10-K/A 1 fy04-10ka.txt FORM 10-K/A AMENDMENT NO.1 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 (formerly known as California Amplifier, Inc.) (the "Company") discovered that it had inadvertently filed a superseded form of the officers' certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 in its Form 10-K for the year ended February 28, 2004 that was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