SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT X
Check the appropriate box:
Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
CALIFORNIA AMPLIFIER, INC.
(Exact name of Registrant as specified in its Charter)
CALIFORNIA AMPLIFIER, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee:
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of schedule 14A
$500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-1.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CALIFORNIA AMPLIFIER, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY
21, 1995
To the Stockholders of CALIFORNIA AMPLIFIER, INC.:
The Annual Meeting of Stockholders of California
Amplifier, Inc. will be held at the Hyatt Westlake Plaza,
880 S. Westlake Blvd., Westlake Village, California 91361
on Friday, July 21, 1995 at 10:00 a.m. local time, for the
purpose of considering and acting upon the following
proposals:
1. To elect four directors to hold office until the next
Annual Meeting of Stockholders and until their successors
are duly elected and qualified.
2. To consider and vote upon a proposal to increase the
number of shares of Common Stock that may be acquired upon
exercise of options granted under the Company's 1989 Key
Employee Stock Option Plan.
3. To transact such other business as may properly come
before the meeting and any postponements or adjournments
thereof.
The Board of Directors has fixed the close of business on
May 26, 1995 as the record date for the determination of
stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
/s/ Michael R. Ferron
Michael R. Ferron
Corporate Secretary
Camarillo, California
June 12, 1995
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING
IN PERSON. PLEASE INDICATE ON THE ENCLOSED PROXY WHETHER
YOU PLAN TO ATTEND THE MEETING. IN ANY EVENT, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY TO MAKE
SURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
STOCKHOLDERS MAY VOTE IN PERSON IF THEY ATTEND THE MEETING
EVEN THOUGH THEY HAVE EXECUTED AND RETURNED A PROXY.
CALIFORNIA AMPLIFIER, INC.
CORPORATE HEADQUARTERS; PLACE OF MEETING:
460 Calle San Pablo Hyatt Westlake Plaza
Camarillo, CA 93012 880 S. Westlake Blvd.
Westlake Village, CA
91361
Telephone: (805) 987-9000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 21, 1995
APPROXIMATE DATE OF MAILING: JUNE 12, 1995
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of California
Amplifier, Inc. (the "Company" or "California Amplifier")
of proxies for use at the Annual Meeting of Stockholders
of California Amplifier (the "Annual Meeting") to be held
on Friday, July 21, 1995 at 10:00 a.m. local time or at
any adjournment or postponement thereof.
VOTING RIGHTS
Stockholders of record of California Amplifier as of the
close of business on May 26, 1995 have the right to
receive notice of and to vote at the Annual Meeting. On
May 26, 1995, California Amplifier had issued and
outstanding 5,470,580 shares of Common Stock, the only
class of voting securities outstanding.
Each stockholder of record as of the record date will be
entitled to one vote for each share of common stock held
as of the record date. The presence at the Annual Meeting
in person or by proxy of a majority of the shares of
common stock outstanding as of the record date will
constitute a quorum for transacting business. Abstentions
and broker non-votes are counted for purposes of
determining the presence of a quorum for transaction of
business. With regard to election of directors, votes may
be cast in favor or withheld; votes that are withheld will
be excluded entirely from the vote and will have no
effect. Abstentions may be specified on proposals other
than the election of directors, and will be counted as
present for purposes of the item on which the abstention
is noted, and therefore counted in the tabulation of the
votes cast on a proposal with the effect of a negative
vote. Under applicable Delaware law, broker non-votes are
not counted for purposes of determining the votes cast on
a proposal.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors
of the Company. The only solicitation materials to be
sent to stockholders will be this Proxy Statement and the
accompanying Proxy. The Board of Directors does not
intend to use specially engaged employees or paid
solicitors. The Board of Directors also intends to
solicit the Proxies held on behalf of stockholders by
brokers, dealers, banks and voting trustees, or their
nominees. The Company will pay all reasonable expenses by
such holders for mailing the solicitation material to the
stockholders for whom they hold shares. All solicitation
expenses are being paid by the Company.
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon
at the Annual Meeting and provides a box to be marked to
indicate the manner in which the stockholder's shares are
to be voted with respect to such matters. By
appropriately marking the boxes, a stockholder may
specify, with respect to the election of directors,
whether the Proxy holder shall vote for or be without
authority to vote on any or all candidates; and with
respect to all other matters, whether the Proxy holder
shall vote for or against or be without authority to vote
on.
The Proxy also confers upon the holders thereof
discretionary voting authority with respect to such other
business as may properly come before the Annual Meeting.
Where a stockholder has appropriately directed how the
Proxy is to be voted, the shares will be voted in
accordance with the stockholder's direction. In the
absence of instructions, shares represented by valid
Proxies will be voted for the four nominees for director
described herein and for the amendment to the Stock Option
Plan. If any other matters are properly presented at the
Annual Meeting, the persons named in the Proxy will vote
or refrain from voting in accordance with their best
judgment. A Proxy may be revoked at any time prior to its
exercise by giving written notice of the revocation
thereof to the Corporate Secretary of the Company or by
filing a duly executed Proxy bearing a later date.
Stockholders may also vote in person if they attend the
Annual Meeting even though they have executed and returned
a Proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of the Company's Common Stock as of
May 26, 1995 by (1) each person who is known by the
Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each director and nominee for director
(iii) each executive officer appearing in the Summary
Compensation Table appearing elsewhere in this Proxy
Statement and (iv) all directors and executive officers as
a group. The Company knows of no agreements among its
stockholders which relate to voting or investment power
over its Common Stock:
Name of Shares Beneficially
Beneficial Owner (1) : Owned (2): Percent (3):
__________________________________________________________
Ira Coron 27,500 .5%
David R. Nichols 268,329 4.7%
Arthur H. Hausman 46,000 .8%
William E. McKenna 125,000 2.2%
Michael R. Ferron 75,000 1.3%
Kris Kelkar 0 0
All directors and
executive officers
as a group (six persons) 541,829 9.6%
FMR Corp.
(Fidelity Investments)(4) 721,000 13.2%
(1) The address of each Messrs. Coron, Nichols, Hausman,
McKenna, Ferron and Kelkar is 460 Calle San Pablo,
Camarillo, California 93012.
(2) Includes shares purchasable upon exercise of
exercisable stock options as of May 26, 1995 or within 60
days thereafter, but excludes the shares purchasable upon
exercise of stock options which are currently not
exercisable because of vesting requirements:
Exercisable Unexercisable
__________________________________________________________
Ira Coron 17,500 82,500
David R. Nichols 30,000 15,000
Arthur H Hausman 43,000 ---
William E. McKenna 53,000 ---
Michael R. Ferron 50,000 22,500
Kris Kelkar --- 30,000
(3) For the purposes of determining the percentage of
outstanding common stock held by the persons set forth in
the table, the number of shares is divided by the sum of
the number of outstanding shares of the Company's Common
Stock on May 26, 1995 (5,470,580 shares) plus the number
of common shares subject to options exercisable currently
or within 60 days of May 26, 1995 by such persons.
(4) As of May 16, 1995.
PROPOSAL ONE
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting to
hold office until the next annual meeting of stockholders
and until their successors have been elected and
qualified. It is intended that each Proxy, unless
otherwise specified, will be voted for the election to the
Board of Directors of each of the four nominees set forth
below. Directors shall be elected by a plurality of the
votes of shares present in person or represented by proxy
at the meetings.
In the event that any of the nominees for directors listed
below should become unavailable for election for any
currently unforeseen reason, the persons named in the
accompanying Proxy have the right to use their discretion
to vote for such other person as may be determined by the
holders of such proxies. To the best of the Company's
knowledge, all nominees are and will be available to
serve.
The following table sets forth the name and age of each
nominee for director, the year he was first elected as a
director and his positions held with the Company.
Capacities in Director
Name Age Which Served Since
__________________________________________________________
Ira Coron 66 Chairman, Chief 1994
Executive Officer
and Director
David R. Nichols 36 Executive V.P., Operations 1981
and Director
Wm. E. McKenna 75 Director 1983
Arthur H. Hausman 71 Director 1987
Ira Coron was elected Chairman and Chief Executive Officer
in March 1994. From 1989 to 1994 he was an independent
management consultant to several companies and venture
capital firms. He retired from TRW, Inc., after serving
in numerous senior management positions from June 1967 to
July 1989 among which was Vice President and General
Manager of TRW's Electronic Components Group. He is also
a Director of Teksyn, Inc., a privately held company.
David R. Nichols, a co-founder of the Company, has been a
director since its inception in July 1981, President and
Chief Operating Officer from July 1986 to March 1995 and
currently Executive Vice President, Operations.
William E. McKenna has been a director of the Company
since October 1983. Mr. McKenna has been general partner
of MCK Investment Company (a private investment company)
since December 1977. He is also a director of Calprop
Corporation, Drexler Technology Corporation, Safeguard
Health Enterprises, Inc., Williams Hospitality Group, Inc.
and WMS Industries, Inc.
Arthur H. Hausman has been a director of the Company since
1987. Mr. Hausman is Chairman Emeritus of the Board of
Ampex Corporation. He served as Chairman of the Board of
Directors and Chief Executive Officer of Ampex, having
been with Ampex for 27 years until his retirement in 1988.
He currently serves as a director of Drexler Technology
Corporation, TCI, Inc. and California Microwave, Inc. He
was appointed by President Reagan to the President's
Export Council, to the Council's Executive Committee and
to the Chairmanship of the Export Administration
Subordinate Committee of the Council for the period 1985
to 1989.
COMMITTEES OF THE BOARD
The Board of Directors has delegated certain of its
authority to a Compensation Committee and an Audit
Committee. The Compensation Committee is composed of
Messrs. Hausman and McKenna with Mr. Hausman serving as
Chairman. The Audit Committee is also composed of Messrs.
Hausman and McKenna, with Mr. McKenna serving as Chairman.
No member of either committee is a former or current
officer or employee of the Company.
In fiscal year 1995, the Board of Directors held seven
meetings. All directors attended more than 75% of the
aggregate of board and committee meetings held during
fiscal year 1995.
BOARD AND COMMITTEE ATTENDANCE
In fiscal year 1995 the Compensation Committee held five
meetings. The primary function of the Compensation
Committee is to review and make recommendations to the
Board with respect to the compensation, including bonuses,
of the Company's officers and to administer the Company's
Key Employee Stock Option Plans.
In fiscal year 1995 the Audit Committee held four
meetings. The function of the Audit Committee is to
review and approve the scope of audit procedures employed
by the Company's independent auditors, to review and
approve the audit reports rendered by both the Company's
independent auditors and to approve the audit fee charged
by the independent auditors. The Audit Committee reports
to the Board of Directors with respect to such matters and
recommends the selection of independent auditors.
COMPENSATION OF DIRECTORS
Directors who are also officers of the Company receive no
additional compensation for their services as directors.
Each of the non-employee directors received a monthly fee
of $1,250 for serving on the Board, plus out-of-pocket
expenses. In addition, each outside Board Member receives
an automatic grant of 4,000 non-qualified stock options
each year under the terms of the Company's 1989 Stock
Option Plan.
PROPOSAL 2
PROPOSED AMENDMENT TO
1989 KEY EMPLOYEE STOCK OPTION PLAN
INTRODUCTION
On May 4, 1989, the Board of Directors of the Company
approved and adopted the California Amplifier, Inc. 1989
Key Employee Stock Option Plan (the "1989 Plan"). The
1989 Plan provides for the grant of incentive options and
non-qualified options. At May 26, 1995, options to
purchase 30,500 shares of Common Stock remained available
for grant under the 1989 Plan. On September 26, 1994, the
Board of Directors adopted and approved, subject to
stockholder approval, an amendment to the 1989 Plan to
increase the number of shares of Common Stock that may be
acquired upon the exercise of options under the 1989 Plan
from an aggregate of 900,000 shares to an aggregate of
1,300,000 shares (the "Share Increase Amendment"), in
either case, subject to adjustments to prevent dilution
as specified in Section 10 of the 1989 Plan. The
Compensation Committee has granted, subject to
stockholder approval, 60,000 of such additional options
(the "Additional Options") to certain officers and
employees of the Company. The Board of Directors
believes that the use of stock options is an effective
means of providing additional incentive to employees and
others who provide services to the Company and allows the
Company to attract and retain such persons.
If the Share Increase Amendment is approved by the
stockholders, Section 3 of the 1989 Plan will be amended
to read in its entirety as follows:
"Section 3. Common Shares Subject to Plan
The maximum number of Common Shares that may be acquired
upon the exercise in full of options granted under this
Plan, in the aggregate, is one million, three hundred
thousand (1,300,000) subject to adjustment as provided in
Section 10 hereof. Such maximum number does not include
the number of Common Shares subject to the unexercised
portion of any option granted under this Plan that has
expired or that has been terminated, which may again
become subject to options under this Plan."
If the Share Increase Amendment is not approved by the
stockholders, the Additional Options will terminate and
the Company will only be able to grant options under the
1989 Plan in the future if previously granted options are
canceled or expire. The Company believes that the 30,500
shares remaining available under the 1989 Plan will be
exhausted before the end of the year.
A summary of the principal provisions of the 1989 Plan is
set forth below.
ADMINISTRATION OF THE 1989 PLAN
The 1989 Plan is administered by a committee of the Board
of Directors consisting of at least two outside directors
(the "Committee"). The Committee has and may exercise all
the powers and authority granted to it under the 1989
Plan.
PERSONS ELIGIBLE UNDER THE 1989 PLAN
Any person employed by the Company on a salaried basis,
including any director who is employed (an "Employee"),
is eligible for the grant of incentive options under the
1989 Plan. Employees, directors and consultants of the
Company who are not employees, are eligible to be
considered for the grant of non-qualified options under
the 1989 Plan. As of May 31, 1995, there were 439
employees.
FORMULA GRANT AMENDMENT
The 1989 Plan provides for an automatic annual grant (the
"Formula Grant Amendment") of an option to purchase 4,000
shares of Common Stock to each non-employee director of
the Company. Pursuant to the 1989 Plan the options shall
have an exercise price equal to the fair market value on
the date of grant of the shares of Common Stock subject
thereto and shall become exercisable one year after the
date of grant.
DURATION OF THE 1989 PLAN
Options may not be granted under 1989 Plan after May 4,
1999.
CERTAIN TERMS OF OPTIONS
Each incentive option granted under the 1989 Plan shall
have an exercise price that is not less than the greater
of (A) 100% of the aggregate fair market value of the
shares of Common Stock subject to each option on the date
of the grant of such option or (B) the aggregate par
value of such shares of Common Stock; provided, however,
that each incentive option granted under the 1989 Plan to
an Employee who owns (after application of the family and
other attribution rules of Section 425 (d) of the Code),
on the date of grant of such option, more than 10% of the
total combined voting power of all classes of stock of
the Company or of its parent or subsidiary corporations
(a "10% Employee") shall have an exercise price that is
not less than the greater of (X) 110% of the aggregate
fair market value of such shares of Common Stock on the
date of grant of such option or (Y) the aggregate par
value of such shares of Common Stock.
Each option, whether incentive or non-qualified, granted
under the 1989 Plan shall expire on the tenth anniversary
of the date of grant of such option; provided, however,
that any incentive option granted under the 1989 Plan to
a 10% Employee shall expire on the fifth anniversary of
the date of grant of such option.
