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): March 4, 2008
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Exact Name of Registrant as
Specified in Its Charter: CALAMP CORP.
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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
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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 425 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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
(a),(b) Departure of a director; departure of the principal executive
officer
On March 4, 2008, CalAmp Corp. ("CalAmp," or the "Company") announced the
resignation of Fred Sturm from his positions as President and Chief Executive
Officer and as a Director of CalAmp, effective March 4, 2008.
(c) Appointment of a new principal executive officer
Effective March 4, 2008 the CalAmp Board of Directors appointed Richard
Gold to serve as the Company's President and Chief Executive Officer. Mr.
Gold will continue to serve on the Board of Directors of CalAmp, but he will
no longer be the Chairman of the Board.
Mr. Gold, age 53, has been serving as a member of the Company's Board
of Directors since December 2000 and has served as Chairman of the Company's
Board of Directors since July 2004. From May 2004 to March 2008, Mr. Gold
was a Managing Director of InnoCal Venture Capital. He served as President
and Chief Executive Officer of Nova Crystals, Inc., a supplier of optical
sensing equipment, from December 2002 until May 2004. From June 2002 to July
2003, he was Chairman of Radia Communications, Inc., a supplier of wireless
communications semiconductors.
Pursuant to an employment agreement between the Company and Mr. Gold,
effective March 4, 2008 (the "Agreement"), Mr. Gold's employment with the
Company as its President and Chief Executive is on an at-will basis and will
commence on March 4, 2008. The initial term of the Agreement will expire on
March 4, 2009 (the "Initial Term"), but the Agreement will automatically
extend for one-year consecutive terms unless either the Company or Mr. Gold
gives notice of termination at least 30 days prior to the end of the then
current term. Mr. Gold's initial base salary is $425,000 per year. Mr. Gold
will be eligible to participate in the Company's performance based short-term
incentive compensation program at a target of 80% of base salary with
performance metrics to be established in accordance with the terms of the
program. Mr. Gold will be entitled to participate in all group insurance,
health, disability and similar plans offered by the Company. If the Company
terminates the employment of Mr. Gold without cause (as determined under the
Agreement) prior to the end of the Initial Term, then Mr. Gold will be
entitled to receive his base salary, less standard withholdings for tax and
social security purposes, payable over the 24 month period following the date
of termination in monthly pro rata payments. If the Company terminates the
employment of Mr. Gold without cause after the Initial Term, then the number
of months in which Mr. Gold will be entitled to receive his base salary, less
standard withholdings for tax and social security purposes, will be reduced
by one month for each month of service after the Initial Term until Mr. Gold
has completed 30 months of employment at the Company; provided, that in no
event shall Mr. Gold be paid less than six months of his then base salary.
In either case, if Mr. Gold is terminated without cause, he will also be
entitled to the accrued portion of any vacation earned, less standard
withholdings for tax and social security purposes.
Mr. Gold was granted 200,000 shares of restricted common stock on
February 29, 2008, his first day of employment with the Company, and was
granted options to purchase 300,000 shares of the Company's common stock upon
becoming President and Chief Executive Officer on March 4, 2008. The exercise
price of the options is the price of the Company's common stock at market close
on the day of the grant. These equity awards will vest at a rate of 25% per
year from the date of grant.
In the event the Agreement is terminated (or not renewed) without
cause, fifty percent (50%) of Mr. Gold's then unvested equity awards granted
to him following his employment with the Company would become vested. If the
Company experiences a change of control (as defined in the Agreement) and the
Agreement is terminated (or not renewed) without cause within a year of such
change of control, then seventy-five percent (75%) of Mr. Gold's then
unvested equity awards granted to him following his employment with the
Company would become vested.
Other than his compensation arrangements relative to his employment,
the Company is not aware of any transactions or any proposed transactions in
which the Company or any of its subsidiaries was or is to be a participant,
and in which Mr. Gold or any member of his immediate family had, or will
have, a direct or indirect material interest. Mr. Gold has no family
relationships with any director or executive officer of the Company.
The information contained in the Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated into this Item 5.02 by
reference.
As stated, Mr. Gold will continue to serve on the Company's Board of
Directors, but he has agreed to resign from his position as Chairman of the
Board of Directors. Frank Perna, Jr., a member of the Board of Directors
since May 2000, has been elected to serve as the Chairman of the Board of
Directors.
Following the appointment of Mr. Gold as the Company's new President
and Chief Executive Officer, Mr. Gold no longer is independent within the
meanings of Rules 4200 and 4350 of the NASDAQ Marketplace Rules.
Accordingly, Mr. Gold has resigned his membership on the Company's Audit
Committee and his membership and chairmanship on the Company's Governance and
Nominating Committee. Thomas Pardun has been appointed by the Board of
Directors to replace Mr. Gold on the Company's Audit Committee and to serve
as the Chairman of the Governance and Nominating Committee.
(e) Agreement with principal executive officer
In connection with Mr. Sturm's resignation as the Company's President
and Chief Executive Officer, the Company has agreed to pay Mr. Sturm as
separation pay a lump sum of $207,500 and has also agreed to continue to pay
Mr. Sturm his current salary on a monthly basis over the next 18 months. In
addition, the Company has agreed, among other things, to (i) accelerate the
vesting of 60,000 shares of restricted common stock, which were previously
granted to Mr. Sturm, (ii) allow him to continue to participate in the
Company's group medical and dental insurance program for the next six months
at the Company's expense, (iii) reimburse him for up to $20,000 in documented
expenses for the services of an outplacement consulting firm and (iv) allow
him to retain the Company laptop computer, desktop computer and cell phone he
currently is using. The Company expects to take a charge of approximately
$1,020,000 in the fourth quarter of fiscal year 2008 for the expenses
associated with Mr. Sturm's resignation.
The terms of Mr. Sturm's severance are more fully described in the
letter agreement between the Company and Mr. Sturm, dated March 4, 2008,
which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.
Item 9.01. Other Events.
On February 29, 2008, the Company's Board of Directors, consistent with
Section 3.02 of the Company's Bylaws, elected to reduce the number of
directors serving on the Company's Board of Directors from six to five
effective with Mr. Sturm's resignation as a director. In addition, the
Company's Board of Directors has reduced the number of directors serving on
its Governance and Nominating Committee from three to two.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed or furnished, as the case may be,
with this Current Report on Form 8-K:
Exhibit No. Description
10.1 Employment Agreement between the Company and Richard Gold,
effective March 4, 2008.
10.2 Letter Agreement between the Company and Fred Sturm, dated
March 4, 2008.
99.1 Press Release dated March 4, 2008.
The information contained in Exhibit 99.1 attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, and shall not be deemed incorporated by reference in any filing with
the Securities and Exchange Commission under the Securities Exchange Act of
1934 or the Securities Act of 1933, whether made before or after the date
hereof and irrespective of any general incorporation language in any filings.
Portions of this report may constitute "forward-looking statements" as
defined by federal law. Although the Company believes any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes
will not be materially different. Any such statements are made in reliance on
the "safe harbor" protections provided under the Private Securities
Litigation Reform Act of 1995. Additional information about issues that could
lead to material changes in the Company's performance is contained in the
Company's filings with the Securities and Exchange Commission.
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.
March 4, 2008 By: /s/ Richard K. Vitelle
___________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Officer)