CAMP CalAmp Corp

As filed with the Securities and Exchange Commission on September 8, 2023.

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CalAmp Corp.

(Exact name of registrant as specified in its charter)

CALAMP CORP. AMENDED AND RESTATED 2004 INCENTIVE STOCK PLAN

(Full Title of the Plans)

Jikun Kim

Senior Vice President and Chief Financial Officer

CalAmp Corp.

15635 Alton Parkway, Suite 250

Irvine, California 92618

(949) 600-5600

(Name, address and telephone number including area code of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional (a) 1,748,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of CalAmp Corp. (the “Company” or “Registrant”), which may be issued pursuant to awards under the CalAmp Corp. Amended and Restated 2004 Incentive Stock Plan (the “Plan”), the addition of which was approved by the Company’s stockholders at the Annual Meeting held on July 26, 2023, and (b) 2,000,000 shares of Common Stock subject to awards previously granted under the Plan, which have again become available for issuance under the Plan pursuant to the terms of the Plan. In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the Form S-8s filed by the Company with respect to the Plan on October 20, 2004 (SEC File No. 333-119842), April 28, 2011 (SEC File No.  333-173778), April 21, 2015 (SEC File No.  333-203545), May 10, 2018 (SEC File No.  333-224811), August 24, 2020 (SEC File No.  333-248325), October 29, 2021 (SEC File No.  333-260590) and November 14, 2022 (SEC File No. 333-268358) together with all exhibits filed therewith or incorporated therein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 8th day of September, 2023.

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mr. Jason Cohenour and Mr. Jikun Kim and each of them severally, as such person’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might, or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

		650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Century City		Paris
		Chicago		Riyadh
		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Shanghai
		Hong Kong		Silicon Valley
		Houston		Singapore
		London		Tel Aviv
		Los Angeles		Tokyo
September 8, 2023		Madrid		Washington, D.C.

CalAmp Corp.

15635 Alton Parkway, Suite 250

Irvine, CA

To the addressee set forth above:

We have acted as special counsel to CalAmp Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the potential issuance of up to 1,748,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s Amended and Restated 2004 Incentive Stock Plan (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

September 8, 2023

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

Exhibit 23.1

		Deloitte & Touche LLP 695 Town Center Drive Suite 1000 Costa Mesa, CA 92626 USA   Tel: +1 714 436 7100 Fax: +1 714 436 7200 www.deloitte.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 27, 2023 relating to the financial statements of CalAmp Corp. and subsidiaries and the effectiveness of CalAmp Corp. and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of CalAmp Corp. for the fiscal year ended February 28, 2023.

/s/ Deloitte & Touche LLP

Costa Mesa, CA

September 8, 2023

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

CalAmp Corp.

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities