SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2004
COMMISSION FILE NUMBER: 0-12182
___________
CALAMP CORP.
(Exact name of Registrant as specified in its Charter)
DELAWARE 95-3647070
______________________________ __________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1401 N. RICE AVENUE, OXNARD, CALIFORNIA 93030
_________________________________________ __________________
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 987-9000
________________
FORMER NAME, IF CHANGED SINCE LAST REPORT: CALIFORNIA AMPLIFIER, INC.
__________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE
___________________ __________________
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
$.01 PAR VALUE COMMON STOCK
___________________________
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the common stock of the Registrant held
by non-affiliates computed by reference to the price at which the common
stock was last sold as of the last business day of the Registrant's second
fiscal quarter ended August 31, 2003 was approximately $54,455,000.
There were 23,070,097 shares of the Registrant's Common Stock
outstanding as of May 24, 2003.
EXPLANATORY NOTE REGARDING THIS AMENDMENT TO FORM 10-K
On September 1, 2004, CalAmp Corp. (formerly known as California
Amplifier, Inc.) (the "Company") discovered that it had inadvertently filed
a superseded form of the officers' certification pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 in its Form 10-K for the year ended February
28, 2004 that was filed with the Securities and Exchange Commission on May
28, 2004 (the "fiscal 2004 Form 10-K"). The Company also discovered that
there was a typographical error in the officers' certification pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 that was included in the
fiscal 2004 Form 10-K.
The purpose of this amendment to the fiscal 2004 Form 10-K is to
provide the correct form of the Section 302 officers' certification, and to
correct the typographical error in the Section 906 officers' certification.
The accompanying revised certifications are dated May 27, 2004, the
same date as the original certifications, but these revised certifications
were executed on September 2, 2004, and the statements made in these revised
certifications are also true and correct as of this later date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on
September 2, 2004.
/s/ Fred M. Sturm
__________________________
Fred M. Sturm
Chief Executive Officer
/s/ Richard K. Vitelle
__________________________
Richard K. Vitelle
Chief Financial Officer