-----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, Ab3juKOrJFem9ATE5/kdXXzNH65gqbVVUKqgU54uYESTKbQwBpjgf9zn/mPXLwIm pISnxSuXa0gf/uldXhUtzA== 0000730255-09-000013.txt : 20090218 0000730255-09-000013.hdr.sgml : 20090218 20090217211235 ACCESSION NUMBER: 0000730255-09-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090113 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090218 DATE AS OF CHANGE: 20090217 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: 09617048 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 AGREEMENTS 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): February 13, 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 Material Definitive Agreements On February 13, 2009, CalAmp Corp. (the "Company") entered into an amendment of the subordinated promissory note payable to EchoStar Technologies LLC (the "EchoStar Note Amendment"). As previously disclosed, the Company entered into a settlement agreement with EchoStar on December 14, 2007 under which the Company issued to EchoStar a $5 million non-interest bearing subordinated promissory note payable at a rate of $5.00 per unit on the first one million units of product purchased by EchoStar from the Company after the date of the settlement agreement. Pursuant to the EchoStar Note Amendment, the Company agreed to increase the principal payments on the subordinated note from $5.00 to $20.00 per unit for sales to this customer of up to 120,000 units of a certain product during the period from January through May 2009. After the earlier of the purchase of 120,000 units of this certain product or May 31, 2009, the per unit note principal payment applicable to sales of this product will revert to $5.00. The per unit note principal payment for all other products will remain at $5.00. Also on February 13, 2009, the Company entered into the Seventh Amendment and Consent to the Credit Agreement dated May 26, 2006 (the "Seventh Amendment") with Bank of Montreal, as administrative agent, and a second bank party thereto (collectively on behalf of themselves and any other bank party to the Credit Agreement, the "Banks"). Pursuant to the Seventh Amendment, the Banks agreed to change the minimum levels of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and Wireless DataCom revenues required by the financial covenants of the Credit Agreement. The Banks also consented to the EchoStar Note Amendment, and the Company agreed to make additional principal payments on the bank term loan of $7.50 per unit for the first 120,000 units sold to EchoStar beginning in January 2009 of the product that has the higher subordinated note payment under the EchoStar Note Amendment. The Seventh Amendment also requires that the Company make a principal payment on the bank term loan of $150,000 by February 28, 2009 in lieu of an amendment fee. The EchoStar Note Amendment and the Seventh Amendment 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 Amendment No. 1 dated February 13, 2009 to the Subordinated Promissory Note dated December 14, 2007 between the Company and EchoStar Technologies LLC. 10.2 Seventh Amendment dated February 13, 2009 to the Credit Agreement dated May 26, 2006 between CalAmp Corp., Bank of Montreal and other lenders party thereto. 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. February 17, 2009 By: /s/ Richard Vitelle ___________________ _________________________ Date Richard Vitelle, VP Finance & Chief Financial Officer EX-10 2 exhibit_10-1.txt EXH. 10.1 AMENDMENT NO. 1 TO SUBORDINATED NOTE Exhibit 10-1 AMENDMENT NO. 1 TO SUBORDINATED PROMISSORY NOTE THIS AMENDMENT NO. 1 (this "Amendment") is entered into as of the dates set forth on the signature page hereto, by and between CalAmp Corp., a Delaware corporation (the "Company"), and EchoStar Technologies, L.L.C., a Texas limited liability company formerly known as EchoStar Technologies Corporation (the "Holder"). WHEREAS, the Company issued that certain Subordinated Promissory Note dated December 14, 2007 (the "Subordinated Note") in the principal amount of $5,000,000.00 to the Holder; WHEREAS, payment of the principal of the Subordinated Note is made by the Company at the rate of $5.00 per unit of Product purchased by the Holder; and WHEREAS, pursuant to Section 5(e) of the Subordinated Note, the parties desire to amend the Subordinated Note to increase the payment rate for a certain category of products. NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: