8-K

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 11, 2013

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 8.01 Other Events.

On February 11, 2013, the Company issued a press release announcing that it plans to offer and sell 4,200,000 shares of its common stock in an underwritten public offering.

Item 9.01. Financial Statements and Exhibits

99.1 Press release dated February 11, 2013.

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 11, 2013	By: /s/ Richard Vitelle
Date	Richard Vitelle,
	Vice President-Finance
	(Principal Financial Officer)

EX-99.1

Exhibit 99.1

N E W S  B U L L E T I N
FROM:

FOR IMMEDIATE RELEASE

CalAmp Announces Proposed Public Offering of Common Stock

OXNARD, CA, February 11, 2013 -- CalAmp Corp. (NASDAQ: CAMP),a leading provider of wireless communications solutions for a broad array of applications to customers globally, announced today that it plans to offer and sell 4,200,000 shares of its common stock in an underwritten public offering. CalAmp also plans to grant the underwriters a 30-day option to purchase up to an additional 630,000 shares to cover over-allotments, if any.

CalAmp expects to use the net proceeds from this offering to fund a portion of the purchase price for its previously announced acquisition of the operations of Wireless Matrix Corporation. If the acquisition is not completed, CalAmp intends to use the net proceeds from this offering to pay transaction expenses, to repay outstanding indebtedness and for other general corporate purposes.

Canaccord Genuity Inc. and B. Riley & Co., LLC are acting as joint book-running managers for the offering. Craig Hallum Capital Group LLC, Northland Securities, Inc. and First Analysis Securities Corporation are acting as co-managers for the offering.

The offering will be made under an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the offices of Canaccord Genuity, Attn: Syndicate Department, 99 High Street, 12th Floor, Boston, MA 02110, phone: (617) 371-3900 or B. Riley & Co., LLC, 11100 Santa Monica Blvd., Suite 800, Los Angeles, CA 90025 at (310) 966-1444. Alternatively, you may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale is not permitted. The offering may be made only by means of a prospectus and related prospectus supplement.

About CalAmp
CalAmp is a leading provider of wireless communications solutions for a broad array of applications to customers globally. The Company’s two business segments are Wireless DataCom, which serves enterprise, utility and government customers, and Satellite, which focuses on the North American Direct Broadcast Satellite market. For more information, please visit www.calamp.com.

CalAmp Announces Proposed Public Offering of Common Stock
February 11, 2013
Page 2 of 2

Forward-Looking Statements
Statements in this press release that are not historical in nature are forward-looking statements that involve known and unknown risks and uncertainties. Words such as “may”, “will”, “expect”, “intend”, “plan”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “goal” and variations of these words and similar expressions, are intended to identify forward-looking statements. Actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including product demand, competitive pressures and pricing declines in the Company’s wireless and satellite markets, the timing of customer approvals of new product designs, intellectual property infringement claims, the effects of the proposed automatic federal budget cuts if the scheduled sequester were to take effect in early 2013, interruption or failure of our Internet-based systems used to wirelessly configure and communicate with the tracking and monitoring devices that we sell, the ability to finance and consummate the Wireless Matrix acquisition, integration issues that may arise in connection with that acquisition, and other risks or uncertainties that are described in the Company’s Report on Form 10-K for fiscal 2012 as filed on April 26, 2012 with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such 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.

AT CALAMP:	AT ADDO COMMUNICATIONS:
Garo Sarkissian	Lasse Glassen
VP, Corporate Development	(424) 238-6249
(805) 987-9000	lasseg@addocommunications.com