S-8

As filed with the Securities and Exchange Commission on November 14, 2022.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CalAmp Corp.

(Exact name of registrant as specified in its charter)

DELAWARE	95-3647070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

15635 Alton Parkway, Suite 250 Irvine, California	92618
(Address of Principal Executive Offices)	(Zip Code)

CALAMP CORP. AMENDED AND RESTATED 2004 INCENTIVE STOCK PLAN

(Full Title of the Plans)

Jeffery Gardner

President and Chief Executive Officer

CalAmp Corp.

15635 Alton Parkway, Suite 250

Irvine, California 92618

(949) 600-5600

(Name, address and telephone number including area code of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional (a) 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of CalAmp Corp. (the “Company” or “Registrant”), which may be issued pursuant to awards under the CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (the “Plan”), the addition of which was approved by the Company’s stockholders at the Annual Meeting held on July 26, 2022, and (b) 2,000,000 shares of Common Stock subject to awards previously granted under the Plan, which have again become available for issuance under the Plan pursuant to the terms of the Plan. In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Form S-8s filed by the Company with respect to the Plan on October 20, 2004 (SEC File No.  333-119842), April 28, 2011 (SEC File No.  333-173778), April 21, 2015 (SEC File No.  333-203545), May 10, 2018 (SEC File No.  333-224811), August 24, 2020 (SEC File No.  333-248325) and October 29, 2021 (SEC File No. 333-260590), together with all exhibits filed therewith or incorporated therein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.	Description
4.1*	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the period ended August 31, 2014)
4.2*	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the period ended February 29, 2020)
5.1	Opinion of Latham & Watkins LLP
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
24.1	Powers of Attorney (included as part of signature page)
99.1*	CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s Annual Stockholder Meeting held on July 28, 2021)
99.2*	Amendment to CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s Annual Stockholder Meeting held on July 26, 2022)
107	Calculation of Filing Fee Table

* Incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 14th day of November, 2022.

CalAmp Corp.
By:	/s/ Jeffery Gardner
	Jeffery Gardner
	President and Chief Executive Officer

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mr. Jeffery Gardner and Ms. Xiaolian (Cindy) Zhang and each of them severally, as such person’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might, or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jeffery Gardner Jeffery Gardner	President, Chief Executive Officer and Director (principal executive officer)	November 14, 2022
/s/ Cindy Zhang Cindy Zhang	Interim Chief Financial Officer (principal financial officer)	November 14, 2022
/s/ Erik Schulz Erik Schulz	Interim Chief Accounting Officer (principal accounting officer)	November 14, 2022
/s/ Henry Maier Henry Maier	Chair of the Board of Directors	November 14, 2022
/s/ Scott Arnold Scott Arnold	Director	November 14, 2022
/s/ Jason Cohenour Jason Cohenour	Director	November 14, 2022
/s/ Wes Cummins Wes Cummins	Director	November 14, 2022
/s/ Roxanne Oulman Roxanne Oulman	Director	November 14, 2022
/s/ Jorge Titinger Jorge Titinger	Director	November 14, 2022
/s/ Kirsten Wolberg Kirsten Wolberg	Director	November 14, 2022

EX-5.1

Exhibit 5.1

	650 Town Center Drive, 20th Floor
	Costa Mesa, California 92626-1925
	Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com
	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
	Houston	Singapore
	London	Tel Aviv
	Los Angeles	Tokyo
	Madrid	Washington, D.C.

November 14, 2022

CalAmp Corp.

15635 Alton Parkway, Suite 250

Irvine, CA

Re: Registration Statement on Form S-8: 3,000,000 shares of Common Stock, par value $0.01 per share, of CalAmp Corp.

To the addressee set forth above:

We have acted as special counsel to CalAmp Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the potential issuance of up to 3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s Amended and Restated 2004 Incentive Stock Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

November 14, 2022

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 28, 2022 relating to the financial statements of CalAmp Corp. and subsidiaries and the effectiveness of CalAmp Corp. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of CalAmp Corp. for the fiscal year ended February 28, 2022.

/s/ Deloitte & Touche LLP

Costa Mesa, CA

November 14, 2022

EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

CalAmp Corp.

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	3,000,000	$3.30	$9,900,000	$110.20 per $1,000,000	$1,090.98
Total Offering Amounts							$1,090.98
Total Fee Offsets							–
Net Fee Due							$1,090.98

(1) This Registration Statement on Form S-8 (the “Registration Statement”) registers the offer and sale of (a) 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) of CalAmp Corp. (the “Company” or “Registrant”), which may be issued pursuant to awards under the CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (the “Plan”), and (b) 2,000,000 additional shares of Common Stock subject to awards previously granted under the Plan, which have again become available for issuance under the Plan pursuant to the terms of the Plan.

(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 (“Common Stock”), of the Registrant that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(3) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The maximum price per share and maximum aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on November 8, 2022, which date is within five business days prior to filing this Registration Statement.