<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
California Amplifier, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(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:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
------------------------------------------------------------------------
1
<PAGE>
CALIFORNIA AMPLIFIER, INC.
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 18, 1997
---------------------
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 18, 1997 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.
2. 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 23, 1997 as the
record date for the determination of stockholders entitled to notice of and
to vote at the meeting. A list of stockholders entitled to vote at the
Annual Meeting will be open to examination by any stockholder for any
purposes related to the Annual Meeting, during normal business hours, from
July 7, 1997 until July 18, 1997 at the Company's executive offices located
at 460 Calle San Pablo, Camarillo, California.
By Order of the Board of Directors,
/s/ MICHAEL R. FERRON
- ----------------------
Michael R. Ferron
Corporate Secretary
Camarillo, California
June 20, 1997
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
YOU PLAN TO ATTEND THE MEETING, YOU ARE EARNESTLY REQUESTED TO 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.
<PAGE>
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 18, 1997
APPROXIMATE DATE OF MAILING: JUNE 20, 1997
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 18, 1997 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 23, 1997 have the right to receive notice of and to vote at the Annual
Meeting. On May 23, 1997, California Amplifier had issued and outstanding
11,717,222 shares of Common Stock, par value $0.01 per share ("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.
1
<PAGE>
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. 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 in favor of all proposals set forth in the Notice of Meeting and this
Proxy Statement. 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.
2
<PAGE>
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 23, 1997 by (i) each person or entity
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:
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER (1): SHARES BENEFICIALLY OWNED (2): PERCENT (3):
- ----------------------------- ------------------------------ ------------
<S> <C> <C>
Ira Coron, Chairman
Chief Executive Officer
and Director 147,500 1.2%
Michael R. Ferron, Vice President,
Finance, Chief Financial Officer
and Corporate Secretary 145,000 1.2%
Kris Kelkar, Vice President, Marketing 49,600 *
Arthur H. Hausman, Director 37,210 *
William E. McKenna, Director 188,300 1.6%
Thomas L. Ringer, Director 1,000 *
All directors and executive officers
as a group (six persons) 568,610 4.7%
FMR Corp. (Fidelity Investments) 1,094,200 9.3%
</TABLE>
* Less than 1.0% ownership
(1) The address of each Messrs. Coron, Ferron, Kelkar, Hausman, McKenna,
and Ringer is 460 Calle San Pablo, Camarillo, California 93012.
(2) Includes shares purchasable upon exercise of exercisable stock options as
of May 23, 1997 or within 60 days thereafter, but excludes the shares
purchasable upon exercise of stock options which are not exercisable as of
May 23, 1997 or within 60 days thereafter:
EXERCISABLE UNEXERCISABLE
----------- -------------
Ira Coron 77,500 227,500
Michael R. Ferron 145,000 70,000
Kris Kelkar 47,500 102,500
Arthur H Hausman 32,000 0
William E. McKenna 52,000 0
Thomas L. Ringer 0 8,000
3
<PAGE>
(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 23, 1997 (11,717,222 shares), plus the number of shares
of Common Stock subject to options exercisable currently or within 60 days
of May 23, 1997 by such persons.
(4) This information is based solely on the Schedules 13G which were filed
with the Securities and Exchange Commission by each of the respective
entities which state that these shares were beneficially owned as of
March 31, 1997.
4
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A board of four directors will be elected at the Annual Meeting. 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 meeting. The term of office
of each person elected as director will continue until the next Annual
Meeting of Stockholders, or until his successor has been elected and
qualified.
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 68 Chairman of the Board, 1994
Chief Executive Officer
and Director
Arthur H. Hausman 73 Director 1987
William E. McKenna 77 Director 1983
Thomas L. Ringer 66 Director 1996
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 also serves on the Board of Directors of the Wireless
Cable Association, Made 2 Manage Systems, Inc., and CMC 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, California
Microwave, Inc., and director emeritus of TCI, 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.
5
<PAGE>
WILLIAM E. MCKENNA has been a director of the Company since October 1983.
Since December 1977, Mr. McKenna has been general partner of MCK Investment
Company, a private investment company. Mr. McKenna was Chairman of the Board
of Directors of Technicolor, Inc. from 1970 to 1976 and was formerly Chairman
of the Board of Directors and Chief Executive Officer of Hunt Foods &
Industries, Inc. and its successor, Norton Simon, Inc. From 1960 to 1967,
Mr. McKenna was associated with Litton Industries, Inc. as a Director and in
various executive capacities. He is currently a director of Safeguard Health,
Inc., Midway Games, Inc., Drexler Technology Company and WMS Industries, Inc.
THOMAS L. RINGER has been a director of the Company since August 1996. Mr.
Ringer is Chairman of the Board of E*Capital Corporation, the holding company
for Wedbush Morgan Securities, Inc. Mr. Ringer has served as Chairman,
President and Chief Executive Officer for Recognition Equipment, Inc.,
President and Chief Executive Officer of Fujitsu Systems of America, Inc.,
and President and Chief Executive Officer of Computer Machinery Corporation.
In addition, Mr. Ringer currently serves on the Board of Directors of
Document Sciences Corporation, M.S. Aerospace, Inc., Public Safety Equipment,
Inc., and the Center for Innovation and Entrepreneurship.
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. McKenna and Ringer, with Mr.
McKenna serving as Chairman. No member of either committee is a former or
current officer or employee of the Company.
The primary function of the Compensation Committee is to monitor the
performance and compensation of executive officers and other key employees,
and to administer the Company's Key Employee Stock Option Plan. The
Compensation Committee reports to the Board of Directors and makes
recommendations to the Board of Directors for compensation, bonuses, and
stock option grants.
The primary function of the Audit Committee is to review and approve the
scope of audit procedures performed by the Company's independent auditors, to
review and approve the audit reports rendered by 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 makes recommendations as to the selection of independent auditors.
BOARD OF DIRECTOR AND COMMITTEE ATTENDANCE
In fiscal year 1997, the Board of Directors held nine meetings, the
Compensation Committee held nine meetings, and the Audit Committee held three
meetings. All directors attended more than 75% of the aggregate of board and
committee meetings held during fiscal year 1997, or which were held while
such director held office.
COMPENSATION OF DIRECTORS
Each non-employee director received a monthly fee of $1,250 for serving on
the Board, plus out-of-pocket expenses. In addition, each non-employee
director receives an automatic grant of 8,000 non-qualified stock options
each year under the terms of the Company's 1989 Stock Option Plan. Directors
who are also executive officers of the Company receive no additional
compensation for their services as director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL FOUR NOMINEES
LISTED ABOVE.
6
<PAGE>
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 Key Employee Stock Option Plan. 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.
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, and reports from
an independent executive compensation consulting firm. The Company generally
attempts to place its executives' base salaries at the top 50% of companies
of similar size in these surveys and reports. In addition to the surveys,
annual performance reviews, 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, which is determined by the same surveys and
studies used to establish base salaries, as described above. The
Compensation Committee re-evaluates the Company's operating plan each fiscal
year to ensure plan goals and proposed bonuses are properly correlated.
During each fiscal year a bonus pool is generated as the Company achieves the
operating plan which was established at the beginning of the fiscal year.
Bonuses from this pool are paid to key employees based upon the Company's
achievement of specific performance objectives relating to their respective
functional areas. Among the objectives sales, gross margins, manufacturing
productivity, expense levels, operating profits, financial ratios, and other
measurable objectives. Target bonuses range from 10% to 50% of employee's
base salary depending upon their influence on achieving the established
performance objectives. Actual bonuses will vary depending upon the Company
achieving certain income levels and the employee's contribution to the
achievement of their performance 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. In fiscal year 1997, no executives or
members of senior management were awarded any bonuses because the actual
income before tax was below the plan earnings for the year.
