-----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, HvPnL76tFt4rZDAxLDNsUWhuIqnU55p5M0i3SuEliwvIDO1eO6eNmj/zLPWRDAJ6 Q/zDTe/5jvwvE7gGpGcfrw== 0000730255-09-000005.txt : 20090120 0000730255-09-000005.hdr.sgml : 20090119 20090120132738 ACCESSION NUMBER: 0000730255-09-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090120 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: 09533660 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 form8k.txt FORM 8K - ITEM 1.01 MATERIAL DEFINITIVE AGREEMENT UNITED STATES 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): January 15, 2009 ____________________ 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 14a-12 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 January 15, 2009, CalAmp Corp. (the "Company") entered into the Sixth Amendment to the Credit Agreement dated May 26, 2006 (the "Sixth Amendment") with Bank of Montreal, as administrative agent, and certain other banks that are parties thereto. As previously disclosed, under the terms of the Fifth amendment to the Credit Agreement entered into on October 24, 2008, the Company was obligated to make a principal reduction on the Company's bank term loan equal to 50% of the net cash proceeds of any litigation settlement reached with Rogers Corporation ("Rogers"). Also as previously disclosed, on January 6, 2009 the Company entered into an out-of-court litigation settlement with Rogers pursuant to which Rogers made a cash payment of $9 million to the Company. After deducting legal expenses incurred for this matter, the net cash proceeds to the Company amounted to approximately $8,233,000. Pursuant to the Sixth Amendment, the Company agreed to increase the principal payment on its bank term loan from 50% of the net cash proceeds of the Rogers settlement to 75%, or $6,175,000, and the banks agreed to waive previously assessed fees totaling $704,000. The Company made the term loan principal payment of $6,175,000 on January 20, 2009. Also effective January 15, 2009, the banks waived (the "Waiver Letter") an event of default arising from the Company's noncompliance with the financial covenant that requires the Company to achieve a specified level of Wireless DataCom revenues for the three-month period ended December 27, 2008. The Sixth Amendment and the Waiver Letter are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and the information contained therein is incorporated into this Item 1.01 by reference. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits 10.1 Sixth Amendment dated January 15, 2009 to the Credit Agreement dated May 26, 2006 between CalAmp Corp., Bank of Montreal and other lenders party thereto. 10.2 Waiver Letter dated January 15, 2009. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALAMP CORP. January 20, 2009 By:/s/ Richard Vitelle ___________________ _________________________ Date Richard Vitelle, VP Finance & Chief Financial Officer EX-10 2 exhibit_10-1.txt EXH. 10.1 SIXTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10-1 SIXTH AMENDMENT TO CREDIT AGREEMENT This Sixth Amendment to Credit Agreement (herein, the "Amendment") is entered into as of January 15, 2009, among CalAmp Corp., a Delaware corporation (the "Borrower"), the lenders party hereto (herein, the "Lenders"), and Bank of Montreal, as administrative agent for the Lenders (the "Administrative Agent"). PRELIMINARY STATEMENTS: A. The Borrower, certain subsidiaries of the Borrower, as guarantors, the Administrative Agent, and the other Lenders have entered into that certain Credit Agreement dated as of May 26, 2006 (such Credit Agreement, as the same has been or may be amended, modified or restated from time to time, hereinafter referred to as the "Credit Agreement"). All defined terms used herein shall have the same meaning as in the Credit Agreement unless otherwise defined herein. B. The Borrower has requested that the Lenders (i) waive certain fees in exchange for a larger prepayment in connection with the settlement of the Rogers Corporation litigation, and (ii) make certain other amendments to the Credit Agreement, and the Lenders are willing to so amend the Credit Agreement, all in the manner and on the terms and conditions hereinafter set forth. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS. Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows: 1.1. Sections 2.1(d) (Exit Fee) and 2.1(e) (Default Interest Prior to the Fourth Amendment Effective Date) shall both be replaced with "Reserved" and the obligations pursuant to those Sections shall be forgiven. SECTION 2. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the Administrative Agent and each of the Lenders shall have executed and delivered this Amendment. 2.2. The Administrative Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Administrative Agent or its counsel may reasonably request. 2.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel. 2.4. The Guarantors shall have executed their reaffirmation, acknowledgment, and consent in the space provided for that purpose below. 2.5. The Borrower shall have paid any invoices for professional services rendered on behalf of the Administrative Agent, including legal fees. SECTION 3. CONDITIONS SUBSEQUENT. By no later than 12:00 p.m. (Chicago time) on January 20, 2009, the Administrative Agent shall receive a prepayment on the Term Loans in an amount equal to 75% of the Net Cash Proceeds of the settlement of the Rogers Corporation litigation, which amount shall be not less than $6,175,000 (which prepayment shall satisfy the obligation of the Borrower under Section 1.9(b)(ii) with respect to said settlement). Failure to make such payment by such time shall constitute an immediate Event of Default. SECTION 4. REPRESENTATIONS. In order to induce the Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Lenders that as of the date hereof after giving effect to this Amendment the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct in all material respects, except to the extent the same expressly relate to an earlier date (except that the representations contained in Section 6.5 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Administrative Agent) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment. SECTION 5. MISCELLANEOUS. 