Form 8-K - Current report

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): August 27, 2023

CalAmp Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	0-12182	95-3647070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15635 Alton Parkway Suite 250
Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (949) 600-5600

Not applicable

(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:

☐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 240.14a-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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2023, CalAmp Corp. (the “Company”) issued a press release announcing that Jeff Gardner, the Company’s President and Chief Executive Officer, passed away unexpectedly on Sunday August 27th due to presumed natural causes. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Jason Cohenour, Director on CalAmp’s Board of Directors, has been named Interim Chief Executive Officer by the board, effective immediately.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1	Press Release, dated August 28, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


			CALAMP CORP.

Date:	August 28, 2023	By:	/s/ Jikun Kim
			Jikun Kim Senior Vice President and CFO (Principal Financial Officer)

Exhibit 99.1

CalAmp Announces the Unexpected Passing of
President and CEO Jeff Gardner

IRVINE, Calif., Aug 28, 2023 (GLOBE NEWSWIRE) -- CalAmp (Nasdaq: CAMP), announced that Jeff Gardner, the Company’s President and Chief Executive Officer, passed away unexpectedly on Sunday August 27th due to presumed natural causes.

Henry Maier, Chairman of the Board of Directors, issued the following statement on behalf of the Board: “We are shocked and profoundly saddened by the passing of Jeff Gardner. Jeff was a dedicated and humble leader who cared deeply for his colleagues, his family and his community. We extend our most heartfelt condolences and sympathy to his family, especially his wife, Chris, and their three boys. We will honor his legacy and remember the extraordinary impact he had on so many. Our thoughts and prayers are with them during this difficult time.”

Jason Cohenour, Director on CalAmp’s Board of Directors, has been named Interim Chief Executive Officer by the board, effective immediately.

About CalAmp

CalAmp (Nasdaq: CAMP) provides flexible solutions to help organizations worldwide monitor, track and protect their vital assets. Our unique combination of software, devices and platform enables over 14,000 commercial and government organizations worldwide to increase efficiency, safety and transparency while accommodating the unique ways they do business. With over 10 million active edge devices and 275+ issued or pending patents, CalAmp is the telematics leader organizations turn to for innovation and dependability. For more information, visit calamp.com, or LinkedIn, Twitter, YouTube or CalAmp Blog.

CalAmp, LoJack, TRACKER , Here Comes The Bus , Bus Guardian , iOn Vision , CrashBoxx and associated logos are among the trademarks of CalAmp and/or its affiliates in the United States, certain other countries and/or the EU. Spireon acquired the LoJack® U.S. Stolen Vehicle Recovery (SVR) business from CalAmp and holds an exclusive license to the LoJack mark in the United States and Canada. Any other trademarks or trade names mentioned are the property of their respective owners.

Document And Entity Information	Aug. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2023
Entity Registrant Name	CalAmp Corp.
Entity Central Index Key	0000730255
Entity Emerging Growth Company	false
Securities Act File Number	0-12182
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3647070
Entity Address, Address Line One	15635 Alton Parkway
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	600-5600
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 per share
Trading Symbol	CAMP
Security Exchange Name	NASDAQ