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): January 6, 2009
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Exact Name of Registrant as
Specified in Its Charter: CALAMP CORP.
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DELAWARE 0-12182 95-3647070
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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
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Registrant's Telephone Number, Including
Area Code: (805) 987-9000
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Former Name or Former Address,
if Changed Since Last Report: 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 14a-12 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 1.01. Entry into a Material Definitive Agreement
On January 6, 2009, the Company reached an out-of-court settlement of
litigation with Rogers Corporation pursuant to which Rogers agreed to make a
cash payment to the Company of $9 million by January 12, 2009. The
litigation related to product performance issues involving laminate supplied
by Rogers that was included in certain products manufactured by CalAmp and
sold to a Direct Broadcast Satellite customer. In the settlement agreement
the parties acknowledged that Rogers admitted no wrongdoing or liability for
any claim, and that Rogers agreed to settle this litigation to avoid the
time, expense and inconvenience of continued litigation. Both parties agreed
to file stipulations with the court to dismiss the litigation, and gave
mutual releases of all claims and demands existing as of the settlement date.
Under the terms of CalAmp's bank credit agreement, CalAmp is required to use
approximately $4 million of the settlement proceeds to pay down its bank term
loan. CalAmp is currently in discussions with the banks on the possibility
of making an additional term loan reduction above and beyond this amount.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Settlement Agreement dated January 6, 2009 between CalAmp Corp.,
and Rogers Corporation.
99.1 Press release of the Registrant dated January 9, 2009
announcing the settlement with Rogers Corporation.
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.
January 9, 2009 By: /s/ Richard K. Vitelle
___________________ _________________________
Date Richard K. Vitelle
Vice President - Finance
Chief Financial Officer