthur Hausman /s/ Albert Moyer Director October 20, 2004 -------------------- Albert Moyer /s/ James Ousley Director October 20, 2004 -------------------- James Ousley /s/ Frank Perna, Jr. Director October 20, 2004 -------------------- Frank Perna, Jr. /s/ Thomas Ringer Director October 20, 2004 -------------------- Thomas Ringer EXHIBIT INDEX Exhibit Number Exhibit 3.1 Amended and Restated Certificate of Incorporation, as filed on July 30, 2004 with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q filed on October 12, 2004). 3.2 By-Laws of Registrant, as amended, filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K as filed February 28, 1992, and incorporated herein by reference. 3.3 Amendment to By-Laws of Registrant, filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K as filed April 21, 2004, and incorporated herein by reference. 3.4 Amendment to By-Laws of Registrant, filed as 3.1 to the Registrant's Current Report on Form 8-K as filed June 1, 2004, and incorporated herein by reference. 4.1* CalAmp Corp. 2004 Stock Incentive Plan, as amended. 4.2 Amended and Restated Rights Agreement, amended and restated as of September 5, 2001, by and between Registrant and Mellon Investor Services LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 6, 2001). 5.1* Opinion of Gibson, Dunn & Crutcher LLP. 23.1* Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 23.2* Consent of KPMG LLP. 23.3* Consent of Ernst & Young LLP. 24.1* Power of Attorney (on signature page). ---------------- * Filed herewith.