SEC Form SC 13D filed by CalAmp Corp.
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. __)* | |
|
CalAmp Corp. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
128126109 | |
| (CUSIP Number) | |
| B. Riley Asset Management, LLC | |
| 3811 Turtle Creek Boulevard, Suite 2100 | |
| Dallas, TX 75219 | |
| Eleazer Klein, Esq. | |
| Adriana Schwartz, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
|
(212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
July 12, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
(Page 1 of 10 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 128126109 | SCHEDULE 13D | Page 2 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON B. Riley Asset Management, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 2,229,159 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 2,229,159 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,229,159 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.17% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
CUSIP No. 128126109 | SCHEDULE 13D | Page 3 of 10 Pages |
| 1 |
NAME OF REPORTING PERSON Wes Cummins | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 2,229,159 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 2,229,159 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,229,159 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.17% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
CUSIP No. 128126109 | SCHEDULE 13D | Page 4 of 10 Pages |
| Item 1. | SECURITY AND ISSUER |
| This statement on Schedule 13D (the "Schedule 13D") relates to the shares of common stock, par value $0.01 per share ("Shares"), of CalAmp Corp., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 15635 Alton Parkway, Suite 250, Irvine, CA 92618. |
| Item 2. | IDENTITY AND BACKGROUND |
| (a) | This Schedule 13D is being filed on behalf of (i) B. Riley Asset Management, LLC ("BRAM") with respect to the Shares held by certain funds and accounts (the "BRAM Funds and Accounts") to which it acts an investment manager and (ii) Wes Cummins ("Mr. Cummins" and, together with BRAM, the "Reporting Persons"), who is the President of BRAM. |
| The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. | |
| (b) | The principal business address of each of the Reporting Persons is 3811 Turtle Creek Boulevard, Suite 2100, Dallas, TX 75219. |
| (c) | The principal business of: (i) BRAM is to invest in securities and (ii) Mr. Cummins is to serve as the President of BRAM. |
| (d)-(e) | During the last five (5) years, none of the Reporting Persons has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | BRAM is a Delaware limited liability company. Mr. Cummins is a citizen of the United States of America. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Funds for the purchase of the Shares beneficially owned by the Reporting Persons reported herein were derived from general working capital of the BRAM Funds and Accounts. | |
| The Reporting Persons used a total of approximately $11,636,628, including brokerage commissions, in the aggregate to acquire the 2,229,159 Shares reported herein as beneficially owned by them. |
CUSIP No. 128126109 | SCHEDULE 13D | Page 5 of 10 Pages |
| The Reporting Persons have and may effect purchases of Shares through margin accounts maintained with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. |
| Item 4. | PURPOSE OF TRANSACTION |
| Each of the Reporting Persons acquired the securities reported herein for investment purposes and because they believe the Shares are undervalued and represent an attractive investment opportunity. | |
| On June 21, 2022, BRAM entered into a cooperation agreement with the Issuer (the "Cooperation Agreement") and issued a joint press release with the Issuer announcing the Cooperation Agreement and certain of its material terms. Pursuant to the Cooperation Agreement, the Issuer appointed Mr. Cummins to the board of directors of the Issuer, effective immediately following the execution of the Cooperation Agreement, and agreed to include Mr. Cummins in the Issuer's slate of nominees for election as directors of the Issuer at the Issuer's 2022 annual meeting of stockholders. | |
| The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 2 to this Schedule 13D and is incorporated by reference into this Item 4. | |
| Subject to the terms the Cooperation Agreement, the Reporting Persons have had and may continue to have discussions with officers and directors of the Issuer in connection with the Reporting Persons' investment in the Issuer. The topics of these conversations may cover a range of issues, including those relating to the business of the Issuer, management, board composition, investor communications, operations, capital allocation, dividend policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation and corporate governance related to the Issuer's business and stakeholders. The Reporting Persons may also have similar conversations with other stockholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose such actions with the Issuer's management and the board of directors of the Issuer, other stockholders of the Issuer, and other interested parties, such as those set out above. |
CUSIP No. 128126109 | SCHEDULE 13D | Page 6 of 10 Pages |
| Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer's board of directors, price levels of the Shares, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or other instruments that are based upon or relate to the value of the Shares of the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the Shares, except as may be limited by the Cooperation Agreement. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 36,157,466 Shares outstanding as of June 21, 2022, as reported in the Issuer's Quarterly Report for the quarterly period ended May 31, 2022 filed on Form 10-Q with the Securities and Exchange Commission on June 23, 2022. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty (60) days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities. |
| (d) | No person other than the Reporting Persons and the BRAM Funds and Accounts are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares held by the BRAM Funds and Accounts. 272 Capital Fund LP, a BRAM fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Shares. |
| (e) | Not applicable. |
CUSIP No. 128126109 | SCHEDULE 13D | Page 7 of 10 Pages |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
|
On June 21, 2022, the Issuer, BRAM and 272 Capital Master Fund Ltd. entered into the Cooperation Agreement. A copy of such agreement is included as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.
Except as otherwise described in this Schedule 13D and the joint filing agreement attached hereto as Exhibit 1, there are no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer between the Reporting Persons and any other person or entity. | |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit 1: | Joint Filing Agreement, dated July 22, 2022. |
| Exhibit 2: | Cooperation Agreement (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission on June 22, 2022). |
CUSIP No. 128126109 | SCHEDULE 13D | Page 8 of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: July 22, 2022
| B. Riley Asset Management, LLC | ||
| /s/ Wes Cummins | ||
| Name: Wes Cummins | ||
| Title: President |
| /s/ Wes Cummins | ||
| WES CUMMINS |
CUSIP No. 128126109 | SCHEDULE 13D | Page 9 of 10 Pages |
EXHIBIT 1
JOINT FILING
AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
DATE: July 22, 2022
| B. Riley Asset Management, LLC | ||
| /s/ Wes Cummins | ||
| Name: Wes Cummins | ||
| Title: President |
| /s/ Wes Cummins | ||
| WES CUMMINS |
CUSIP No. 128126109 | SCHEDULE 13D | Page 10 of 10 Pages |
Annex A
Transactions in the Shares of the Issuer by the Reporting Persons During the Last Sixty (60) Days
The following tables set forth all transactions in the Shares effected in the past sixty days by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share includes commissions. Where a price range is provided in the column Price Range ($), the price reported in that row's Price Per Share ($) column is a weighted average price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in the Price Range ($) column. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price.
| Trade Date | Shares Purchased (Sold) | Weighted Average Price Per Share ($) | Price Range ($) |
| 7/14/2022 | 40,000 | 4.206400 | 4.11-4.25 |
| 7/13/2022 | 107,587 | 4.081300 | 3.91-4.10 |
| 7/12/2022 | 274,207 | 4.138240 | 3.98-4.18 |
| 7/11/2022 | 100,000 | 4.119518 | 3.93-4.18 |
| 6/30/2022 | 106,900 | 4.138253 | 4.02-4.21 |
| 6/29/2022 | 120,000 | 4.306300 | 4.25-4.41 |
| 6/28/2022 | 105,000 | 4.694396 | 4.62-4.82 |
| 5/27/2022 | 20,787 | 7.148257 | 7.13-7.15 |
| 5/25/2022 | 150,000 | 6.633040 | 6.00-6.90 |
| 5/24/2022 | 55,403 | 6.358004 | 6.24-6.40 |
| 5/23/2022 | 37,480 | 6.391923 | 6.35-6.40 |