-----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, I5ZJvSx5PggugXe+XIqsU3rORx2V++Oxs+EqS2A2QwXxyEu2+IKYomAJG5rKxFg9 NVL5p8915bkocaJcNzC7Vg== 0000730255-09-000063.txt : 20091223 0000730255-09-000063.hdr.sgml : 20091223 20091223075700 ACCESSION NUMBER: 0000730255-09-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091222 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 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: 091256627 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-fd.txt ITEM 7.01 REGULATION FD DISCLOSURE 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): December 22, 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 7.01. Regulation FD Disclosure On December 22, 2009, CalAmp Corp. (the "Company") paid in full the $13.95 million outstanding principal balance of its credit facility with Bank of Montreal and two other banks, which had a maturity date of December 31, 2009. The funds for this payoff were provided by a drawdown of $7.77 million under a new revolving credit facility with Square 1 Bank of Durham, North Carolina, supplemented by aggregate proceeds of $6.18 million from the private placement of common stock and subordinated debt. The Square 1 Bank credit facility has a two-year term and provides for borrowings up to the lesser of $12 million or 85% of the Company's eligible accounts receivable. Outstanding borrowings under this facility bear interest at Square 1's prime rate plus 2.0%, subject to a minimum effective interest rate of 6.0%. The Company also raised $4.25 million from the sale of approximately 1,932,000 shares of common stock and $1.93 million from the issuance of subordinated debt. The subordinated notes bear interest at 12% per annum and have a maturity date of December 22, 2012. The Company also issued a total of 192,500 common stock purchase warrants to the subordinated note investors at an exercise price of $4.02 per share, which represents a 20% premium to the average closing price of the Company's common stock for the 20 consecutive trading days prior to the closing of the refinancing. The Company agreed to file a registration statement with the Securities and Exchange Commission to register the privately-issued shares and the shares of common stock underlying the warrants. On December 23, 2009, the Company issued a press release announcing the refinancing of its bank debt. A copy of the press release is attached as Exhibit 99.1. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press release of the Registrant dated December 23, 2009 announcing the bank debt refinancing 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. December 23, 2009 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-99 2 exhibit_99-1.txt PRESS RELEASE ON DECEMBER 23, 2009 Exhibit 99.1 NEWS BULLETIN FROM: CalAmp Logo FOR IMMEDIATE RELEASE CalAmp Completes Refinancing of Bank Debt OXNARD, Calif., December 23, 2009 - CalAmp Corp. (Nasdaq: CAMP), a leading provider of wireless products, services and solutions, announced today that it has paid in full the $13.95 million outstanding balance of its credit facility with Bank of Montreal and two other banks, which had a maturity date of December 31, 2009. The funds for this payoff were provided by a drawdown of $7.77 million under a new revolving credit facility with Square 1 Bank of Durham, North Carolina, supplemented by aggregate proceeds of $6.18 million from the private placement of common stock and subordinated debt. The Square 1 Bank credit facility has a two-year term and provides for borrowings up to the lesser of $12 million or 85% of the Company's eligible accounts receivable. Outstanding borrowings bear interest at Square 1's prime rate plus 2.0%, subject to a minimum effective interest rate of 6%. The Company also raised junior capital from a group of investors comprised of $4.25 million from the sale of approximately 1,932,000 shares of common stock and $1.93 million in subordinated debt. The subordinated notes bear interest at 12% per annum and have a maturity date of December 22, 2012. The Company also issued a total of 192,500 common stock purchase warrants to the subordinated note investors at an exercise price of $4.02 per share, which represents a 20% premium to the average closing price of the Company's common stock for the 20 consecutive trading days prior to the closing of the refinancing. The Company agreed to file a registration statement with the Securities and Exchange Commission to register the privately-issued shares and the shares of common stock underlying the warrants. Rick Gold, President and CEO of CalAmp commented, "This refinancing is an important milestone for CalAmp. It provides working capital for growth and eliminates the uncertainty associated with the maturing bank credit agreement. We want to thank our past lenders for their patience and support and now look forward to working with Square 1." "We are very pleased to extend this credit facility to CalAmp," said Richard Suhl, Senior Vice President of Square 1 Bank. "We look forward to a long and mutually beneficial relationship with the Company." B. Riley & Co., LLC served as CalAmp's financial advisor in connection with this refinancing. About CalAmp Corp. CalAmp provides wireless communications solutions that enable anytime/anywhere access to critical data and content. The Company serves customers in the public safety, industrial monitoring and controls, mobile resource management, and direct broadcast satellite markets. The Company's products are marketed under the CalAmp, Dataradio, SmartLink, Aercept, LandCell and Omega trade names. For more information, please visit www.calamp.com. AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Rick Vitelle Lasse Glassen Chief Financial Officer General Information (805) 987-9000 (213) 486-6546 lglassen@mww.com -----END PRIVACY-ENHANCED MESSAGE-----