-----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, LBd2hxU/NGZTzz2Rk59syPHEIk3ihq4CcglqmwyVK91xiKogYyM731AE5khVnqy/ 18sB9YCkA9i+xFe0KUrDwQ== 0000730255-04-000088.txt : 20041217 0000730255-04-000088.hdr.sgml : 20041217 20041217164734 ACCESSION NUMBER: 0000730255-04-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041217 DATE AS OF CHANGE: 20041217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CalAmp Corp. 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: 041211821 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: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA AMPLIFIER INC DATE OF NAME CHANGE: 19920703 8-K 1 stevel-8k.txt FORM 8-K APPOINTMENT OF OFFICER 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): December 13, 2004 ____________________ Exact Name of Registrant as Specified in Its Charter: CALAMP CORP. ___________________________________ 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 _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Effective December 13, 2004, Steven A. L'Heureux became President of CalAmp Corp.'s Solutions Division (discussed in Item 5.02 below). Pursuant to an employment letter agreement between Mr. L'Heureux and the Company, Mr. L'Heureux will receive a starting annual base salary of $235,000 and he will be eligible to receive a discretionary bonus for the fiscal year ending February 28, 2005 and a bonus payment of up to 60% of his base salary for the fiscal year ending February 28, 2006. Payment of any bonus will be dependent on meeting specific performance objectives. He also received 100,000 non- qualified stock options under the Company's 2004 Stock Incentive Plan. He is also entitled to a relocation allowance of up to $25,000, use of a company leased apartment for up to nine months and reimbursement of real estate broker fees of up to $100,000. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Effective December 13, 2004, the Company appointed Steven A. L'Heureux as President of the Company's Solutions Division. See Item 1.01 above regarding the description of the material terms of the Company's employment letter agreement with Mr. L'Heureux. Before joining CalAmp, Mr. L'Heureux, 48, was the President of the Automation Solutions Group at Encoda Systems, Inc., an enterprise software solutions provider to the media industry, from 2003 to 2004. From 1999 to 2003, Mr. L'Heureux served as President of Odetics Broadcast, a subsidiary of Odetics, Inc., a supplier of equipment for the television broadcast, video security, telecommunications, and transportation safety industries. The Company's press release issued December 13, 2004 announcing this appointment is furnished as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit 99.1 Press release issued December 13, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. CALAMP CORP. December 17, 2004 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 pressrelease121304.txt PRESS RELEASE ON DECEMBER 13, 2004 EXHIBIT 99.1 CalAmp Appoints Steve L'Heureux New President of Solutions Division Oxnard, CA, December 13, 2004 -- CalAmp Corp. (NASDAQ: CAMP) announced today that Steve L'Heureux has been appointed President of the Company's Solutions Division. Tracy Trent, who formerly served in the role, is leaving CalAmp to pursue other interests. Mr. L'Heureux brings to CalAmp over 25 years of sales, marketing and general management experience in technology companies. Prior to joining CalAmp, he served as President of the Automation Solutions Group at Encoda Systems, Inc., a $125 million leader in end-to-end enterprise software solutions to the mediaindustry. Encoda was acquired by Harris Corporation last month. While with Encoda, Mr. L'Heureux developed a world-class consultative solutions selling organization skilled at winning and servicing multi-million dollar projects that drove double-digit revenue and profit growth. Before Encoda, Mr. L'Heureux served as President of Odetics Broadcast, a subsidiary of Odetics, Inc., where he developed and implemented a business plan that achieved significant improvements in profitability and cash flow. Earlier in his career, Mr. L'Heureux held management level sales and marketing positions at Eastman Kodak (NYSE: EK), Unisys Corporation (NYSE: UIS), Itek Graphix Corporation (a division of Litton Industries), and VC- funded start-up enterprises developing embedded video processing technology and other content delivery solutions targeting media related industries. "I am very pleased to have Steve L'Heureux join our team," said Fred Sturm, President and Chief Executive Officer of CalAmp. "We believe that our company will benefit from his industry experience, proven operational leadership and business development success. I look forward to working with him as we position CalAmp as a provider of advanced content delivery solutions." Steve L'Heureux commented, "I'm excited to be joining CalAmp's Solution Division because they are positioned to serve some very exciting markets where they can leverage their technical depth as well as key customer and partner relationships. I'm looking forward to working closely with the company's customers and employees to help realize the Solutions Division's growth potential". Mr. L'Heureux graduated magna cum laude from the University of Wisconsin with a BA degree in Economics. About CalAmp Corp. CalAmp is a leading provider of breakthrough wireless and content delivery solutions, services and products. With comprehensive capabilities ranging from product inception through production, CalAmp is a trusted partner delivering cost-effective high quality solutions to a broad array of customers and markets. CalAmp is one of the largest suppliers of direct broadcast satellite (DBS) outdoor customer premise equipment to the U.S. satellite television market and offers solutions for digital multimedia delivery, residential broadband data delivery, healthcare, retailing applications, public safety markets and wireless enterpriseconnectivity. The company is headquartered in Oxnard, California and has approximately 600 employees. Founded in 1981, CalAmp has been publicly traded since 1983 as NASDAQ: CAMP. Forward Looking Statement Statements in this press release that are not historical in nature are forward-looking statements, which involve known and unknown risks and uncertainties. Words such as "may," "will," "expects," "intends," "plans," "believes," "seeks," "could," "estimate" and variations of these words and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those implied by such forward- looking statements due to a variety of factors, including general and industry economic conditions, competition, development factors, operating costs, the Company's ability to integrate the Vytek acquisition successfully, and other risks and uncertainties that are detailed from time to time in the Company's filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For more information, contact: Crocker Coulson Rick Vitelle Partner Chief Financial Officer CCG Investor Relations CalAmp (818) 789-0100 (805) 987-9000 crocker.coulson@ccgir.com -----END PRIVACY-ENHANCED MESSAGE-----