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): January 15, 2010
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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 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 1.01 Entry into a Material Definitive Agreement
On January 15, 2010, CalAmp Corp. (the "Company") raised $3,075,000 from
the second round issuance of subordinated promissory notes pursuant to a
Joinder Agreement that was entered into with the six investors (the "Second
Round Purchasers") listed in Schedule II of that agreement. The Joinder
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The first round issuance of subordinated notes in the aggregate
principal amount of $1,925,000 occurred on December 22, 2009 pursuant to a
Subordinated Note and Warrant Purchase Agreement (the "Note Purchase
Agreement"), as described in a Form 8-K filed on December 29, 2009. Pursuant
to the Joinder Agreement, the Second Round Purchasers became parties to the
Note Purchase Agreement. The subordinated notes issued in the second round,
like those issued in the first round, bear interest at 12% per annum and have
a maturity date of December 22, 2012. Interest is payable semiannually on
the last day of June and December, and all subordinated note principal is
payable at the maturity date. Also on January 15, 2010, the Company issued a
total of 307,500 common stock purchase warrants to the Second Round
Purchasers at an exercise price of $4.02 per share, which is the same as the
exercise price of the 192,500 warrants issued with the first round
subordinated notes. The subordinated notes and warrants issued in both the
first and second rounds were sold in private placement transactions, have not
been registered under the Securities Act of 1933, as amended, and were not
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Pursuant to the Joinder Agreement, the Second Round Purchasers also
became a party to a Registration Rights Agreement, dated December 22,
2009. Under this Registration Rights Agreement, if the Company registers any
shares of its common stock, it will use reasonable efforts to effect the
registration of the shares of common stock underlying the warrants.
B. Riley & Co. LLC, the Company's financial advisor, will be paid a
placement fee of $45,000 in connection with the issuance of subordinated
notes on January 15, 2010.
The foregoing description is qualified in its entirety by reference to
the Joinder Agreement attached as Exhibit 10.1 and incorporated herein by
reference. This Joinder Agreement has been included to provide investors
with information regarding their terms and is not intended to provide any
other factual information about the Company.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The Company has disclosed in Item 1.01 above the information relating to
the Company's direct financial obligations under the Joinder Agreement dated
January 15, 2010.
ITEM 3.02 Unregistered Sales of Equity Securities
On January 15, 2010, the Company issued warrants to purchase shares of
the Company's common stock. The information set forth in Item 1.01 above
with respect to the warrants and the shares of common stock issuable upon
exercise thereof is incorporated by reference in this Item 3.02.
The Company issued these securities in reliance upon an exemption from
registration under Rule 506 of Regulation D or Section 4(2) of the Securities
Act of 1933, as amended. The Company agreed that if it registers any shares
of its common stock, it will use commercially reasonable efforts to effect the
registration of the shares of common stock underlying the warrants.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Joinder Agreement dated January 15, 2010 between CalAmp Corp.
and six investors.
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.
January 19, 2010 By: /s/ Richard K. Vitelle
_________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Office)