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): June 11, 2008
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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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
(b) Departure of a named executive officer
On June 11, 2008, CalAmp ("CalAmp" or the "Company") announced the
resignation of Patrick Hutchins from his positions as Satellite Division
President and Chief Operations Officer of CalAmp, effective June 11, 2008.
(c) Appointment of a new chief operating officer
Effective June 11, 2008, in conjunction with a consolidation of the
Company's Satellite Division and Wireless DataCom Division into a single
operating unit, the Company's Board of Directors appointed Michael Burdiek,
formerly President of the Wireless DataCom Division, to serve as the
Company's Chief Operating Officer.
Mr. Burdiek, age 48, joined the Company as Executive Vice President in
June 2006 and was appointed President of the Company's Wireless DataCom
Division in March 2007. Prior to joining the Company, Mr. Burdiek was the
President and CEO of Telenetics Corporation, a publicly held manufacturer of
data communications products. From 2004 to 2005, he worked as an investment
partner and advisor to various firms in the Private Equity sector. From 1987
to 2004, Mr. Burdiek held a variety of technical and general management
positions with Comarco, Inc., a publicly held company, most recently as
Senior Vice President and General Manager of Comarco's Wireless Test Systems
unit. Mr. Burdiek began his career as a design engineer with Hughes Aircraft
Company.
(e) Agreements with named executive officers
In connection with Mr. Hutchins' resignation as the Company's Satellite
Division President and Chief Operations Officer, the Company agreed to pay
Mr. Hutchins as separation benefits his current salary on a weekly basis for
the next 12 months. In addition, the Company has agreed, among other things,
to accelerate the vesting of 10,000 shares of restricted common stock, which
were previously granted to Mr. Hutchins. CalAmp expects to take a charge of
approximately $315,000 in the second quarter of fiscal year 2009 for the
costs associated with Mr. Hutchins' departure from the Company. The Company
will also enter into a separate consulting agreement with Mr. Hutchins,
pursuant to which Mr. Hutchins will agree to provide consulting services to
the Company for up to 12 months beginning June 12, 2008 in exchange for
consulting fees of up to $134,000 in the aggregate.
The terms of Mr. Hutchins' separation benefits are more fully described
in the letter agreement between the Company and Mr. Hutchins, dated June 10,
2008, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 5.02 by reference.
Concurrent with Mr. Burdiek's promotion to Chief Operating Officer, his
annual base salary was increased to $280,000.
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following exhibits are filed or furnished, as the case may be,
with this Current Report on Form 8-K:
Exhibit
No. Description
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10.1 Letter Agreement between the Company and Patrick Hutchins
dated June 10, 2008
99.1 Press Release dated June 11, 2008, entitled "CalAmp
Announces New Operating Structure and Changes to Senior
Management Team."
The information contained in Exhibit 99.1 attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission under the Securities Exchange Act of 1934
or the Securities Act of 1933, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.
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.
June 13, 2008 By: /s/ Richard K. Vitelle
___________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Officer)