5.1. The Borrower and the Guarantors heretofore executed and delivered to the Administrative Agent certain Collateral Documents and the Borrower hereby, and the Guarantors by signing below, acknowledge and agree, that, notwithstanding the execution and delivery of this Amendment, the Collateral Documents remain in full force and effect and the rights and remedies of the Agent and the Lenders, the obligations of the Borrower and the Guarantors thereunder and the liens and security interests created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Amendment. 5.2. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 5.3. The Borrower agrees to pay on demand all reasonable costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the Administrative Agent. 5.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of New York. 5.5. FOR VALUE RECEIVED, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS OF THE LENDERS IN THIS AGREEMENT, THE BORROWER HEREBY RELEASES THE ADMINISTRATIVE AGENT AND EACH LENDER, ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, ATTORNEYS, CONSULTANTS, AND PROFESSIONAL ADVISORS (COLLECTIVELY, THE "RELEASED PARTIES") OF AND FROM ANY AND ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, ACTS AND OMISSIONS, LIABILITIES, AND OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER, BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, WHICH THE BORROWER HAS OR EVER HAD AGAINST THE RELEASED PARTIES, INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF THE EXISTING FINANCING ARRANGEMENTS BETWEEN THE BORROWER AND THE LENDERS, AND THE BORROWER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE HEREOF, IT DOES NOT HAVE ANY COUNTERCLAIM, SET-OFF, OR DEFENSE AGAINST THE RELEASED PARTIES, EACH OF WHICH THE BORROWER HEREBY EXPRESSLY WAIVES. [SIGNATURE PAGE TO FOLLOW] This Sixth Amendment to Credit Agreement is entered into as of the date and year first above written. "BORROWER" CALAMP CORP. By /s/ Richard K. Vitelle ------------------------- Name: Richard K. Vitelle Title: Vice President of Finance Accepted and agreed to by the Lenders. "LENDERS" BANK OF MONTREAL, acting through its Chicago Branch, in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent By /s/ Geoffrey R. McConnell ------------------------- Name Geoffrey R. McConnell Title Managing Director UNION BANK OF CALIFORNIA, N.A. By /s/ Carrie Lee ------------------------- Name Carrie Lee Title Vice President BANK OF THE WEST By /s/ Michael Creith ------------------------- Name Michael Creith Title V.P. REAFFIRMATION, ACKNOWLEDGEMENT AND CONSENT OF GUARANTORS Each of the undersigned, the Guarantors, heretofore executed and delivered to the Administrative Agent, on behalf of the Lenders, the Credit Agreement or an Additional Guarantor Supplement. Each of the undersigned hereby consents to the Sixth Amendment to Credit Agreement (the "Amendment") set forth above and confirms that its Guaranty, and all obligations of the undersigned thereunder, remains in full force and effect. Each of the undersigned further agrees that the consent of the undersigned to any further amendments to the Credit Agreement shall not be required as a result of this consent having been obtained. Each of the undersigned acknowledges that the Lenders are relying on the assurances provided herein in entering into the Amendment. "GUARANTORS" CALAMP SOLUTIONS HOLDINGS, INC. By /s/ John H. Bates ------------------- Name: John H. Bates Title: President CALAMP SOLUTIONS, INC. By /s/ John H. Bates -------------------- Name: John H. Bates Title: President DATARADIO HOLDINGS, INC. By /s/ Garo Sarkissian -------------------- Name: Garo Sarkissian Title: President DATARADIO CORPORATION By /s/ Garo Sarkissian -------------------- Name: Garo Sarkissian Title: Vice President DATARADIO COR LTD. By /s/ Garo Sarkissian -------------------- Name: Garo Sarkissian Title: Vice President EX-10 3 exhibit_10-2.txt EXH. 10.2 WAIVER LETTER Exhibit 10-2 January 15, 2009 CalAmp Corp. 1401 N. Rice Ave. Oxnard, California 93030 Attention: Chief Financial Officer Re: WAIVER LETTER Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of May 26, 2006, as amended, by and among CalAmp Corp. (the "Borrower"), certain subsidiaries of the Borrower, as Guarantors, the financial institutions party thereto as Lenders, and Bank of Montreal, as Administrative Agent (the "Credit Agreement"). Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. The Borrower has disclosed to the Lenders that it was in default of Section 8.21(e) (Minimum Sales of the Wireless Datacom Division) of the Credit Agreement as of December 27, 2008 (the "Existing Default"). The Borrower hereby requests that the Required Lenders waive the Existing Default, and, subject to the satisfaction of the conditions precedent set forth below, the Required Lenders hereby waive the Existing Default. The waivers set forth herein shall not extend to any matters or time periods other than as set forth above. Except as specifically waived hereby, all of the terms and conditions of the Credit Agreement stand and remain in full force and effect. This waiver letter shall be effective upon (i)the execution and delivery hereof by the Required Lenders and the Borrower and (ii)the satisfaction of all of the conditions precedent to that certain Sixth Amendment to Credit Agreement among the Borrower, the Administrative Agent and the Lenders. This waiver letter may be executed in any number of counterparts, and by different parties on separate counterpart signature pages, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission of an Adobe portable document format file (also known as a "PDF" file) shall be effective as delivery of a manually executed counterpart hereof. This waiver letter shall be governed by, and construed in accordance with, the laws of the State of New York. This waiver letter is entered into between us as of the date and year first above written. BANK OF MONTREAL By /s/ Geoffrey R. McConnell ------------------- Name Geoffrey R. McConnell Title Managing Director UNION BANK OF CALIFORNIA, N.A. By /s/ Carrie Lee ------------------- Name Carrie Lee Title Vice President BANK OF THE WEST By ------------------- Name Title This waiver letter is acknowledged and agreed to as of the date and year first above written. CALAMP CORP. By /s/ Richard Vitelle ------------------- Name Richard Vitelle Title VP Finance & CFO -----END PRIVACY-ENHANCED MESSAGE-----