- Current report filing (8-K)
March 05 2012 - 4:22PM
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):
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March 1,
2012
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Exact Name of Registrant as
Specified in Its Charter:
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CalAmp
Corp.
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DELAWARE
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0-12182
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95-3647070
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State or Other Jurisdiction
of
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Commission
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I.R.S. Employer
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Incorporation or
Organization
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File Number
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Identification
No.
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Address of Principal Executive
Offices:
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1401 N. Rice Avenue, Oxnard, CA 93030
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Registrant's Telephone Number,
Including Area Code:
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(805)
987-9000
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Former Name or Former Address,
if Changed Since Last Report:
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Not
applicable
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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.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers.
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On March 1, 2012,
the Company and Richard Gold, currently Vice Chairman of the Board and the
Companys former Chief Executive Officer, entered into the fourth amendment of
Mr. Golds employment agreement (the Fourth Amendment). This amendment
represents the final step in a planned transition in which Mr. Gold is
voluntarily ending his term of employment with the Company and is expected to
return to his role as a non-employee member of the Board of Directors, a status
that he held from 2000 until 2008.
The principal provisions of the Fourth Amendment are: (i) a reduction in
Mr. Golds monthly base salary from $25,000 to $12,500 effective March 1, 2012;
a final date of employment of July 31, 2012; and a vesting date of July 31, 2012
for Mr. Golds equity awards that were originally scheduled to vest at various
dates in 2013 and 2014.
The Fourth Amendment is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated into this Item 5.02 by reference.
Item 9.01. Financial Statements and
Exhibits.
Exhibits. The following exhibits are filed
with this Current Report on Form 8-K:
Exhibit No.
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Description
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10.1
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Fourth Amendment to Employment Agreement
between the Company and Richard Gold effective March 1,
2012
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Portions of this report may constitute "forward-looking statements" as
defined by federal law. Although the Company believes any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes will
not be materially different. Any such statements are made in reliance on the
"safe harbor" protections provided under the Private Securities Litigation
Reform Act of 1995.
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.
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CALAMP CORP.
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March 5, 2011
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By:
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/s/ Richard
Vitelle
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Date
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Richard Vitelle,
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Vice President-Finance
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(Principal Financial
Officer)
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2
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Fourth Amendment to Employment Agreement
between the Company and Richard Gold effective March 1,
2012
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