camp-8k_20190225.DOCX.htm

 

 

 

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): February 25, 2019

CALAMP CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

 

 

 

0-12182
  (Commission
file number)

 

95-3647070
  (IRS Employer
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))

 

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 8.01Other Events.

On February 25, 2019, CalAmp Corp. (the “Company”), issued a press release announcing two strategic acquisitions.

 

First, the Company entered into a definitive agreement to acquire Car Track, S.A. DE C.V., the exclusive licensee of LoJack® technology for the Mexican market, doing business as LoJack® Mexico.  The Company will purchase the remaining 87.5% of the Car Track shares not currently owned by CalAmp for a purchase price of approximately US $13 million. The transaction is expected to close in the first quarter of fiscal 2020, subject to regulatory requirements and the satisfaction of certain closing conditions.

 

Second, on February 25, 2019, the Company completed its acquisition of Tracker Network (UK) Limited, a LoJack licensee and a market leader in SVR telematics services across the United Kingdom, for a cash purchase price of approximately US $13 million.

 

A copy of the press release announcing both acquisitions is attached as Exhibit 99.1.

 

This Report on Form 8-K contains forward-looking statements (including within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended) concerning CalAmp. These statements include statements that address the expected completion of the LoJack Mexico acquisition, and are based on management’s current expectations and beliefs, as well as assumptions made by, and information currently available to, management, and involve risks and uncertainties, many of which are outside our control, and which may cause actual results to differ materially from those contained in forward-looking statements. Risks and uncertainties related to these forward-looking statements are detailed in our periodic public filings with the SEC, including our Annual Report on Form 10-K for the year ended February 28, 2018, filed with the SEC on May 10, 2018. You may obtain these filings for free at the SEC’s website at http://www.sec.gov. We undertake no intent or obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

(d) Exhibits.

 

 

99.1

 

Press release of the Company dated February 25, 2019 announcing strategic acquisitions.

 


 

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/ Kurtis Binder

Kurtis Binder
Executive Vice President and Chief Financial Officer

 

 

 

 

 

Dated: February 25, 2019