<PAGE>
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
Filed by the Registrant X
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
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 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 (1) (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:
<PAGE>
CALIFORNIA AMPLIFIER, INC.
- -------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held July 17, 1998
- -------------------------------------------------------------------------
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 17, 1998 at 10:00 a.m. local
time, for the purpose of considering and acting upon the following
proposals:
1.To elect five 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 22, 1998 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 6, 1998 until
July 17, 1998 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 18, 1998
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 17, 1998
Approximate date of mailing: June 18, 1998
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 17, 1998
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 22, 1998 have the right to receive notice of and to vote at the Annual
Meeting. On May 22, 1998, California Amplifier had issued and outstanding
11,779,572 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.
<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 the nominees for director and 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.
<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 22, 1998 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 of the Board
of Directors 185,000 1.5%
Fred Sturm, Chief Executive Officer,
President, and Director 8,500 *
Philip Cox, Vice President,
Wireless Products 7,500 *
Michael R. Ferron, Vice President,
Finance, Chief Financial Officer
and Corporate Secretary 162,500 1.3%
Robert Hannah, Vice President,
Satellite Products 37,500 *
Kris Kelkar, Vice President,
Voice and Data Products 87,100 *
Arthur H. Hausman, Director 45,210 *
William E. McKenna, Director 196,300 1.6%
Thomas L. Ringer, Director 19,000 *
All directors and executive officers
as a group (nine persons) 748,610 6.0%
FMR Corp. (Fidelity Investments) (4) 695,300 5.5%
</TABLE>
* Less than 1.0% ownership
(1) The address of each Messrs. Coron, Sturm, Cox, Ferron, Hannah,
Kelkar, Hausman, McKenna, and Ringer is 460 Calle San Pablo,
Camarillo, California 93012.
<PAGE>
(2)Includes shares purchasable upon exercise of exercisable stock options as of
May 22, 1998 or within 60 days thereafter, but excludes the shares
purchasable upon exercise of stock options which are not exercisable as of
May 22, 1998 or within 60 days thereafter:
Exercisable Unexercisable
-----------------------------
Ira Coron 150,000 105,000
Fred Sturm --- 120,000
Philip Cox 7,500 57,500
Michael R. Ferron 162,500 42,500
Robert Hannah 37,500 57,500
Kris Kelkar 85,000 90,000
Arthur H Hausman 40,000 ---
William E. McKenna 60,000 ---
Thomas L. Ringer 16,000 ---
(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 22, 1998 (11,779,572 shares), plus the number of shares of Common
Stock subject to options exercisable currently or within 60 days of May 22,
1998 by such persons.
(4)This information is based solely on the Schedules 13F which was filed with
the Securities and Exchange Commission by such entity which states that these
shares were beneficially owned as of March 31, 1998
<PAGE>
PROPOSAL No. 1
ELECTION OF DIRECTORS
A board of five 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 five 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 calendar year each was first elected as a director and the positions each
currently holds with the Company:
Capacities in Director
Name Age Which Served Since
- -------------------------------------------------------------------
Ira Coron 69 Chairman of the Board
of Directors 1994
Fred Sturm 40 Chief Executive Officer,
President, and Director 1997
Arthur H. Hausman 74 Director 1987
William E. McKenna 78 Director 1983
Thomas L. Ringer 66 Director 1996
Ira Coron joined the Company as Chairman and Chief Executive Officer in March
1994, and in August 1997 relinquished his responsibilities as Chief Executive
Officer. 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 Made 2 Manage
Systems, Inc., and CMC Industries, Inc.
Fred M. Sturm was appointed Chief Executive Officer and President in August
1997. Prior to joining the Company from 1990 to 1997, Mr. Sturm was President of
Chloride Power Systems (USA), and Managing Director of Chloride Safety,
Security, and Power Conversion (UK), both of which are part of Chloride Group,
PLC (LSE: CHLD). Chloride Group, based in London, has annual revenues of about
$180 million. From 1983 to 1990, he held a variety of general management
positions with M/A-Com and TRW Electronics, which served RF and microwave
markets.
<PAGE>
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.
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., and Chairman of
the Board of M.S. Aerospace, Inc. a manufacturer of precision
fasteners. 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 Aquatic Water
Systems, Inc., Document Sciences Corporation, 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 two
committees: The Audit Committee and the Compensation Committee. The
Audit Committee is composed of Messrs. McKenna and Ringer, with Mr.