The aggregate fair market value of the Common Stock with
respect to which incentive options granted to any person
under the 1989 Plan (and all other stock option plans of
the Company) which become exercisable for the first time
during any calendar year shall not exceed $100,000. There
is no such limitation under the 1989 Plan on the number
of non-qualified options that may be granted to any one
person, or that may become exercisable, during any
calendar year. However, no Employee is eligible to be
granted options for in excess of 250,000 shares of Common
Stock during any one calendar year.
NON TRANSFERABILITY
Any option granted under the 1989 Plan is non-
transferable by the optionee other than by will or the
laws of descent and distribution, and is exercisable
during the optionee's lifetime only by the optionee or
the optionee's guardian or legal representative.
VESTING OF OPTIONS; ACCELERATION OF VESTING
All options granted under the 1989 Plan shall become
vested and exercisable in accordance with the terms of a
vesting schedule determined by the Compensation Committee
and included in option agreements entered into between
the Company and the optionee upon each grant of options
under the 1989 Plan. Notwithstanding the vesting
schedule, all outstanding options which are not otherwise
vested and exercisable shall become exercisable (i)
immediately prior to the consummation of a Terminating
Transaction (as defined below) in accordance with the
provisions of Section 13 of the 1989 Plan, which is
summarized in the next paragraph, or (ii) for specified
periods of time upon the termination of employment of an
Employee under certain circumstances in accordance with
the provisions of Section 14 of the 1989 Plan, which is
summarized below under the caption termination of
Employment; Effect on Options."
Upon (i) the dissolution or liquidation of the Company,
(ii) a reorganization, merger or consolidation of the
Company (individually or collectively, a "Merger") with
one or more corporations as a result of which the Company
goes out of existence or becomes a subsidiary of another
corporation, or (iii) the acquisition of all or
substantially all of the assets or more than eighty
percent (80%) of the then outstanding stock of the
Company by another entity, options granted under the 1989
Plan shall terminate unless provision be made in writing
in connection with such transaction for the assumption of
such options or the substitution for such options of a
new option covering the stock of a successor corporation,
or a parent or subsidiary thereof or of the Company, with
appropriate adjustment as to the number and kind of
shares and prices, in which event such options shall
continue in the manner and under the terms so provided.
Each of the transactions specified in (i), (ii), and
(iii) above shall be referred to as a "Terminating
Transaction." Notwithstanding the foregoing, each holder
of outstanding options granted under the 1989 Plan,
whether or not such options have become vested at such
time, shall have the right to exercise such options to
the full extent not theretofore exercised at such time
immediately prior to the consummation of the Terminating
Transaction as the Committee shall designate, or in lieu
thereof, in the case of a Merger and in the discretion of
the Committee, be entitled to receive upon the
consummation of the Merger, for each outstanding option
held by such person and in exchange for the surrender and
cancellation thereof, a cash payment from the Company or
its successor equal to the consideration paid per share
of Common Stock in the Merger (or the fair market value
thereof) minus the exercise price of such option
multiplied by the number of shares of Common Stock
subject to such option.
TERMINATION OF EMPLOYMENT; EFFECT ON OPTIONS
In the event that an optionee who is an Employee ceases
to be an Employee for any reason other than normal
retirement, disability or death, (i) all outstanding
options which have been granted to such person under the
1989 Plan and which have not yet become vested shall
immediately terminate upon termination of employment, and
(ii) all outstanding options which have been granted to
such person under the 1989 Plan and which have become
vested shall terminate three months thereafter (or such
earlier periods of time as such options may expire in
accordance with their terms); provided, however, if such
person's employment is terminated "For Cause" (as defined
in Section 14 of the 1989 Plan) all options granted under
the 1989 Plan to such person, whether or not they have
become vested at such time, shall immediately terminate
upon termination of employment.
In the event that an optionee who is an Employee ceases
to be an Employee as a result of normal retirement or
disability, all outstanding options, whether or not they
have become vested at such time, shall be exercisable for
a period of one year from the date of such event by such
person or such earlier period of time as such options may
expire in accordance with their terms), and thereafter
terminate.
In the event that an optionee who is an Employee ceases
to be an Employee as a result of death, all outstanding
options, whether or not they have become vested at such
time, shall be exercisable by such persons(s) to whom the
rights under such options shall have passed by will or
the applicable laws of descent and distribution, for a
period of six months from the date of death (or such
earlier period of time as such options may expire in
accordance with their terms), and thereafter terminate.
AMENDMENT OF THE 1989 PLAN
The Board of Directors of the Company may alter, amend,
suspend or terminate the 1989 Plan, provided that no such
action shall deprive any optionee of any option
theretofore granted under the 1989 Plan, without the
consent of such optionee, of any rights of such optionee
thereunder or with respect thereto. Except as provided in
the 1989 Plan, no such action of the Board, unless and
until such action is approved by the stockholders of the
Company, may (i) increase the maximum number of shares of
Common Stock that may be acquired upon the exercise of
options granted under the 1989 Plan, (ii) reduce the
minimum permissible exercise price of options theretofore
granted or that may thereafter be granted under the 1989
Plan, (iii) alter the class of persons eligible for the
grant of options under the 1989 Plan, (iv) extend the
duration of the 1989 Plan, or (v) materially increase the
benefits accruing to optionees under the 1989 Plan.
