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 3, 2002
____________________
Exact Name of Registrant as
Specified in Its Charter: CALIFORNIA AMPLIFIER, INC.
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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: 460 Calle San Pablo
Camarillo, CA 93012
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 987-9000
_________________________
Former Name or Former Address,
if Changed Since Last Report: Not applicable
_________________________
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 3, 2002, California Amplifier, Inc. (the "Company") dismissed
its former independent accountants and appointed KPMG LLP ("KPMG"),
effective as of that same date, as its new independent auditors. This
change followed the Company's decision to seek proposals from independent
accountants to audit the financial statements of the Company, and was
approved by the Company's Board of Directors upon the recommendation of its
Audit Committee. Prior to the selection of KPMG, Arthur Andersen LLP
("Andersen") served as the company's independent auditors.
Andersen's reports on the Company's consolidated financial statements
for each of the fiscal years ended March 3, 2001 and February 26, 2000 did
not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting
principles. However, as previously reported in the Company's Form 8-Ks
filed with the Securities and Exchange Commission on April 4, 2001 and May
23, 2001, Andersen's report on the Company's consolidated financial
statements for the fiscal year ended February 26, 2000 was withdrawn on
April 2, 2001 when it was discovered that such financial statements
contained misstatements. Andersen's audit report, as restated, on the
fiscal year 2000 financial statements was reissued on May 21, 2001,
following the correction and re-audit of such financial statements.
During the fiscal years ended March 3, 2001 and February 26, 2000 and
through the date hereof, there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction, would have caused Andersen to make reference to
the subject matter of such disagreements in connection with their reports
on the Company's consolidated financial statements for such years.
In connection with their audits of the financial statements of the
Company for the years ended March 3, 2001 and February 26, 2000, Andersen
reported to the Company's Board of Directors conditions they believed to
be material weaknesses in the Company's system of internal accounting and
financial controls. In response, management identified measures to
improve the Company's system of internal controls, including implementing
more rigorous internal accounting policies, procedures and controls.
Management believes these improved procedures corrected the noted
weaknesses.
The Company provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Andersen's letter,
dated April 9, 2002, stating its agreement with such statements, and if
not, stating the respects in which Andersen does not agree.
During the fiscal years ended March 3, 2001 and February 26, 2000 and
through the date hereof, the Company did not consult KPMG with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
No. Exhibit Description Method of Filing
_______ _____________________ __________________
16.1 Letter of Arthur Andersen LLP Filed electronically
regarding change in certifying herewith.
accountant.
99.1 Press release of Registrant Filed electronically
dated April 4, 2002. herewith.
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 10, 2002 /s/ Richard K. Vitelle
_________________________________ _________________________________
Date Richard K. Vitelle
Vice President -Finance
(Principal Financial Officer)
EXHIBIT 16.1
April 9, 2002
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read the first five (5) paragraphs of Item 4 included in the Form
8-K dated April 3, 2002, of California Amplifier, Inc., (the "Company") to be
filed with the Securities and Exchange Commission and are in agreement with the
statements contained therein, with the exception of the reference in the first
paragraph to the approval by the Company's Board of Directors of the Audit
Committee's recommendation to seek proposals and appoint KPMG LLP as the
Company's independent auditors, for which we have no basis to agree or
disagree.
Very truly yours,
/s/Arthur Andersen LLP
______________________
ARTHUR ANDERSEN LLP
cc: Mr. Rick Vitelle, Chief Financial Officer, California Amplifier, Inc.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
______________________
California Amplifier Appoints KPMG as Independent Auditor
and Announces Updated Q4 Revenue and Earnings Guidance
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CAMARILLO, Calif., April 4, 2002 -- California Amplifier, Inc. (Nasdaq:
CAMP) today announced that its Board of Directors has appointed KPMG, LLP
as the Company's independent auditor for its fiscal year ended February
28, 2002, replacing Arthur Andersen, LLP.
"We are pleased that KPMG will serve as California Amplifier's new
auditor and look forward to building a long-term relationship with the
firm," said Fred Sturm, President and Chief Executive Officer. "The
appointment of KPMG as outside auditor for fiscal year 2002 was made
after careful review and consideration. Arthur Andersen has provided
professional services to California Amplifier since the Company's
inception. However, in light of recent developments involving Arthur
Andersen, we believe that engaging KPMG is in the best interest of
California Amplifier and its shareholders."
Mr. Sturm continued, "As a result of the change in auditors, we
anticipate reporting fourth quarter and fiscal year 2002 audited
financial results in the second half of May 2002."
The Company also announced unaudited fourth quarter revenue of
approximately $22.5 million, modestly above the high end of the $18 to
$22 million sales guidance the Company provided in December 2001.
Additionally, the Company currently anticipates fourth quarter earnings
per share to be at or above the high end of the previous guidance of $.01
to $.04.
About California Amplifier, Inc.
California Amplifier designs, markets and manufactures a broad line of
integrated microwave fixed point solutions used primarily in conjunction
with satellite and terrestrial broadband applications. The Company's
wireless access business unit designs and markets integrated reception
and two-way transmission fixed wireless solutions for video, voice, data,
telephony and networking applications. The satellite business unit
designs and markets reception components for the worldwide DBS television
market as well as a full line of consumer and commercial products for
video and data reception. California Amplifier is an ISO 9001 certified
company. For additional information, visit California Amplifier's web
site at www.calamp.com.
Statements in this release about the Company's future performance are
forward-looking statements and are subject to risks and uncertainties
that could cause actual results to differ materially from expectations.
Words such as "may," "will," "expects," "intends," "plans," "believes,"
"seeks," "could," "estimates" and variations of these words and similar
expressions are intended to identify forward-looking statements. Factors
that could impact California Amplifier's future results include changes
in product demand and market growth rates, the effect of competition,
pricing pressures, supplier constraints, manufacturing yields, market
acceptance of new products and the viability and market acceptance of new
technologies. Although the Company believes the expectations reflected
in such forward-looking statements are based upon reasonable assumptions,
it can give no assurance that its expectations will be attained. The
Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. More information about California Amplifier's risks is
available in the Company's annual report on Form 10-K and other filings
made from time to time with the Securities and Exchange Commission."
For more information, contact:
Crocker Coulson Rick Vitelle
Partner Chief Financial Officer
Coffin Communications Group California Amplifier, Inc.
(818) 789-0100 (805) 987-9000
crocker.coulson@coffincg.com
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