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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
POST-EFFECTIVE AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
CALIFORNIA AMPLIFIER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3647070
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
460 CALLE SAN PABLO
CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (zip code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. | |
Securities Act registration statement file number to which this form relates:
__________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
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The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Application for
Registration on Form 8-A, dated September 5, 1991, as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Board of Directors of California Amplifier, Inc., a
Delaware corporation (the "Registrant") adopted an amendment of the Registrant's
existing stockholder rights plan (the "Rights Plan") to (i) extend the Rights
Plan until September 5, 2011, (ii) increase the exercise price for the exercise
of each right to $50, (iii) eliminate the "dead hand" independent director
provisions in the existing Rights Plan and (iv) make other immaterial revisions
requested by the successor rights agent to clarify the Rights Plan. The
amendment of the Rights Plan is set out in full in the Amended and Restated
Rights Agreement, amended and restated as of September 5, 2001, by and between
the Registrant and Mellon Investor Services LLC, as Rights Agent.
ITEM 2. EXHIBITS
1. Amended and Restated Rights Agreement, amended and
restated as of September 5, 2001, by and between California Amplifier, Inc. and
Mellon Investor Services LLC, as Rights Agent.
2. Registrant's Current Report on Form 8-K, filed on
September 5, 2001 (and incorporated herein by reference).
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed by on its behalf by the undersigned, thereto duly
authorized.
CALIFORNIA AMPLIFIER, INC.
Dated: September 5, 2001 By: /s/ Richard K. Vitelle
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Richard K. Vitelle,
Vice President and Chief Financial Officer