Current Report Filing (8-k)
April 11 2017 - 4:38PM
Edgar (US Regulatory)
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): April 5, 2017
CALAMP
CORP.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
0-12182
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95-3647070
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(Commission
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(IRS Employer
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file number)
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Identification
Number)
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15635 Alton Parkway,
Suite 250, Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
Registrant's telephone
number, including area code:
(949)
600-5600
N/A
(Former name or former address, if changed since
last report)
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.
☐
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results of
Operations and Financial Condition.
Omega Patents, LLC
Litigation
In December 2013, a patent
infringement lawsuit was filed against CalAmp Corp. (the Company) by Omega
Patents, LLC, (Omega), a non-practicing entity, alleging that certain of the
Companys vehicle tracking products infringed on certain patents asserted by
Omega. On February 24, 2016, a jury in the U.S. District Court for the Middle
District of Florida awarded Omega damages of $2.975 million, for which
the Company recorded a reserve of $2.9 million in the fiscal 2016 fourth
quarter. Following trial, Omega brought a motion seeking entry of judgment, an
injunction, and also requested the court to exercise its discretion to treble
damages and assess attorneys fees. On April 5, 2017, the court awarded Omega
trebled damages in the aggregate amount of $8.9 million plus attorneys fees in
an amount to be determined, but denied Omegas request for an injunction. As a
result of this judgment, the Company recorded an additional reserve of $6.0
million, or $0.11 per diluted share on a GAAP basis, in its financial statements
for the fiscal year ended February 28, 2017 that will be filed on Form 10-K
later this month.
The Company plans to file
motions with the court seeking judgment as a matter of law in its favor and,
alternatively, a new trial. If, following resolution of those motions, the
judgment against the Company remains intact, the Company intends to pursue an
appeal at the Court of Appeals for the Federal Circuit. In addition to its
appeal, the Company is seeking to invalidate a number of Omegas patents in
actions filed with the U.S. Patent and Trademark Office. While it is not
feasible to predict with a high degree of certainty the outcome of this
litigation, the ultimate resolution could be material to the Companys cash
flows and results of operations.
Item 2.03. Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement
The information disclosed
above under Item 2.02 is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits
99.1 Press release of the
Registrant dated April 11, 2017 announcing the courts ruling in the Omega
patent infringement case.
SIGNATURE
Pursuant to the requirements
of the Securities and 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.
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Registrant
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By:
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/s/ Richard Vitelle.
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Richard Vitelle
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Executive Vice President and Chief Financial
Officer
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Dated: April 11, 2017
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