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, 2002
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Exact Name of Registrant as
Specified in Its Charter: CALIFORNIA AMPLIFIER, INC.
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DELAWARE 0-12182 95-3647070
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State or Other Jurisdiction of Commission I.R.S. Employer
Incorporation or Organization File Number Identification
No.
Address of Principal Executive Offices: 460 Calle San Pablo
Camarillo, CA 93012
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Registrant's Telephone Number, Including
Area Code: (805) 987-9000
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Former Name or Former Address,
if Changed Since Last Report: Not applicable
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 5, 2002, California Amplifier, Inc. (the "Company") acquired
substantially all of the assets, properties and rights of Kaul-Tronics,
Inc., a Wisconsin corporation ("KTI"), NGP, Inc., a Wisconsin corporation
("NGP") and Interactive Technologies International, LLC, a Wisconsin
limited liability company and wholly-owned by KTI and NGP ("ITI", and
together with KTI and NGP, the "Sellers"), used or held for use primarily
in the business of manufacturing and designing satellite antennas and
installation accessories and other products under development (the
"Business"), pursuant to the Asset Purchase Agreement (the "Agreement")
dated as of April 5, 2002 (the "Closing Date") by and among the Company,
the Sellers and certain stockholders of NGP and KTI (the "Acquisition").
The aggregate purchase price is approximately $22 million, consisting
of: (1) a cash payment of approximately $15,009,000 by the Company to the
Sellers on the Closing Date, (2) an additional cash payment of $1,500,000
to be made within 21 days of Closing Date, subject to a post-closing
adjustment calculated on the value on the Closing Date of inventory and
fixed assets of the Sellers as provided in Section 2.1.3 in the Agreement,
(3) the issuance of an aggregate 929,086 restricted shares of the
Company's common stock, $.01 par value (the "Shares") to KTI and NGP, and
(4) the assumption by the Company of certain of the Sellers' liabilities
relating to the Business in the aggregate amount of approximately
$540,000. Pursuant to the Agreement, the number of Shares issued by the
Company was determined by dividing $5,000,000 by the average closing stock
price for the 30 trading days ending on and including the second day prior
to the Closing Date, which average price was $5.38163.
The Shares were issued pursuant to exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act").
The Company, pursuant to a Registration Rights and Resale Agreement, has
agreed to file a registration statement under the 1933 Act on Form S-3
within 150 days after the Closing Date covering the resale by the Sellers
or their stockholders of the Shares. The Registration Rights and Resale
Agreement also restricts the resale of the Shares such that no Seller or
Stockholder may sell: (i) more than 25% of their Shares through the one
year anniversary (the "Anniversary") of the date that the Securities and
Exchange Commission declares the Form S-3 Registration Statement
effective, (ii) more than 37.5% of their original holdings during the
three month period after the Anniversary ("Fifteen Month Anniversary"),
and (iii) their remaining Shares after the Fifteen Month Anniversary.
The source of funds for the cash payment made on the Closing Date and
the post-closing cash payment was the Company's cash on hand and borrowing
under the Company's existing revolving credit facility that was increased
to $13 million on an interim basis. Ultimately, the Acquisition will be
financed by a new secured credit facility from U.S. Bank National
Association under which it will provide the Company with a $29.3 million
secured credit facility, including a $13 million revolving facility and a
$16.3 million term loan facility (collectively, the "Facility"), and the
Facility will be secured by a first priority perfected security interest
in the Company's assets, including, but not limited to, inventory,
accounts receivable, equipment, intangible assets, investment property,
securities and owned real property.
The terms of the Acquisition are set forth in the Agreement. The
description of the Agreement set forth herein is qualified in its entirety
by reference to the full text of the Agreement, which is attached as
Exhibit 2.1.
Prior to the Acquisition, the Sellers used the assets, properties and
rights primarily in the Business of manufacturing and designing satellite
antennas and installation accessories and other products under
development. The Company presently intends to continue to conduct the
Business in a manner substantially unchanged from the conduct of the
Business by the Sellers prior to the Acquisition. The terms of the
transaction and the consideration received by the parties were a result of
arm's length negotiations between the Company's representatives and
representatives of the Sellers. Prior to the completion of the
transaction, the Company had no material relationship with any of the
Sellers, other than an arm's length supplier-customer business
relationship.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to provide the audited financial statements for
the Business required by Item 7 at this time. The Registrant will
file the financial information required by this item as an amendment
to this report on Form 8-K within 75 days of April 5, 2002.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information
required by Item 7 at this time. The Registrant will file the
financial information required by this item as an amendment to this
report on Form 8-K within 75 days of April 5, 2002.
(c) Exhibits.
A copy of the Agreement is filed herewith as Exhibit 2.1 and is
incorporated herein by reference.
A copy of the Registration Rights and Resale Agreement is filed
herewith as Exhibit 4.1 and is incorporated herein by reference.
A copy of the press release issued by the Company on April 5, 2002
concerning the completion of the foregoing transaction is filed
herewith as Exhibit 99.4 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CALIFORNIA AMPLIFIER, INC.
April 22, 2002 /s/ Richard K. Vitelle
_________________________________ _________________________________
Date Richard K. Vitelle
Vice President -Finance
(Principal Financial Officer)