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): June 25, 2008
____________________
Exact Name of Registrant as
Specified in Its Charter: CALAMP CORP.
___________________________________
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
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 987-9000
_________________________
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 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 4.01. Changes in Registrant's Certifying Accountant.
On June 25, 2008, the Board of Directors of CalAmp Corp. (the
"Company"), upon the recommendation of the Audit Committee of the Board,
approved the dismissal of KPMG LLP ("KPMG") as its independent registered
accounting firm and the engagement of Singer Lewak Greenbaum & Goldstein LLP
("SLGG") as the Company's new independent registered public accounting firm
for the fiscal year ending February 28, 2009. SLGG was formally retained by
the Company on June 25, 2008. During the Company's two most recent fiscal
years (which ended February 28, 2008 and 2007, respectively), and during the
subsequent period from March 1, 2008 through June 25, 2008, neither the
Company nor anyone on its behalf has consulted with SLGG regarding any of the
matters referenced in Item 304(a)(2) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended February 28, 2008
and 2007 did not contain any adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles, except that the audit reports were modified to describe the
implementation of certain new accounting standards summarized as follows:
KPMG's report on the consolidated financial statements of the
Company and subsidiaries as of and for the year ended February 28, 2008
contained a separate paragraph stating that "As discussed in Note 7 to
the consolidated financial statements, effective March 1, 2007, the
Company adopted the provisions of Financial Accounting Standard Board
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109". Also, as discussed in Note 1
to the consolidated financial statements, effective March 1, 2006, the
Company adopted the provisions of Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment"."
KPMG's report on the consolidated financial statements of the
Company and subsidiaries as of and for the year ended February 28, 2007
contained a separate paragraph stating that "As discussed in Note 1 to
the consolidated financial statements, effective March 1, 2006, the
Company adopted the provisions of Statement of Financial Accounting
Standards No. 123(R), "Share-Based Payment"."
The audit reports of KPMG on the effectiveness of internal control over
financial reporting as of February 28, 2008 and management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of February 28,
2007 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles, except that the audit reports did contain the following
explanatory paragraphs summarizing the impacts of the exclusion from
management's assessment of effectiveness of internal controls, certain
acquisitions made in fiscal 2007 and 2008. Such exclusions were permitted
under the existing rules.
KPMG's report on the effectiveness of internal control over
financial reporting as of February 28, 2008 contained a separate
paragraph stating that "Management excluded Aercept from its assessment
of the effectiveness of CalAmp Corp.'s internal control over financial
reporting as of February 28, 2008. Aercept, acquired on March 16, 2007,
accounted for $21.1 million, or 15%, of the Company's total assets as
of February 28, 2008, and contributed approximately $12.4 million, or
9%, of the Company's total revenue for the year ended February 28,
2008. Our audit of internal control over financial reporting of CalAmp
Corp. also excluded an evaluation of the internal control over
financial reporting of Aercept."
KPMG's report on management's assessment of the effectiveness
of internal control over financial reporting and the effectiveness of
internal control over financial reporting as of February 28, 2007
contained a separate paragraph stating that "CalAmp Corp. acquired
Dataradio Inc. on May 26, 2006, and management excluded from its
assessment of the effectiveness of CalAmp Corp.'s internal control over
financial reporting as of February 28, 2007, Dataradio Inc.'s internal
control over financial reporting associated with total assets of
$56,396,000 and total revenues of $22,821,000 included in the
consolidated financial statements of CalAmp Corp. and subsidiaries as
of and for the year ended February 28, 2007. Our audit of internal
control over financial reporting of CalAmp Corp. also excluded an
evaluation of the internal control over financial reporting of
Dataradio Inc."
During the two fiscal years ended February 28, 2008 and 2007, and during
the subsequent interim period through June 25, 2008, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the subject matter of such disagreements in
connection with its report. In addition, no reportable events, as defined in
Item 304(a)(1)(v) of Regulation S-K, occurred within such time period.
The Company provided KPMG with a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission (the "SEC")
and requested that KPMG furnish a letter addressed to the SEC stating whether
or not KPMG agrees with the statements noted above. A copy of the responsive
letter, dated June 30, 2008, from KPMG is attached hereto as Exhibit 16.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
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16.1 Letter re Change in Certifying Accountant: Letter from KPMG LLP
to the Securities and Exchange Committee dated June 30, 2008.
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.
July 1, 2008 By:/s/ Richard K. Vitelle
___________________ _________________________
Date Richard K. Vitelle,
Vice President-Finance
(Principal Financial Officer)