The Compensation Committee may recommend to the Board of Directors for
approval the awarding of discretionary bonuses to certain employees even
though the profit objectives established under the bonus plan were not
achieved. No discretionary bonus awards were awarded to executive officers
or members of senior management for fiscal year 1997.
7
<PAGE>
STOCK OPTION PLAN
The Company's 1989 Key Employee Stock Option Plan (the "Option Plan")
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 Plan is designed to:
- Encourage and create ownership of the Company's Common Stock.
- Link the officers' or key employees' financial success to that of the
stockholders.
- Focus attention on building stockholder value by balancing short-term and
long-term decision making, and meeting longer-term financial and strategic
goals.
- Ensure broad-based participation of key employees to achieving Company
sales, profit, and financial objectives.
Option grants are based upon various subjective factors for, among other
things, hiring of employees, job responsibility and authority, performance,
and prior grants.
The Committee granted only non-qualified stock options to employees during
fiscal year 1997.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Coron's salary for fiscal year 1997 was $230,000 which the Compensation
Committee believes is competitive and in the top 50% of salaries for chief
executive officers of companies of similar size as the Company. No bonuses
were paid to Mr. Coron with respect to fiscal year 1997 because the Company's
profit objectives were not achieved. Mr. Coron was granted stock options to
purchase 50,000 shares of Common Stock under the Option Plan.
COMPENSATION COMMITTEE
Arthur H. Hausman
William E. McKenna
8
<PAGE>
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 1, 1997 of (i) the Chief Executive Officer and (ii)
the three most highly compensated executive officers:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
---------
ANNUAL COMPENSATION STOCK
NAME AND FISCAL ------------------- OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS GRANTS COMPENSATION(3)
- ------------------ ------ --------- -------- ------ ---------------
<S> <C> <C> <C> <C> <C>
Ira Coron 1997 $230,000 $ 0 50,000 $ 9,930
Chairman of the Board 1996 $200,000 $130,000 60,000 $ 9,414
and Chief Executive Officer 1995 $174,040 $116,500 200,000 $ 676
Michael R. Ferron 1997 $148,000 $ 0 10,000 $ 5,608
Vice President, Finance; 1996 $142,500 $ 64,838 30,000 $ 5,931
Chief Financial Officer 1995 $139,952 $ 57,658 20,000 $ 888
and Corporate Secretary
Kris Kelkar 1997 $144,000 $ 0 10,000 $ 4,666
Vice President, 1996 $125,000 $ 68,900 120,000 $21,967
Marketing
David R. Nichols (2) 1997 $165,000 $ 0 10,000 $19,828
1996 $158,000 $ 90,367 40,000 $ 4,828
1995 $156,799 $ 82,467 20,000 $ 996
</TABLE>
(1) Includes amounts deferred by the executive officer pursuant to the
Company's 401-K plan.
(2) Mr. Nichols resigned from the Company as Executive Vice President,
Operations on August 19, 1996. As part of a separation agreement, Mr.
Nichols will remain an employee of the Company until August 31, 1997.
(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
executive officer, and the Company's matching of contributions made by
employees to the Company's 401-K plan. Mr. Kelkar's "other compensation"
also includes reimbursement of certain relocation-related costs in
conjunction with his employment in April 1995. Mr. Nichols "other
compensation" also includes payment of accrued vacation upon his
resignation.
9
<PAGE>
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 1, 1997 to the executive officers included in the Summary
Compensation Table:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
% OF TOTAL EXERCISE AT ASSUMED ANNUAL RATE
OPTIONS GRANTED OR BASE OF STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM (2)
NAME GRANTED (3) FISCAL YEAR ($/SHARE) DATE (1) 5% 10%
- ---- ----------- --------------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron 50,000 15.2% $26.97 3-14-06 $848,064 $2,149,162
Michael R. Ferron 10,000 3.0% $26.97 3-14-06 $169,613 $ 429,833
Kris Kelkar 10,000 3.0% $26.97 3-14-06 $169,613 $ 429,833
</TABLE>
(1) Options become exercisable at a rate of 25% per year, and have an
option term of ten years.