McKenna serving as Chairman. The Compensation Committee is composed of
Messrs. Hausman and McKenna with Mr. Hausman serving as Chairman. No
member of either committee is a former or current officer or employee
of the Company.
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, to
monitor the internal control environment within the Company, 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.
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, incentive and discretionary bonuses, and
stock option grants.
<PAGE>
BOARD OF DIRECTOR AND COMMITTEE ATTENDANCE
In fiscal year 1998, the Board of Directors held nine meetings, the Compensation
Committee held seven meetings, and the Audit Committee held two meetings. All
directors attended more than 75% of the aggregate of board and committee
meetings held during fiscal year 1998, 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 FIVE NOMINEES LISTED ABOVE.
<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. The Company generally
attempts to place its executives' base salaries at the top 50% of companies of
similar size in these surveys. 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 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 1998, 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 for fiscal year
1998.
<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 1998.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The Chief Executive base salary, incentive bonus, and stock option grants are
based upon the top 50% of salaries for Chief Executive Officers of companies of
similar size as the Company as reported in the surveys referred to above.
Mr. Coron's salary for fiscal year 1998 was $230,000 and no bonus was paid to
Mr. Coron with respect to fiscal year 1998 because the Company's profit
objectives were not achieved. In fiscal year 1998 Mr. Coron was granted stock
options to purchase 80,000 shares of Common Stock under the Option Plan upon his
appointment as Chief Executive Officer.
Mr. Sturm was elected as Chief Executive Officer in August 1997. Mr.
Sturm's current salary is $220,000. Mr. Sturm, upon his appointment as
Chief Executive Officer in August 1997, was granted options to purchase
120,000 shares of Common Stock under the Option Plan.
COMPENSATION COMMITTEE
Arthur H. Hausman
William E. McKenna
<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 February 28, 1998 of (i) the Chief Executive Officer and (ii)
the four most highly compensated executive officers:
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual Compensation Stock
Name and Fiscal ------------------- Option All Other
Principal Position Year Salary Bonus Grants Compensation(6)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ira Coron 1998 $230,000 $ 0 80,000 $28,412
Chairman of the Board (1) 1997 $230,000 $ 0 50,000 $ 9,930
1996 $200,000 $130,000 60,000 $ 9,414
Fred M. Sturm (2) 1998 $112,405 $ 0 120,000 $92,408
Chief Executive Officer
and President
Philip Cox (3) 1998 $150,691 $ 0 50,000 $ 5,523
Vice President, Wireless 1997 $100,770 $ 0 15,000 $16,278
Products
Michael R. Ferron 1998 $148,502 $ 0 30,000 $ 4,925
Vice President, Finance, 1997 $148,000 $ 0 10,000 $ 5,608
Chief Financial Officer 1996 $142,500 $ 64,838 30,000 $ 5,931
and Corporate Secretary
Robert Hannah (4) 1998 $130,078 $ 0 55,000 $ 3,960
Vice President, Satellite 1997 $120,000 $ 10,000 --- $ 3,824
Products 1996 $106,025 $ 29,848 40,000 $12,532
Kris Kelkar (5) 1998 $131,849 $ 0 45,000 $ 4,107
Vice President, Voice 1997 $144,000 $ 0 10,000 $ 4,666
and Data Products 1996 $125,000 $ 68,900 120,000 $21,967
</TABLE>
(1) Effective August 1997, Mr. Coron relinquished his responsibilities as
Chief Executive Officer, and as of March 1998 Mr. Coron's annual salary
was reduced to $50,000. Included in "All Other Compensation" in fiscal
year 1998 is $18,889 which relates to payment of accrued vacation.
(2) Mr. Sturm was appointed Chief Executive Officer in August 1997 at an
annual salary of $210,000. Included in "All Other Compensation" is $91,363
which represents amounts relating to relocation expenses from London,
England, and payment of incentive compensation amounts forfeited by Mr.
Sturm at his prior employer when he joined California Amplifier.
(3) Mr. Cox joined California Amplifier in July 1996, and was appointed an
executive officer in January 1998. Included in "All Other Compensation"
for fiscal year 1997 is $13,000 paid to Mr. Cox in conjunction with his
relocation upon joining California Amplifier.
