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): January 15, 2009
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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
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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 14a-12 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
Effective January 15, 2009, CalAmp Corp. (the "Company") entered into
the Sixth Amendment to the Credit Agreement dated May 26, 2006 (the "Sixth
Amendment") with Bank of Montreal, as administrative agent, and certain other
banks that are parties thereto. As previously disclosed, under the terms of
the Fifth amendment to the Credit Agreement entered into on October 24, 2008,
the Company was obligated to make a principal reduction on the Company's bank
term loan equal to 50% of the net cash proceeds of any litigation settlement
reached with Rogers Corporation ("Rogers"). Also as previously disclosed, on
January 6, 2009 the Company entered into an out-of-court litigation
settlement with Rogers pursuant to which Rogers made a cash payment of $9
million to the Company. After deducting legal expenses incurred for this
matter, the net cash proceeds to the Company amounted to approximately
$8,233,000.
Pursuant to the Sixth Amendment, the Company agreed to increase the
principal payment on its bank term loan from 50% of the net cash proceeds of
the Rogers settlement to 75%, or $6,175,000, and the banks agreed to waive
previously assessed fees totaling $704,000. The Company made the term loan
principal payment of $6,175,000 on January 20, 2009.
Also effective January 15, 2009, the banks waived (the "Waiver Letter")
an event of default arising from the Company's noncompliance with the financial
covenant that requires the Company to achieve a specified level of Wireless
DataCom revenues for the three-month period ended December 27, 2008.
The Sixth Amendment and the Waiver Letter are filed as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K and the
information contained therein is incorporated into this Item 1.01 by
reference.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Sixth Amendment dated January 15, 2009 to the Credit Agreement
dated May 26, 2006 between CalAmp Corp., Bank of Montreal
and other lenders party thereto.
10.2 Waiver Letter dated January 15, 2009.
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.
January 20, 2009 By:/s/ Richard Vitelle
___________________ _________________________
Date Richard Vitelle,
VP Finance & Chief Financial Officer