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): April 5, 2017
CALAMP
CORP.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
0-12182 | 95-3647070 | |
(Commission | (IRS Employer | |
file number) | Identification Number) |
15635 Alton Parkway,
Suite 250, Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 600-5600
N/A
(Former name or former address, if changed since
last report)
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 240.14a-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 2.02 Results of Operations and Financial Condition.
Omega Patents, LLC Litigation
In December 2013, a patent infringement lawsuit was filed against CalAmp Corp. (the Company) by Omega Patents, LLC, (Omega), a non-practicing entity, alleging that certain of the Companys vehicle tracking products infringed on certain patents asserted by Omega. On February 24, 2016, a jury in the U.S. District Court for the Middle District of Florida awarded Omega damages of $2.975 million, for which the Company recorded a reserve of $2.9 million in the fiscal 2016 fourth quarter. Following trial, Omega brought a motion seeking entry of judgment, an injunction, and also requested the court to exercise its discretion to treble damages and assess attorneys fees. On April 5, 2017, the court awarded Omega trebled damages in the aggregate amount of $8.9 million plus attorneys fees in an amount to be determined, but denied Omegas request for an injunction. As a result of this judgment, the Company recorded an additional reserve of $6.0 million, or $0.11 per diluted share on a GAAP basis, in its financial statements for the fiscal year ended February 28, 2017 that will be filed on Form 10-K later this month.
The Company plans to file motions with the court seeking judgment as a matter of law in its favor and, alternatively, a new trial. If, following resolution of those motions, the judgment against the Company remains intact, the Company intends to pursue an appeal at the Court of Appeals for the Federal Circuit. In addition to its appeal, the Company is seeking to invalidate a number of Omegas patents in actions filed with the U.S. Patent and Trademark Office. While it is not feasible to predict with a high degree of certainty the outcome of this litigation, the ultimate resolution could be material to the Companys cash flows and results of operations.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information disclosed above under Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of the Registrant dated April 11, 2017 announcing the courts ruling in the Omega patent infringement case.
SIGNATURE
Pursuant to the requirements of the Securities and 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. | |
Registrant | |
By: | /s/ Richard Vitelle. |
Richard Vitelle | |
Executive Vice President and Chief Financial Officer |
Dated: April 11, 2017
Exhibit 99.1
CalAmp Announces
Court Ruling in
Omega Patent Infringement Case
IRVINE, CA, April 11, 2017 -- CalAmp (NASDAQ: CAMP), a leading provider of Internet of Things (IoT) enablement solutions, announced today that last week the U.S. District Court for the Middle District of Florida entered judgment against CalAmp in the patent infringement lawsuit filed in December 2013 by Omega Patents LLC, (Omega), a non-practicing entity. The judgment comes more than a year after the trial ended in a jury verdict, which the company previously announced in a press release in March of 2016.
On April 5, 2017, the trial court judge awarded Omega trebled damages in the aggregate amount of $8.9 million plus attorneys fees in an amount to be determined, but denied Omegas request for an injunction. CalAmp recorded a reserve of $2.9 million in February 2016 at the time of the jury verdict, and recorded an additional reserve of $6.0 million in its financial statements for the year ended February 28, 2017 as a result of the judges award of trebled damages. The $6.0 million charge will impact fiscal 2017 GAAP-basis results of operations by $0.11 per diluted share but will not impact fiscal 2017 non-GAAP earnings per share or Adjusted EBITDA. The Company is scheduled to announce its fiscal 2017 fourth quarter and full year results on April 18.
CalAmps position has always been, and remains, that it does not infringe Omegas patents and that Omegas patents are invalid. CalAmp intends to challenge the judgment through all appropriate motions with the trial court, an appeal at the Court of Appeals for the Federal Circuit if necessary, and the ongoing ex parte reexaminations of Omegas patents at the U.S. Patent and Trademark Office.
About
CalAmp
CalAmp (NASDAQ:
CAMP) is a pure-play pioneer in the connected vehicle and broader
Industrial IoT marketplace. The company's extensive portfolio of
intelligent communications
devices, robust and scalable
telematics cloud services, and targeted software applications streamline
otherwise complex IoT deployments. These solutions enable customers to
optimize their operations by collecting, monitoring and efficiently reporting
business-critical data and desired intelligence from
high-value mobile and remote assets. CalAmp is
headquartered in Irvine, California and has been publicly traded since 1983. For
more information, please visit www.calamp.com.
AT CALAMP: | ||
Garo Sarkissian | Nadine Traboulsi | |
SVP, Corporate Development | Vice President, Corporate Marketing | |
(949) 600-5600 | (949) 600-5642 | |
ntraboulsi@calamp.com |