-----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, IFMus+Ra4CSSdx4JBwaVObvSnj/+QRH/OPbRf0P5hgc0kfoAuPcu1z6Q4585eDcu ZZmGvWtZ94B5zZECf1460g== 0000730255-07-000006.txt : 20070329 0000730255-07-000006.hdr.sgml : 20070329 20070329133254 ACCESSION NUMBER: 0000730255-07-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070326 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 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: 07726857 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 form8-k_7.txt FORM 8-K ITEM 7.01 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): March 26, 2007 ____________________ 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 7.01. REGULATION FD DISCLOSURE On March 27, 2007, CalAmp Corp. (the "Company") announced that it had entered into a definitive agreement, dated March 26, 2007, to acquire SmartLink Radio Networks, a privately-held company that provides proprietary interoperable radio communications platforms and integration services for public safety and critical infrastructure needs. The Company's press release announcing this agreement is attached hereto as Exhibit 99.1. The information in this Item 7.01 is furnished to, but not filed with, the Securities and Exchange Commission. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated March 27, 2007 announcing the signing of a definitive agreement to acquire the business of Smartlink Radio Networks. 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. March 28, 2007 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exh-99_1.txt PRESS RELEASE ON MARCH 27, 2007 EXHIBIT 99.1 [on CalAmp letterhead] FOR IMMEDIATE RELEASE CalAmp Announces Agreement to Acquire SmartLink Radio Networks Acquisition Expands CalAmp's Addressable Market of Public Safety Mobile Communication Infrastructure OXNARD, CA, March 27, 2007 - CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless communication solutions, announced today that it has entered a definitive agreement to acquire SmartLink Radio Networks, a privately-held company that provides proprietary interoperable radio communications platforms and integration services for public safety and critical infrastructure needs. Based on a software defined switch, SmartLink's platform provides interoperability without the need to replace the installed base of land mobile radios. "I am pleased to announce the agreement to acquire SmartLink, which represents another step forward in our strategy to build a significant business in the growing public safety communications marketplace," said Fred Sturm, President and Chief Executive Officer of CalAmp. "This acquisition further enhances CalAmp's competitive position with a public safety voice network solution that can be marketed through our existing channels. With over 90 worldwide installations, SmartLink has a proven product that is well positioned to benefit from the growing demand for cost effective interoperable mobile communication systems. CalAmp's Dataradio operation will provide the sales, integration engineering and operations infrastructure needed to scale the SmartLink business. We believe that the addition of SmartLink will improve CalAmp's overall competitive position by addressing both the data and voice communications requirements of our customers." SmartLink generated unaudited revenues of approximately $2.3 million during the trailing 12 month period ended February 28, 2007. SmartLink is currently in the process of deploying its platform for several important customers including Solano County, Calif., the U.S. Department of Justice in San Francisco and Grand Bahama Power Company. Depending on the size and scope of a deployment, a SmartLink system sale generates revenues in the range of one hundred thousand dollars to several million dollars. CalAmp expects significant revenue growth for the Smartlink business during the next 12 months based on the current backlog of approximately $3.5 million and additional expected near-term deployments. Under terms of the agreement, CalAmp will pay the sellers $8.1 million cash and will acquire certain assets and assume certain liabilities of SmartLink. CalAmp will transition SmartLink's operations in Wallingford, Connecticut to its Dataradio facilities in Montreal, Canada and Atlanta, Georgia over the next several months. The acquisition is expected to be accretive to CalAmp in the first year after excluding amortization of intangible assets and a one time charge for In Process R&D arising from the acquisition. The transaction is subject to customary closing conditions and is expected to be completed within the next several weeks. About CalAmp Corp. CalAmp is a leading provider of wireless communications products that enable anytime/anywhere access to critical information, data and entertainment content. With comprehensive capabilities ranging from product design and development through volume production, CalAmp delivers cost-effective high quality solutions to a broad array of customers and end markets. CalAmp is the leading supplier of Direct Broadcast Satellite (DBS) outdoor customer premise equipment to the U.S. satellite television market. The Company also provides wireless data communication solutions for the telemetry and asset tracking markets, private wireless networks, public safety communications and critical infrastructure and process control applications. For additional information, please visit the Company's website at www.calamp.com. About SmartLink Radio Networks Inc. SmartLink is a privately held technology company headquartered in Wallingford, Connecticut. SmartLink designs, develops and manufactures interoperable radio communications platforms for use in public safety/service, critical infrastructure and commercial applications. SmartLink has deployed over 90 systems worldwide, including numerous mission critical radio systems for domestic and international police and governmental security forces and power utilities. SmartLink's software-defined network breaks down the barriers created by different radio frequencies and protocols, seamlessly integrating with legacy equipment. The result is a cost-effective and flexible networked radio environment that delivers interoperability, while allowing customers to easily adapt and expand to future technologies. For more information, please visit the SmartLink website at www.smrlink.com. 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", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", 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, the timing of customer approvals of new product designs, operating costs, the Company's ability to efficiently and cost-effectively integrate its acquired businesses, 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. AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Rick Vitelle Lasse Glassen Chief Financial Officer General Information (805) 987-9000 (310) 854-8313 lglassen@frbir.com -----END PRIVACY-ENHANCED MESSAGE-----