FEDERAL TAX TREATMENT
The following is a general discussion of certain federal
income tax consequences of incentive options and non-
qualified options granted under the 1989 Plan. No
discussion of tax law other than federal income tax law
is discussed, and there are federal income tax
consequences not discussed herein that may apply to
optionees. Optionees should consult their own tax
advisors in order to determine the precise tax
consequences to them of options granted under the 1989
Plan.
INCENTIVE OPTIONS: Neither the grant nor the exercise of
an incentive option is generally a taxable event for the
optionee. If the optionee sells the shares of Common
Stock received upon the exercise of an option ("Option
Shares") that is an incentive option at any time within
(a) one year after the date of transfer of the Option
Shares to the optionee pursuant to the exercise of such
incentive option or (b) two years after the date of grant
of such incentive option, then (1) such optionee will
recognize capital gain in an amount equal to the excess,
if any, of the sales price over the fair market value of
the Option Shares on the date of exercise, (2) such
optionee will recognize ordinary income in an amount
equal to the excess, if any, of the lesser of the sales
price or the fair market value of the Option Shares on
the date of exercise, over the exercise price of such
incentive option, (3) such optionee will recognize
capital loss equal to the excess, if any, of the exercise
price of such incentive option over the sales price of
the Option Shares, and (4) the Company will generally be
entitled to a deduction in an amount equal to the amount
of ordinary income recognized by such optionee. If the
optionee sells the Option Shares at any time after the
optionee has held the Option Shares for at least (a) one
year after the date of transfer of the Option Shares to
the optionee pursuant to the exercise of the incentive
option and (b) two years after the date of grant of the
incentive option, then the optionee will recognize
capital gain or loss equal to the difference between the
sales price and the exercise price of such incentive
option, and the Company will not be entitled to any
deduction.
NON-QUALIFIED OPTIONS: The grant of a non-qualified
option is generally not taxable event for the optionee.
Upon the exercise of a non-qualified option, the optionee
will recognize ordinary income in an amount equal to the
excess of the fair market value of the Option Shares on
the date of exercise (unless the holder is subject to
Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as discussed below) over
and above the exercise price of such option, and the
Company will be entitled to a deduction equal to such
excess. A subsequent sale of the Option Shares generally
will give rise to capital gain or loss equal to the
difference between the sales price and the sum of the
exercise price paid for such Option Shares plus the
ordinary income recognized with respect to such shares.
If an optionee is a director, officer or stockholder
subject to Section 16 of the Exchange Act (as insider")
and exercises an option within six months of the date of
grant, the timing of the recognition of any ordinary
income should be deferred until (and the amount of
ordinary income should be determined based on the fair
market value (or sales price in the case of a
disposition) of the Common Stock upon) the earlier of the
following two dates (i) six months after the date of
grant or (ii) a disposition of the Common Shares, unless
the Insider makes a valid election under Section 83(b) of
the Code within 30 days after exercise to recognize
ordinary income based on the value of the Common Shares
on the date of exercise. In addition, special rules apply
to an Insider who exercises an option having an exercise
price greater than the fair market value of the
underlying Common Shares on the date of exercise.
Excess Parachute Payments. The Code imposes a 20% excise
tax on any excess Parachute Payment received by an
employee or director of the Company. In addition, the
Company is not entitled to any deduction for an Excess
Parachute Payment. An employee or director generally is
deemed to have received a parachute Payment if such
employee or director receives compensation that (1) is
contingent upon a change in the ownership or control of
the Company and (2) equals or exceeds, in the aggregate,
three times that person's "Base Amount." The "Base
Amount" generally is the average of the annual
compensation of such employee or director for the five
years preceding such change in ownership or control. An
"Excess Parachute Payment," with respect to any employee
or director, is the excess of the Parachute Payments to
such person, in the aggregate, over and above such
person's Base Amount.
As noted above, under the 1989 Plan, outstanding options
that are not yet exercisable will become exercisable upon
the occurrence of certain transactions. In that event, an
amount representing the value of the accelerated vesting
will be characterized a Parachute Payment if such amount
and any other such contingent payments received by the
optionee equals or exceeds three times the Base Amount of
such optionee. If such amounts are characterized as
Parachute Payments, such optionee or purchaser will be
subject to a 20% excise tax on the Excess Parachute
Payment, and the Company will be denied any deduction
with respect to such Excess Parachute Payment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE APPROVAL AND ADOPTION OF THE SHARE INCREASE AMENDMENT.
THE APPROVAL AND ADOPTION OF THE 1989 PLAN AMENDMENT
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES
OF COMMON STOCK REPRESENTED AND VOTING, WHETHER IN PERSON
OR BY PROXY, AT THE ANNUAL MEETING.
