UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Officer
Effective July 2, 2020, CalAmp Corp. (the “Company”) appointed Jeffery R. Gardner as its new President and Chief Executive Officer. He will remain a member of the Board of Directors of the Company (the “Board”). Mr. Gardner has served as Interim President & CEO since March 25, 2020.
Mr. Gardner has many years of technology industry experience, including serving in CEO roles in the wireless telecommunications industry, as well as his service on the boards of other technology and subscription-based companies. Information regarding Mr. Gardner’s background, business experience and any related party transactions appears in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 4, 2020 under the headings “Board of Directors Information – Biographical Information” and “Certain Relationships and Related Party Transactions,” which information is incorporated herein by reference. There are no family relationships between Mr. Gardner and any of the Company’s directors or executive officers.
Item 7.01. Regulation FD Disclosure.
The Company’s press release announcing Mr. Gardner’s appointment as President and CEO is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
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CALAMP CORP. |
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July 8, 2020 |
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By: /s/ Kurtis Binder |
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Kurtis Binder |
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Executive Vice President and CFO |
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(Principal Financial Officer) |
Exhibit 99.1
CalAmp Appoints Jeff Gardner as President and CEO
IRVINE, Calif., July 8, 2020 — CalAmp (Nasdaq: CAMP), a global technology solutions pioneer transforming the mobile connected economy, today announced that the company has appointed Jeff Gardner as its president and CEO. Mr. Gardner has served as interim president and CEO since March 25, 2020.
Commenting on the appointment, A. J. “Bert” Moyer, Chairman of the Board, said, “The board and I are confident Jeff is the right person to continue leading CalAmp in this next phase of growth. Over the past three months, Jeff has rapidly assumed the leadership role of CalAmp, implemented a strategic operating plan and delivered on his commitments. He is fully aligned with executing on the company’s goal of accelerating CalAmp’s transition to a SaaS solutions provider, and we look forward to his many accomplishments in the years ahead.”
“The past 90 days have further validated my belief that CalAmp is solidly positioned to leverage its many competitive strengths to drive our future growth,” said Gardner. “We have an exceptionally talented team that is fully focused on transforming our business and developing innovative products and solutions to meet customers’ needs. I am confident that we will emerge from this current environment in a position of strength, and as president and CEO, it is my goal to meet and exceed the expectations of our customers, stockholders, partners and associates across the globe.”
About CalAmp
CalAmp (Nasdaq: CAMP) is a global technology solutions pioneer transforming the mobile connected economy. We help reinvent business and improve lives around the globe with technology solutions that streamline complex mobile IoT deployments and bring intelligence to the edge. Our software and subscription-based services, scalable cloud platform and intelligent devices collect and assess business-critical data from mobile assets and their contents. We call this The New How, facilitating efficient decision making, optimizing mobile asset utilization and improving road safety. Headquartered in Irvine, California, CalAmp has been publicly traded since 1983 and has 20 million products installed and over 1.3 million software and services
subscribers worldwide. LoJack®, Tracker™ and Here Comes The Bus® are CalAmp brands. For more information, visit calamp.com, or LinkedIn, Facebook, Twitter, YouTube or CalAmp Blog.
Forward-Looking Statements
CalAmp cautions you that statements in this press release that are not a description of historical facts are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by CalAmp that any of our plans or expectations will be achieved, including but not limited to our management’s ability to increase the company’s market position or revenue. Actual results may differ from those set forth in this press release due to the risk and
US-DOCS\116909674.2
uncertainties inherent in our business, including risks described in our prior press releases and in our filings with the Securities and Exchange Commission (“SEC”), including under the heading “Risk Factors” in our Annual Report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to revise or update this press release to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
CalAmp, CalAmp logo and Here Comes The Bus are among the trademarks of CalAmp and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.
Media Inquiries |
CalAmp Investor Contact: |
Angela Baldwin |
Leanne K. Sievers |
Merritt Group for CalAmp |
Shelton Group |
650.270.3082 |
949.224.3874 |
baldwin@merrittgrp.com |
sheltonir@sheltongroup.com |
###
US-DOCS\116909674.2
Document and Entity Information |
Jul. 02, 2020 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jul. 02, 2020 |
Entity Registrant Name | CALAMP CORP |
Entity Central Index Key | 0000730255 |
Entity Emerging Growth Company | false |
Entity File Number | 0-12182 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 95-3647070 |
Entity Address, Address Line One | 15635 Alton Parkway |
Entity Address, Address Line Two | Suite 250 |
Entity Address, City or Town | Irvine |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92618 |
City Area Code | (949) |
Local Phone Number | 600-5600 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, $0.01 per share |
Trading Symbol | CAMP |
Security Exchange Name | NASDAQ |
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