SECTION 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Subordinated Note. SECTION 2. Amendment of Section 3(a). Section 3(a) of the Subordinated Note is hereby deleted in its entirety and the following paragraph shall be substituted in lieu thereof: "(a) Principal shall be due and payable from time to time within 5 Business Days after receipt by the Company of payment by the Holder for each unit of Product purchased at the following rates: (i) $5.00 of principal per unit of Product other than, commencing January 1, 2009, the DPP Triple (as defined in the Settlement Agreement), and (ii) during the period beginning and including January 1, 2009 and ending and including May 31, 2009, $20.00 of principal per DPP Triple unit purchased during such period up to a maximum of 120,000 DPP Triple units; provided that after the earlier of the purchase of 120,000 DPP Triple units during such period and the end of such period, the amount of principal the Company will be required to pay per unit of DPP Triple will revert to $5.00 per unit. Principal payments on this Subordinated Note for Products purchased by the Holder shall continue until the entire principal balance of this Subordinated Note has been paid in full. For the purposes of this Section 3(a), "Product" shall include new products that are introduced by the Company after the date hereof that have a value greater than $25.00 per unit of product." SECTION 3. Continuing Effect; No Other Amendments. Except as expressly amended hereby, all other terms and provisions of the Subordinated Note are and shall remain in full force and effect. SECTION 4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute a fully executed Amendment. Transmittal and receipt of a facsimile copy of this Amendment with the facsimile signature(s) shall be binding on the parties hereto. SECTION 5. Reference to Subordinated Note. Upon the effectiveness of this Amendment, each reference in the Subordinated Note to "Subordinated Note", "hereunder", "herein" or words of like import shall mean and be a reference to the Subordinated Note, as amended by this Amendment. IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this Amendment No. 1 to Subordinated Promissory Note as of the date first set forth above. CALAMP CORP., a Delaware corporation By: /s/ Richard K. Vitelle ------------------------ Name: Richard K. Vitelle Title: VP Finance & CFO February 13, 2009 ECHOSTAR TECHNOLOGIES, L.L.C., a Texas limited liability company By: /s/ George J. King ------------------------ Name: George J. King Title: Senior Vice President January 11, 2009 EX-10 3 exhibit_10-2.txt EXH. 10.2 SEVENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10-2 SEVENTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT This Seventh Amendment and Consent to Credit Agreement (herein, the "Amendment") is entered into as of February 13, 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) amend the financial covenants, (ii) consent to an accelerated repayment schedule of the EchoStar Note, and (iii) make certain other amendments to the Credit Agreement, and the Required Lenders are willing to so consent and 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. CONSENT. The Borrower has requested that the Lenders consent to an accelerated repayment schedule for the EchoStar Note, such that the Borrower shall repay the EchoStar Note by $20.00 per unit with respect to the first 120,000 units of the so-called DPP Triples sold to EchoStar Technologies Corporation beginning January 1, 2009. By signing below, the Lenders hereby consent to, and only consent to, the accelerated repayment schedule set forth above, provided that the Borrower and its Subsidiaries satisfy the conditions precedent set forth in Section 3 below. SECTION 2. AMENDMENTS. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement shall be and hereby is amended as follows: 2.1. Section 1.8(a) of the Credit Agreement shall be amended and restated in its entirety to read as follows: Section 1.8. Maturity of Loans. (a)Scheduled Payments of Term Loans. The Borrower shall make principal payments on the Term Loans in installments on the last day of each March, June, September, and December in each year (and a special one- time payment on February 28, 2009), with the amount of each such principal installment to equal the amount set forth in Column B below shown opposite of the relevant due date as set forth in Column A below: Column A Column B Scheduled Principal Payment Date Payment on Term Loans 02/28/09 $150,000 03/31/09 $1,250,000 06/30/09 $1,600,000 09/30/09 $1,600,000 , it being agreed that the final payment of both principal and interest not previously paid on the Term Loans shall be due and payable on December 31, 2009 (the "Term Loan Maturity Date"). Each such principal payment shall be applied to the Lenders holding the Term Loans pro rata based upon their Term Loan Percentages. 