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committee it is our duty to
monitor the performance and compensation of executive
officers and other key employees, to review compensation
plans, including bonuses, and to administer the Company's
Stock Option Plans. The Company's executive compensation
program is designed to attract, motivate and retain the
executive talent needed to enhance stockholder value in a
competitive environment. The fundamental philosophy is to
relate the amount of compensation "at risk" for an
executive directly to his or her contribution to the
Company's success in achieving superior performance
objectives and to the overall success of the Company. The
Company's executive and key employee compensation program
consists of a base salary component, a component providing
the potential for an annual bonus based on overall Company
performance and a component providing the opportunity to
earn stock options that focus the executives on building
stockholder value through meeting longer-term financial
and strategic goals.
In designing and administering its executive compensation
program, the Company attempts to strike an appropriate
balance among these various elements, each of which is
discussed in greater detail below.
BASE SALARY
Base salary is designed to be consistent with comparable
electronic manufacturing companies. For this purpose,
this Committee utilizes the wage and salary surveys of the
American Electronic Association, an industry trade group
of which the Company is a member. The Company generally
attempts to place its executives' base salaries at the top
50% of companies of similar size in that survey.
Performance reviews, typically performed annually, salary
surveys and the Company's financial performance are
determining factors for an individual's salary increase.
THE EXECUTIVE AND KEY EMPLOYEE BONUS PROGRAM
The Executive and Key Employee Bonus Program is designed
to reward Company executives and key employees for their
contributions to corporate objectives. Each eligible
employee's award is expressed as a percentage of the
participant's base salary.
For fiscal year 1995, the bonus pool was generated based
upon the Company achieving certain earnings before tax
amounts. Individual awards were based upon a percentage
of each employee's base salary ranging from 63% for the
Chief Executive Officer, to 11% for other key employees
depending upon their influence on achieving such
performance objectives.
For fiscal year 1996 as in fiscal year 1995, a bonus pool
will be generated as the Company achieves certain profit
levels. Bonuses from this pool will then be paid to
individuals based upon the Company achieving certain
performance objectives relating specifically to their
objective such as: sales, gross margins, productivity,
expense levels, operating profits and other measurable
cost savings. Bonuses will be paid as a percentage of the
employees' base salary ranging from 10% to 50% depending
upon the Company achieving certain income levels and the
employees achieving certain individual objectives. The
employee percentages will also be adjusted upward or
downward as the Company's actual income before tax exceeds
or falls short of plan.
The Compensation Committee re-evaluates the operating plan
each fiscal year to ensure bonuses paid and profitability
are properly correlated. At its discretion, the Committee
may award discretionary bonuses to certain employees even
though the profit objectives established under the bonus
plan were not achieved.
STOCK OPTION PLANS
The Company's Stock Option Plans (the "Option Plans")
authorizes the granting of options to purchase shares of
the Company's Common Stock to officers and key employees
of the Company and its subsidiaries. The Option Plans are
designed to:
Encourage and create ownership of the Company's Common
Stock.
Balance long-term with short-term decision making.
Link the officers' or key employees' financial success to
that of the stockholders.
Focus attention on building stockholder value through
meeting longer-term financial and strategic goals.
Ensure broad-based participation of key employees.
The Committee granted both Incentive and non-qualified
stock options to executives and directors under the 1989
Key Employee Stock Option Plan during fiscal year 1995.
Option grants were based upon various subjective factors,
among other things, performance, responsibility and prior
grants.
COMPENSATION COMMITTEE
Arthur H. Hausman
William E. McKenna
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term
compensation for services in all capacities to the Company
for each of the three fiscal years in the period ended
March 4, 1995 of (i) the Chief Executive Officer and (ii)
all other executive officers of the Company:
Name and Fiscal Annual Compensation
Principal Position(1) Year Salary Bonus
__________________________________________________________
Ira Coron 1995 $174,040 $116,500
Chairman of the Board, &
Chief Executive Officer
David R. Nichols 1995 $156,779 $82,467
Executive Vice 1994 $148,092 $ 0
President, Operations 1993 $135,811 $119,744
Michael R. Ferron 1995 $139,952 $57,658
Vice President, Finance; 1994 $129,952 $ 0
Chief Financial Officer 1993 $116,409 $71,846
and Corporate Secretary
Barry Hall (2) 1995 $ 0 $ 0
1994 $181,990 $ 0
1993 $160,755 $141,738
Long-Term
Compensation
Awards
Stock
Name and Fiscal Option All Other
Principal Position(1) Year Grants
Compensation(3)
__________________________________________________________
Ira Coron 1995 100,000 $ 676
Chairman of the Board &
Chief Executive Officer
David R. Nichols 1995 10,000 $ 996
Executive Vice 1994 10,000 $ 942
President, Operations 1993 --- $ 914
Michael R. Ferron 1995 10,000 $ 888
Vice President, Finance; 1994 25,000 $ 839
Chief Financial Officer 1993 --- $ 741
& Corporate Secretary
Barry Hall(2) 1995 --- $293,519
1994 50,000 $ 1,104
1993 --- $ 1,023
(1) On March 28, 1994, Mr. Ira Coron was appointed
Chairman of the Board and Chief Executive Officer of the
Company. Subsequent to March 4, 1995, Mr. Kris Kelkar was
appointed Senior Vice President, Sales and Marketing of
the Company.
(2) Mr. Hall resigned as the Chairman of the Board and
Chief Executive Officer on March 25, 1994. As part of his
separation agreement Mr. Hall was entitled to $265,000 to
be paid through April 1995. In addition, Mr. Hall was
paid for earned and accrued vacation upon his resignation.
