UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): [ ] Form 10-K
[ ] Form 20-F
[ ] Form 11-K
[X] Form 10-Q
[ ] Form 10-D
[ ] Form N-SAR
[ ] Form N-CSR
For Period Ended: December 1, 2007
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
CalAmp Corp.
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Full Name of Registrant
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Former Name if Applicable
1401 N. Rice Avenue
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Address of Principal Executive Office (Street and Number)
Oxnard, CA 93030
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
[X](b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
Portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-
SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
CalAmp Corp. (the "Company") hereby requests a five day extension of
time in which to file its Quarterly Report on Form 10-Q for the third quarter
ended December 1, 2007 (the "Form 10-Q") to allow more time for the Company
and its independent auditors to complete their review of the third quarter
results, including the impairment charge discussed below. The Company
expects to file the Form 10-Q at the end of five day extension period on
January 15, 2008.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard Vitelle (805) 987-9000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed ? If answer is no, identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof ? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As a result of a significant decrease in recent business with a key
Direct Broadcast Satellite (DBS) customer due to a product performance issue
as previously disclosed, the Company anticipates reporting revenue for the
fiscal third quarter ended December 1, 2007 of $32.1 million, compared to
$59.1 million in the third quarter of last fiscal year. Because of this
decrease in business with the key DBS customer, coupled with the recent
substantial decline in the Company's market capitalization, the Company
engaged an independent valuation specialist to conduct an interim goodwill
impairment analysis as of December 1, 2007 in accordance with the applicable
accounting rules. This analysis indicated that the Company's goodwill has
been impaired, notwithstanding the fact that the Company entered into a
settlement agreement with this key DBS customer on December 14, 2007. Based
on this analysis, the Company expects to record a non-cash impairment charge
in the range of $64 million to $68 million for the quarter ended December 1,
2007, which net of tax represents a charge in the range of $2.38 to $2.48 per
diluted share. As a result of this impairment charge and the reduction of
business with the key DBS customer, the Company expects to report
substantially lower earnings in the quarter ended December 1, 2007 than the
corresponding period of last fiscal year.
The Company has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
January 10, 2008 By /s/ Richard K. Vitelle
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Richard K. Vitelle
Vice President - Finance
Chief Financial Officer