2.2. Section 1.9 (Prepayments) of the Credit Agreement shall be amended by inserting a new clause (v) into Section 1.9(b) to read as follows: (v) By no later than February 13, 2009, with respect to January 2009, and by no later than 7 days after the last day of each fiscal month ending thereafter, the Borrower shall prepay the Term Loans in an aggregate amount equal to the product of $7.50 multiplied by the number of units of the so- called DPP Triples sold to EchoStar Technologies Corporation during such fiscal month; provided, however, that such prepayment calculation shall only include the first 120,000 units of the so-called DPP Triples sold to EchoStar Technologies Corporation since January 1, 2009. 2.3. The definition of Net Income appearing in Section 5.1 shall be amended and restated to read as follows: "Net Income" means, with reference to any period, the net income (or net loss) of the Borrower and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Net Income (a) the net income (or net loss) of any Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has a equity interest in, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries during such period, (b) any extraordinary gains or losses in accordance with GAAP (and the tax effects thereof), (c) one-time, non-recurring, non-operating gains and losses approved in writing by the Administrative Agent, (d) all non-cash income and (e) any proceeds from the settlement of the Rogers Corporation litigation. 2.4. Section 8.21 (Financial Covenants) shall be amended and restated in its entirety to read as follows: Section 8.21. Financial Covenants. (a) Total Leverage Ratio. Reserved. (b) Tangible Net Worth. Reserved (c) Fixed Charge Coverage Ratio. Reserved. (d) Minimum EBITDA. The Borrower shall not, as of the last day of each period set forth below, permit EBITDA for such period to be less than: EBITDA SHALL PERIOD NOT BE LESS THAN: 12 Months ending 2/28/2009 $364,000 12 Months ending 5/30/2009 ($1,064,000) 12 Months ending 8/29/2009 ($473,000) 12 Months ending 11/28/2009 $1,210,000 (e) Minimum Sales of Wireless DataCom Division. As of the last day of each fiscal month set forth below, the Borrower shall not permit sales of the Wireless DataCom Division for the past three (3) months to be less than: SALES OF WIRELESS DIVISION SHALL FISCAL MONTH ENDING NOT BE LESS THAN: 1/24/2009 $12,844,000 2/28/2009 $13,005,000 3/28/2009 $13,770,000 4/25/2009 $14,195,000 5/30/2009 $13,430,000 6/27/2009 $13,770,000 7/25/2009 $14,025,000 8/29/2009 $14,450,000 9/26/2009 $14,875,000 10/24/2009 $15,300,000 11/28/2009 $15,725,000 12/26/2009 $15,640,000 SECTION 3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 3.1. The Borrower, the Administrative Agent and the Required Lenders shall have executed and delivered this Amendment. 3.2. 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. 3.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel. 3.4. The Guarantors shall have executed their reaffirmation, acknowledgment, and consent in the space provided for that purpose below. 3.5. The Borrower shall have paid any invoices for professional services rendered on behalf of the Administrative Agent, including legal fees. 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 Seventh Amendment and Consent 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 McConnell ------------------------ Name Geoffrey McConnell Title Managing Director UNION BANK OF CALIFORNIA, N.A. By /s/ Daniel J. Isenberg ------------------------ Name Daniel J. Isenberg Title Vice President BANK OF THE WEST By /s/ ------------------------ Name Title 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 Seventh Amendment and Consent 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/ Richard K. Vitelle ------------------------ Name: Richard K. Vitelle Title: Treasurer DATARADIO COR LTD. By /s/ Garo Sarkissian ------------------------ Name: Garo Sarkissian Title: President -----END PRIVACY-ENHANCED MESSAGE-----