VIA EDGAR AND EMAIL
February 8, 2013
U.S. Securities and Exchange
Commission
Division of Corporation
Finance
100 F Street, NE
Washington, D.C.
20549
Attention: Jonathan Groff
| Re: | CalAmp. Corp. | |
| Registration Statement on Form S-3 (File No. 333-185590) |
Dear Mr. Groff:
CalAmp Corp, a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-185590) (the “Filing”) be accelerated and that it be declared effective February 11, 2013 at 8:00 a.m. Eastern time, or as soon as practicable thereafter.
Further, the Company acknowledges:
- Should the
Securities and Exchange Commission or the staff of the Commission (the
“Staff”), acting pursuant to delegated authority, declare the Filing
effective, it does not foreclose the Commission from taking any action with
respect to the Filing;
- The action of the Commission or the Staff, acting
pursuant to delegated authority, in declaring the Filing effective, does not
relieve the Company from its full responsibility for the accuracy and adequacy
of the disclosure in the Filing; and
- The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions regarding this correspondence to Peter Wardle of Gibson, Dunn & Crutcher LLP at (213) 229-7242.
Sincerely,
/S/ Richard Vitelle
Richard Vitelle
VP Finance, CFO & Secretary