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 29, 2020

 

 

 

 

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:

15635 Alton Parkway, Suite 250

 

 

Irvine, CA 92618

 

 

Registrant's Telephone Number, Including Area Code:

(949) 600-5600

 

 

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 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.01 per share

 

CAMP

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01.  Regulation FD Disclosure.

 

In January 2019, a discharged former employee submitted allegations (the “Allegations”) to CalAmp Corp. (the “Company”). In response to the Allegations, the Audit Committee of the Company’s Board of Directors promptly engaged independent outside counsel to conduct an investigation. Subsequently, the Company voluntarily alerted the Securities and Exchange Commission (“SEC”) to the fact of the Allegations and to the fact of the independent investigation. In April 2019, the Audit Committee’s outside counsel concluded its work and the Audit Committee determined that the Allegations lacked merit. In June 2019, the Company voluntarily shared the results of the Audit Committee’s independent investigation with the SEC. The Company has not received any follow-up inquiries from the SEC, and has not been notified of any SEC “investigation” related to this, or any other, matter.  

 

                            

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

CALAMP CORP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 29, 2020

 

By: /s/ Kurtis Binder

 

 

Date

 

 

Kurtis Binder

 

 

 

 

 

Executive Vice President and CFO

 

 

 

 

(Principal Financial Officer)