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 16, 2007
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 16, 2007, CalAmp Corp. (the "Company") entered into an Asset
Purchase Agreement with and among CalAmp DataCom, Inc. ("CalAmp DataCom"),
AirIQ Inc., a publicly held Canadian company ("AirIQ"), and AirIQ U.S., Inc.
("AirIQ U.S.") pursuant to which the Company, through its wholly-owned
subsidiary CalAmp DataCom, acquired the Vehicle Finance division of AirIQ
(the "Business"), for cash consideration of $19 million. The Business consists
of certain assets of AirIQ's wholly-owned subsidiary, AirIQ U.S. The source of
funds for the $19 million purchase price was the Company's cash on hand.
The Business involves the sale of Global Positioning Satellite (GPS) and
cellular-based wireless asset tracking products and services to vehicle
lenders that specialize in automobile financing for high credit risk
individuals. The Business, which has approximately 35 employees, will become
part of the Company's Wireless DataCom Division, a new reporting segment that
the Company plans to use commencing with its fiscal 2008 first quarter ending
May 31, 2007.
The Business had revenues of approximately $15 million and a gross
profit margin of approximately 35% during calendar 2006 as reflected in the
unaudited carve-out income statement of this AirIQ's operating unit.
The Company acquired the operations and customer base of the Business,
as well as certain of its accounts receivable, prepaid expenses, fixed
assets, intellectual property, a tradename and other intangible assets. The
Company also assumed certain accounts payable and accrued liabilities in the
acquisition. The Business' operating working capital at the time of
acquisition amounted to approximately $1 million.
The Company and AirIQ also entered into various service agreements
pursuant to which AirIQ will, for various periods of time, provide technology
and client care support for the customer base that was acquired by the
Company in this transaction. The acquisition includes the transfer of two
U.S. patents from AirIQ to the Company, both titled a "method for retrieving
vehicular collateral", and the grant of a royalty-free license from the
Company to AirIQ for the life of these patents. In addition, AirIQ has
licensed a version of its host system software to the Company for use in the
"Vehicle Finance" market and certain other markets that do not compete with
AirIQ's other businesses. The Company will also assume the leased facility
in Lake Forest, California, where the Business currently has its primary
operations.
AirIQ entered into a five-year non-compete agreement with the Company.
In addition, AirIQ agreed not to solicit any customer of the Business for a
five year period, except that AirIQ can solicit customers of the Business for
the purpose of providing products other than those provided by or that are
competitive with the Business.
As part of the transaction, the parties also entered into an escrow
agreement whereby $1.9 million of the purchase price will be held in escrow
for a period of 12 months from the closing date in support of certain
representations and warranties made by AirIQ to the Company. AirIQ agreed to
indemnify the Company from liabilities arising from the operation of the
Business prior to the acquisition, and the Company agreed to indemnify AirIQ
from liabilities arising from the operation of the Business subsequent to the
acquisition. The indemnification period is 12 months, except that tax
matters, environmental matters and employee benefit matters will survive for
the applicable statute of limitations.
The Company holds approximately 5.9 million shares of AirIQ's common
stock that it acquired in December 2006, which represents approximately 3.7%
of AirIQ's outstanding stock. Notwithstanding this equity interest, the
Company's acquisition of AirIQ's Vehicle Finance Division was negotiated on an
arms-length basis between the Company and AirIQ. There are no other
relationships between the Company, or any of its affiliates, officers and
directors, and AirIQ.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
2.1 Asset Purchase Agreement dated as of March 16, 2007
between and among the Registrant, the Registrant's
wholly-owned subsidiary CalAmp DataCom, Inc., AirIQ Inc.
and AirIQ U.S., Inc.
99.1 Press release of the Registrant dated March 16, 2007
announcing the acquisition of the Vehicle Finance Division of
AirIQ Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be filed on its
behalf by the undersigned hereunto duly authorized.
CALAMP CORP.
March 16, 2007 By: /s/ Richard K. Vitelle
_________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Officer)