(2) 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 from the date and price of the option grant,
and that the option is exercised on the last day of the option period.
The computed stock values using the five and ten percent increases from
a beginning stock price of $26.97, were $43.93 and $69.95, respectively.
There can be no assurances, however, that such future stock values can be
achieved.
(3) Mr. Nichols, the Company's former Executive Vice President, Operations was
also granted 10,000 options at $26.97 on March 14, 1996. Only 2,500 of
these options are exercisable, and must be exercised prior to November 30,
1997. Accordingly, this grant was excluded from the option grant table
above since the future potential realizable values are based upon a ten
year option term, which is not available to Mr. Nichols since his
resignation in August 1996.
10
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
The following table sets forth information as to options exercised during the
year ended March 1, 1997 and options held at March 1, 1997 by executive
officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NUMBER UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OF SHARES OPTIONS HELD IN-THE-MONEY OPTIONS(3)
ACQUIRED ON VALUE ----------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE(2) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron 35,000 $963,550 77,500 147,500 $157,275 $199,575
Michael R. Ferron -- -- 145,000 40,000 467,200 28,200
Kris Kelkar -- -- 47,500 82,500 40,500 40,500
David R. Nichols -- -- 92,500 47,500 300,300 28,200
</TABLE>
(1) The value realized is computed by subtracting the option exercise
price from the fair value at dates of exercise, multiplied by the number
of shares acquired. Mr. Coron still holds the 35,000 shares acquired upon
the exercise of the options at $2.09 per share. Accordingly, to date,
Mr. Coron has not realized any value from this option exercise.
(2) Exercisable options include options which are considered exercisable
for the "Security Ownership of Certain Beneficial Owners and Management"
table on page 3 of this Proxy Statement.
(3) The value of in-the-money options is computed by subtracting the option
exercise prices from the market value at March 1, 1997 ($5.38) multiplied
by the number of in-the-money options outstanding. In-the-money options
are options whose exercise price is less than $5.38 per share.
11
<PAGE>
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 29, 1992:
[CHART]
(IN DOLLARS) 1992 1993 1994 1995 1996 1997
California Amplifier, Inc. 100 113 87 87 300 143
NASDAQ Stock Market 100 106 126 128 178 212
NASDAQ Telecommunications 100 121 167 152 201 195
12
<PAGE>
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 1, 1997. 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 such transactions occurred during the year ended March 1, 1997 other than
those described elsewhere herein.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP acted as the independent public accountants for the
Company during the fiscal year ended March 1, 1997. 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 February 28, 1998.
ANNUAL REPORT
The Annual Report to Stockholders for the fiscal year ended March 1, 1997 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 1, 1997 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 CORPORATE SECRETARY, CALIFORNIA AMPLIFIER, INC., 460 CALLE SAN PABLO,
CAMARILLO, CALIFORNIA 93012.
13
<PAGE>
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 February 28, 1998 must do so by sending
the proposal and supporting statements, if any, to the Company no later than
February 5, 1998. 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(s) acting under the Proxy.
By Order of the Board of Directors,
/s/MICHAEL R. FERRON
- -----------------------
Michael R. Ferron
Corporate Secretary
Camarillo, California
June 20, 1997
14
<PAGE>
CALIFORNIA AMPLIFIER, INC.
460 Calle San Pablo
Camarillo, California 93012
PROXY FOR 1997 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CALIFORNIA
AMPLIFIER, INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the accompanying Proxy Statement for the 1997 Annual
Meeting of Stockholders, revoking all prior proxies, hereby appoints Ira
Coron and Michael R. Ferron, 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 23, 1997 at the Annual Meeting of Stockholders to be
held on July 18, 1997 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, 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, AND IN THE
DISCRETION OF THE PROXIES ON MATTERS DESCRIBED IN ITEM 2.
1. Election of Directors: Ira Coron, Thomas L. Ringer, 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)
- -------------------------------------------------------------------------------
<PAGE>
2. 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:
Title:
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.