These amounts were accrued in the financial statements as
of February 26, 1994 and paid through April 1995.
(3) The amounts shown in this column represent the dollar
value of term life insurance premiums paid by the Company
for the benefit of the named officer and amounts paid to
Mr. Hall in connection with his resignation (see Note 4).
OPTIONS GRANT TABLE
The following table sets forth information on grants of
stock options pursuant to the Company's 1989 Key Employee
Stock Option Plan during the year ended March 4, 1995 to
the executive officers included in the Summary
Compensation Table:
% of Total Exercise
Options Granted or Base
Options to Employees in Price
Name Granted(1)(2) Fiscal Year
($/share)
__________________________________________________________
Ira Coron 70,000 31% $4.19
Ira Coron 30,000 13% $5.13
David R. Nichols 10,000 5% $5.13
Michael R. Ferron 10,000 5% $5.13
Barry Hall --- --- ---
Potential Realizable Value
at Assumed Annual Rate
of Stock Price Appreciation
Expiration for Option Term(3)
Name Date 5%($) 10%($)
__________________________________________________________
Ira Coron 3/2004 $448,000 $886,900
Ira Coron 9/2004 $163,800 $351,900
David R. Nichols 9/2004 $54,600 $117,300
Michael R. Ferron 9/2004 $54,600 $117,300
(1) Options become exercisable at a rate of 25% per year.
(2) The options granted to Mr. Nichols and Mr. Ferron,
and 30,000 options granted to Mr. Coron are included in
the additional options made available in the Share
Increase Amendment, and are, therefore, subject to
approval of stockholders. See Proposal Two included
elsewhere herein.
(3) The potential realizable value is based upon the term
of the option grant which is ten years. It is calculated
assuming both a 5% and a 10% annual increase in the stock
value and that the option is exercised on the last day of
the option period. The computed stock values using these
percentages were $10.59 and $16.86, respectively. Actual
gains, if any, are dependent on the actual future stock
price of the Company.
OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
The following table sets forth information as to options
exercised during fiscal year 1995 and options held at
March 4, 1995 by executive officers named in the Summary
Compensation Table:
Number of Shares
Name Acquired on Exercise Value
Realized(1)
__________________________________________________________
Ira Coron --- ---
David R. Nichols --- ---
Michael R. Ferron --- ---
Barry Hall 90,000 $274,400
Number of Securities
Underlying Unexercised Value of Unexercised
Options Held In-The-Money Options(2)
Name Exercisable(3) Unexercisable Exercisable Unexercisable
__________________________________________________________
Ira Coron 17,500 82,500 $40,425 $116,175
David R. Nichols 80,000 15,000 $425,000 $13,700
Michael R. Ferron 50,000 22,500 $185,156 $13,700
Barry Hall 12,500 37,500(4) $--- $---
(1) The value realized is computed by subtracting the
option exercise prices from the fair value at dates of
exercise, multiplied by the number of shares acquired.
(2) The value of unexercised in-the-money options is
computed by subtracting the option exercise prices from
the market value at March 4, 1995 ($6.50) multiplied by
the number of options outstanding. Mr. Nichols, Mr.
Ferron and Mr. Hall have 10,000, 25,000 and 12,500
options, respectively, at an exercise price of $7.00 per
share. These options have been excluded from the portion
of the table since such options are not "in the money."
(3) Subsequent to March 4, 1995, Mr. Nichols and Mr. Hall
exercised options to purchase 50,000 and 12,500 shares of
common stock, respectively.
(4) These options were canceled on March 31, 1995.
EMPLOYMENT AGREEMENTS
On April 3, 1995, Mr. Kris Kelkar was appointed Senior
Vice President, Sales and Marketing. As part of his
employment, the Company and Mr. Kelkar entered into a two-
year employment agreement which entitles Mr. Kelkar to
certain severance payments if he, or the Company, under
certain conditions, terminates his employment.
STOCK PERFORMANCE GRAPH
The following graph and table compares the Company's stock
performance to various stock indexes over a five-year
period assuming a $100 investment was made on February 28,
1990:
IN DOLLARS 1990 1991 1992 1993 1994 1995
__________________________________________________________
California
Amplifier, Inc. 100 118 670 759 580 580
Nasdaq Stock Market 100 110 157 167 196 188
Naddaq
Telecommunications 100 93 114 144 199 174
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the
Company's directors, its executive officers, and any
persons holding more than ten percent of the Company's
Common Stock are required to report their initial
ownership of the Company's Common Stock and any subsequent
changes in that ownership to the Securities and Exchange
Commission, the National Association of Securities Dealers
and the Company. Specific due dates for these reports
have been established and the Company is required to
disclose in this proxy statement any failure to file, or
late filing, of such reports with respect to the period
ended March 4, 1995. Based solely upon a review of
reports delivered to the Company during this period, all
of these filing requirements were satisfied on a timely
basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a policy pursuant to which
material transactions between the Company and its
executive officers, directors and principal stockholders
(i.e., stockholders owning beneficially 5% or more of the
outstanding voting securities of the Company) shall be
submitted to the Board of Directors for approval by a
disinterested majority of the directors voting with
respect to the transaction. For this purpose, a
transaction is deemed material if such transaction, alone
or together with a series of similar transactions during
the same fiscal year, involves an amount which exceeds
$60,000.
