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): April 12, 2004
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Exact Name of Registrant as
Specified in Its Charter: CALIFORNIA AMPLIFIER, INC.
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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
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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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 12, 2004, California Amplifier, Inc. (the "Company") completed
the acquisition of and merger with Vytek Corporation ("Vytek"), a privately
held company, pursuant to the Agreement and Plan of Merger and Reorganization
dated December 23, 2003 (the "Agreement"). The transaction was approved by
the shareholders of both companies during special stockholder meetings held
on April 8, 2004.
Vytek is a provider of technology integration solutions involving a mix
of professional services and proprietary software and hardware products,
serving the needs of enterprise customers and original equipment
manufacturers.
Pursuant to the Agreement, the Company issued approximately 8,123,700
shares of common stock as the purchase consideration, of which 854,700
share were placed into an escrow account and approximately 7,269,000
shares were issued to the selling shareholders of Vytek. The Company also
assumed all unexercised Vytek stock options and stock purchase warrants
that were outstanding at the time of the merger. The Company reserved
approximately 76,300 shares of its common stock for in-the-money
Vytek options and warrants that were assumed, and also reserved
approximately 117,600 shares of common stock for out-of-the-money Vytek
options and warrants that were assumed.
For purchase accounting purposes, the fair market value per share
used to value the approximately 7,269,000 shares issued to the Vytek
selling stockholders is $11.26 per share, which is the average closing price
of the Company's common stock on the Nasdaq National Market for the period
beginning two trading days before and ending two trading days after
December 23, 2003, the day that the merger terms were agreed to and
announced. Also for purchase accounting purposes, the fair value of the
Vytek options and warrants assumed by the Company in the merger will be
calculated using the Black-Scholes option pricing model. Direct costs of
the acquisition, including legal, accounting and financial advisory fees,
are estimated to be $2.4 million, and have been or will be paid by the
Company in cash.
None of the selling stockholders of Vytek were affiliated with the
Company prior to the merger. On April 12, 2004, at the effective time of
the merger, Tracy Trent, Vytek's Chief Operating Officer, became the
President of the Company's Solutions Division. James E. Ousley, who
served as President and Chief Executive Officer of Vytek from 2000 until
the effective time of the merger, joined the Company's Board of Directors
on April 20, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is impracticable to provide the audited financial statements of
Vytek required by Item 7 at this time. The Registrant will
file the financial information required by this item as an amendment
to this report on Form 8-K within 75 days of April 12, 2004.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information
required by Item 7 at this time. The Registrant will file the
financial information required by this item as an amendment to this
report on Form 8-K within 75 days of April 12, 2004.
(c) Exhibits.
2.1 Agreement and Plan of Merger and Reorganization dated
December 23, 2003 among the Registrant, Mobile Acquisition
Sub, Inc., Vytek Corporation, and Vytek's Stockholder
Representative, incorporated by reference to Exhibit 2.1
of the Company's registration statement on Form S-4 filed
on February 13, 2004 (Registration No. 33-112851).
99.1 Press release of the Registrant dated April 12, 2004
announcing the completion of the merger with Vytek
Corporation and key management changes, incorporated by
reference to Exhibit 99-1 of the Registrant's Current Report
on Form 8-K filed on April 13, 2004.
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 thereunto duly authorized.
CALIFORNIA AMPLIFIER, INC.
April 27, 2004 /s/ Richard K. Vitelle
_________________________________ _________________________________
Date Richard K. Vitelle
Vice President - Finance
(Principal Financial Officer)