8-K

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                                  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): MARCH 29, 2001


                           CALIFORNIA AMPLIFIER, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


           DELAWARE                       0-12182                95-3647070
(STATE OR OTHER JURISDICTION OF   (COMMISSION FILE NUMBER)      (IRS EMPLOYER
        INCORPORATION)                                       IDENTIFICATION NO.)


                    460 CALLE SAN PABLO
                   CAMARILLO, CALIFORNIA                      93012
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-9000


                                      NONE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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ITEM 5. OTHER EVENTS

On May 29, 2001, the Registrant issued a press release attached as Exhibit 20.1
to this Form 8-K.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       CALIFORNIA AMPLIFIER, INC.



Date:  May 31, 2001                    By: /s/ MICHAEL R. FERRON
                                          --------------------------------------
                                           Michael R. Ferron
                                           Vice President Finance and Chief
                                           Financial Officer







                                INDEX TO EXHIBITS



EXHIBIT
NO.                                DESCRIPTION                                METHOD OF FILING
- -------                            -----------                                ----------------
                                                                 
   20.1              Press Release of California Amplifier, Inc.       Filed electronically herewith
                     dated May 29, 2001

EX-20.1

                                  EXHIBIT 20.1


            California Amplifier Announces Results of NASDAQ Hearing

Camarillo, Ca. - May 29, 2001 - California Amplifier, Inc. (Nasdaq: CAMPE)
announced today that the Company presented testimony at the NASDAQ hearing held
on May 25, 2001 regarding the continued listing of the Company's common stock on
NASDAQ. The Company believes that it provided satisfactory answers to the
questions raised and the hearing panel is expected to issue a ruling on the
matter within the next two weeks. In the interim, trading in the common stock
will remain halted. The Company is working with its independent accountants to
complete the audit of fiscal year 2001 and currently expects to announce its
fourth quarter and audited fiscal year 2001 results on June 1, 2001, and file
its Form 10-K with the Securities and Exchange Commission by the due date of
June 1, 2001 (or June 18, 2001 if circumstances require the Company to seek an
extension of the filing date as permitted by SEC rules).

         California Amplifier designs, markets and manufactures a broad line of
integrated microwave fixed point solutions used primarily in conjunction with
satellite video and terrestrial broadband applications. The Company's wireless
access business unit designs and markets integrated reception and two-way
transmission fixed wireless solutions for video, voice, data, telephony and
networking applications. The satellite business unit designs and markets
reception components for the worldwide DBS television market as well as a full
line of consumer and commercial products for video and data reception. Micro
Pulse, a consolidated 50.5% ownership investment, designs, markets and
manufactures antennas for a broad range of wireless applications. California
Amplifier is an ISO 9001 certified Company. For additional information, visit
California Amplifier's web site at www.calamp.com.

         Forward-looking statements in this press release are made pursuant to
the safe harbor provision of the Private Securities Litigation Reform Act of
1995 and reflect the Company's current views with respect to future events and
are subject to certain risks and uncertainties, including, without limitation,
product demand, market growth, new competition, new technologies, the ongoing
internal financial investigation, litigation and related matters, and other
risks and uncertainties that are detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission, copies of
which may be obtained from the Company upon request. Such risks and
uncertainties could cause actual results to differ materially from historical
results or those anticipated. Although the Company believes the expectations
reflected in its 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.


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For more information contact:
Michael Ferron
Chief Financial Officer
California Amplifier, Inc.
805/987-9000
mferron@calamp.com