No transactions occurred during the year ended March 4,
1995 other than those described elsewhere herein.
INDEPENDENT PUBLIC ACCOUNTS
Arthur Andersen LLP acted as the independent public
accountants for the Company during the fiscal year ended
March 4, 1995. Representatives of that firm are expected
to be present at the Annual Meeting and will be available
to make a statement or respond to appropriate questions.
The Company has selected Arthur Andersen LLP as the
Company's independent public accountants for the fiscal
year ending March 2, 1996.
ANNUAL REPORT
The Annual Report to Stockholders for the fiscal year
ended March 4, 1995 is being sent to all stockholders with
this Proxy Statement. The Annual Report to Stockholders
does not form any part of the material for the
solicitation of any Proxy.
A COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED MARCH 4, 1995 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, WITHOUT EXHIBITS, IS AVAILABLE
WITHOUT CHARGE TO ANY STOCKHOLDER OF THE COMPANY UPON
WRITTEN REQUEST TO THE SECRETARY, CALIFORNIA AMPLIFIER,
INC., 460 CALLE SAN PABLO, CAMARILLO, CALIFORNIA 93012.
STOCKHOLDER PROPOSALS
The Bylaws of the Company provide that at any meeting of
the stockholders only such business shall be conducted as
shall have been brought before the meeting by or at the
discretion of the Board of Directors or by any stockholder
of the Company who gives written notice (in the form
required by the Bylaws) of such business in writing to the
Corporate Secretary of the Company not less than sixty
days in advance of such meeting or, if later, the seventh
day following the first public announcement of the date of
such meeting. The Bylaws also provide that only such
nominations for the election of directors may be
considered as are made by the Board of Directors, or by
any stockholder entitled to vote in the election of
directors who provides written notice (in the form
required by the Bylaws) of such stockholder's intent to
make such nomination to the Corporate Secretary of the
Company not later than sixty days in advance of such
meeting or, if later, the seventh day following the first
public announcement of the date of such meeting.
Stockholders who intend to submit proposals for inclusion
in the Proxy Statement relating to the year ending MARCH
3, 1996 must do so by sending the proposal and supporting
statements, if any, to the Company no later than February
12, 1996. Such proposals should be sent to the attention
of the Corporate Secretary, California Amplifier, Inc.,
460 Calle San Pablo, Camarillo, California 93012.
OTHER MATTERS
Except for the matters described herein, management does
not intend to present any matter for action at the Annual
Meeting and knows of no matter to be presented at such
meeting that is a proper subject for action by the
stockholders. However, if any other matters should
properly come before the Annual Meeting, it is intended
that votes will be cast pursuant to the authority granted
by the enclosed Proxy in accordance with the best judgment
of the person or person acting under the Proxy.
By Order of the Board of Directors,
/s/ Michael R. Ferron
Michael R. Ferron
Corporate Secretary
Camarillo, California
June 12, 1995
__________________________________________________________
CALIFORNIA AMPLIFIER, INC.
460 CALLE SAN PABLO
CAMARILLO, CALIFORNIA 93012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF CALIFORNIA AMPLIFIER, INC.
The undersigned hereby appoints Ira Coron and David R.
Nichols, and each of them, as Proxies, each with the power
to appoint his substitute, and hereby authorizes each of
them to represent and to vote as designated on the reverse
side, all the shares of Common Stock of California
Amplifier, Inc. (the "Company") held of record by the
undersigned on May 26, 1995 at the Annual Meeting of
Stockholders to be held on July 21, 1995 and any
postponements or adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE. THIS PROXY WILL BE
VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED;
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED IN FAVOR OF THE NOMINEES FOR DIRECTOR LISTED, IN
FAVOR OF THE MATTERS DESCRIBED IN ITEM 2, AND IN THE
DISCRETION OF THE PROXIES ON ALL SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE SUCH MEETING.
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN
FAVOR OF THE NOMINEES FOR DIRECTOR LISTED BELOW, IN FAVOR
OF THE MATTER DESCRIBED IN ITEM 2, AND IN THE DISCRETION
OF THE PROXIES ON MATTERS DESCRIBED IN ITEM 3.
1. ELECTION OF DIRECTORS:
IRA CORON, DAVID R. NICHOLS, WILLIAM E. MCKENNA, ARTHUR
H. HAUSMAN
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE CONTRARY
BELOW) ____
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE
______
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW)
2. TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND THE 1989
KEY EMPLOYEE STOCK OPTION PLAN TO INCREASE THE NUMBER OF
AUTHORIZED SHARES FROM 900,000 TO 1,300,000.
For ___ Against ___ Abstain ___
3. In their discretion, the Proxies are authorized to
vote upon such other business as may properly come before
such meeting and any and all postponements or adjournments
thereof.
Do you plan to attend the meeting: Yes No
Dated:
Signature:
Signature if held jointly
Please sign exactly as the name appears hereon. When
shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If a
corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership,
please sign in the partnership's name by an authorized
person.
