UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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CALIFORNIA AMPLIFIER, INC.
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(Name of Registrant as Specified in Its Charter)
N/A
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Following is a press release issued by California Amplifier, Inc. on July
14, 2004:
[California Amplifier Logo]
CALIFORNIA AMPLIFIER ANNOUNCES REDUCTION IN
PROPOSED STOCK INCENTIVE PLAN TO 3,000,000 SHARES
Oxnard, California, July 14, 2004 - California Amplifier, Inc. (Nasdaq:
CAMP) announced today that its board of directors has amended its 2004
Stock Incentive Plan to reduce the number of shares of Common Stock subject
to the Plan from 3,200,000 shares to 3,000,000 shares. Although the
Company believed that the number of shares originally subject to the Plan
was in compliance with Institutional Shareholder Services guidelines for
favorable recommendations on such plans, it was informed late last week by
ISS that the proposed number of shares exceeded the guidelines.
Consequently, the Company decided to seek stockholder approval of the
smaller Plan. The 2004 Stock Incentive Plan will be presented for
stockholder approval at the Company's Annual Meeting of Stockholders to be
held on Friday, July 30, 2004. The Company expects that ISS will recommend
voting in favor of the Plan. The weighted average remaining life for the
3,082,033 options that the Company currently has outstanding under its
existing stock option plans is 7.05 years, and the weighted average
exercise price of these outstanding options is $10.93.
The Company has filed with the U.S. Securities and Exchange Commission (the
"SEC") a definitive proxy statement containing information about the
proposals to be considered at the Annual Meeting which stockholders are
urged to read because it contains important information. Stockholders may
obtain, free of charge, a copy of the definitive proxy statement and other
documents filed by the Company with the SEC at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by the Company will
be available free of charge from the Company.
The Company and its board of directors may be soliciting proxies from
stockholders of the Company in favor of the proposals to be considered at
the Annual Meeting. Information concerning the participants in the proxy
solicitation is set forth in the definitive proxy statement as filed with
the SEC.
About CalAmp
CalAmp is a leading provider of wired and wireless communication solutions
with comprehensive capabilities ranging from product design and consulting
services through high volume manufacturing and support. CalAmp is a
trusted partner delivering cost-effective, high quality solutions to a
broad array of customers and markets including direct broadcast satellite
(DBS), digital multimedia content delivery, health care, retailing, public
safety, and both residential and enterprise connectivity. The Company is
headquartered in Ventura County, California and has approximately 800
employees. Founded in 1981, CalAmp has been publicly traded since 1983.
Forward Looking Statements
Statements in this press release that are not historical in nature are
forward-looking statements, which involve known and unknown risks and
uncertainties. Words such as "may," "will," or "expects" are intended to
identify forward-looking statements. Actual results could differ
materially from those implied by such forward-looking statements due to a
variety of factors. Although the Company believes the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, it can give no assurance that its expectations will be
attained. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
For more information, contact:
Rick Vitelle
California Amplifier, Inc.
Chief Financial Officer
(805) 987-9000, ext. 8344
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