================================================================================
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): MARCH 29, 2001
CALIFORNIA AMPLIFIER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-12182 95-3647070
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION) IDENTIFICATION NO.)
460 CALLE SAN PABLO 93010
CAMARILLO, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-9000
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
================================================================================
ITEM 5. OTHER EVENTS
On May 3, 2001, the Registrant issued a press release attached as Exhibit 20.1
to this Form 8-K announcing that it had received notice from The Nasdaq Stock
Market that it intends to delist shares of the Company's common stock at the
opening of business on May 8, 2001 for failure to comply with Marketplace Rule
4310(c)(14) which requires annual reports to contain audited financial
statements. As a result of the filing delinquency, the fifth character "E" was
appended to California Amplifier's trading symbol, which was changed from CAMP
to CAMPE.
The Company has appealed the notice of delisting and currently has a scheduled
hearing date of May 25, 2001, during which time the Company will continue to be
listed on NASDAQ although trading in the Company's common stock is currently
suspended. As discussed below, the Company anticipates filing its restated
audited financial statements prior to that time. Consequently, the Company
believes it unlikely that its common stock will actually be delisted from NASDAQ
unless unforeseen problems are uncovered as part of the audit process or the
Company otherwise fails to meet NASDAQ listing requirements.
The Company currently expects to report fourth quarter and fiscal 2001 year end
results by the end of May.
The Company will file with the Securities and Exchange Commission amended Form
10-Qs and Form 10-K for the year ended February 26, 2000 and Form 10-Qs for each
of the three interim periods of fiscal year 2001 when the fiscal year 2000 audit
results are complete.
As of April 30, 2001, fifteen securities class action complaints had been filed
against the Company in Federal Court in the Central District of California. Six
of the complaints also name the Company's chief executive officer and its chief
financial officer. All the complaints basically allege that the Company's
financial statements and financial press releases were materially false and
misleading during the class period and that the Company and the executives where
named knew or were deliberately reckless in not knowing that the financial
statements and press releases were materially false when published. No lead
plaintiffs counsel has been selected. The Company will vigorously defend the
actions and intends to file a motion to dismiss once the cases are consolidated.
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 hereunto duly authorized.
CALIFORNIA AMPLIFIER, INC.
Date: May 3, 2001 By: /s/ MICHAEL R. FERRON
----------------------------------
Michael R. Ferron
Vice President Finance and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION METHOD OF FILING
------- ----------- ----------------
20.1 Press Release of California Amplifier, Inc. Filed electronically
dated May 3, 2001 herewith