(4) Mr. Hannah joined California Amplifier in April 1995, and was appointed an
executive officer in January 1998. Included in "All Other Compensation"
for fiscal year 1996 is $10,000 paid to Mr. Hannah in conjunction with his
relocation upon joining California Amplifier.
(5) Mr. Kelkar joined the Company in 1996. Included in 1996 "All Other
Compensation" is $18,898 paid to Mr. Kelkar in conjunction with his
relocation upon joining California Amplifier.
(6) Includes Company matching of employee contributions pursuant to the
Company's 401-K plan, and premiums paid by the Company for additional life
insurance benefits.
<PAGE>
OPTIONS GRANT TABLE
The following table sets forth information on grants of stock options pursuant
to the Company's 1989 Key Employee Stock Option Plan during the year ended
February 28, 1998 to the executive officers included in the Summary Compensation
Table:
<TABLE>
<CAPTION>
Potential
Realizable Value
% of Total Exercise at Assumed Annual Rate
Options Granted or Base of Stock Price Appreciation
Options to Employees in Price Expiration for Option Term (2)
Name Granted Fiscal Year ($/share) Date (1) 5% 10%
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron 80,000 8.2% $3.88 4/14/07 $171,312 $421,507
Fred Sturm 120,000 12.3% $4.09 8/19/07 $270,592 $666,481
Philip Cox 15,000 1.5% $3.88 4/14/07 $32,087 $79,033
35,000 3.6% $2.15 1/14/08 $41,487 $102,186
Michael R. Ferron 30,000 3.1% $3.88 4/14/07 $64,175 $158,065
Robert Hannah 30,000 3.1% $3.88 4/14/07 $64,175 $158,065
25,000 2.6% $2.15 1/14/08 $29,634 $72,990
Kris Kelkar 20,000 2.0% $3.88 4/14/07 $42,783 $105,377
25,000 2.6% $2.15 1/14/08 $29,634 $72,990
</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 (expiration
date). There can be no assurances, however, that such future stock annual
appreciation percentage values can be achieved.
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
The following table sets forth information as to options exercised during the
year ended February 28, 1998 and options held at February 28, 1998, by executive
officers named in the Summary Compensation Table as set forth below:
<TABLE>
<CAPTION>
Number of Securities
Number Underlying Unexercised Value of Unexercised
of Shares Options Held In-The-Money Options (2)
Acquired on Value ----------------------------- --------------------------
Name Exercise Realized Exercisable(1) Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron --- --- 150,000 105,000 $51,400 $ 2,775
Fred Sturm --- --- --- 120,000 --- ---
Michael R. Ferron --- --- 162,500 42,500 $158,825 $ 900
Philip Cox --- --- 7,500 57,500 --- $21,000
Robert Hannah --- --- 37,500 57,500 --- $15,000
Kris Kelkar --- --- 85,000 90,000 --- $15,000
</TABLE>
(1)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.
(2)The value of in-the-money options is computed by subtracting the option
exercise prices from the market value at February 28, 1998 ($2.75) multiplied
by the number of in-the-money options outstanding. In-the-money options are
options whose exercise price is less than $2.75 per share.
<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 27, 1993:
[CHART]
(IN DOLLARS) 1993 1994 1995 1996 1997 1998
-------------------------------------------------------------------
California Amplifier, Inc. 100 87 87 300 143 73
NASDAQ Stock Market 100 126 128 178 212 290
NASDAQ Telecommunications 100 167 152 201 195 335
<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 February 28, 1998. 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 February 28, 1998 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 February 28, 1998. 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 27, 1999.
ANNUAL REPORT
The Annual Report to Stockholders for the fiscal year ended February 28, 1998 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 FEBRUARY 28, 1998 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.
<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 27, 1999 must do so by sending the proposal
and supporting statements, if any, to the Company no later than February 5,
1999. 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 18, 1998
<PAGE>
CALIFORNIA AMPLIFIER, INC.
460 Calle San Pablo
Camarillo, California 93012
PROXY FOR 1998 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 17, 1998
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 1998 Annual Meeting of
Stockholders, revoking all prior proxies, hereby appoints Fred M. Sturm 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 22,
1998 at the Annual Meeting of Stockholders to be held on July 17, 1998 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)
<PAGE>
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, Fred M. Sturm, Thomas L.
Ringer, William E. McKenna, and Arthur H. Hausman
FOR all Nominees listed (except as noted 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. 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.
