SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2004 ____________________ Exact Name of Registrant as Specified in Its Charter: CALAMP CORP. ___________________________________ DELAWARE 0-12182 95-3647070 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 1401 N. Rice Avenue Oxnard, CA 93030 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement Effective December 13, 2004, Tracy Trent resigned from his position as President of CalAmp Corp.'s Solutions Division. Under the terms of a Separation Agreement entered into by Mr. Trent and the Company in conjunction with his resignation, Mr. Trent will be provided with the following severance payments and other benefits: * Severance in the aggregate amount of $255,000, payable over a twelve month period in equal bi-weekly payments, less regular tax deductions and withholdings. * Twelve months of paid COBRA premiums. * A laptop computer. The Separation Agreement also provides that paragraphs 7 and 8 of the Employment Agreement dated February 2, 2004 between Mr. Trent and the Company will remain in full force and effect. Paragraph 7 deals with proprietary information obligations and paragraph 8 deals with noninterference in the Company's business affairs. The Employment Agreement was included as Exhibit 10.15 to the Registration Statement on Form S-4 (No. 333-112851) filed on February 13, 2004. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Effective December 13, 2004, Tracy Trent resigned as President of the Company's Solutions Division. See Item 1.01 above regarding the description of the material terms of his Separation Agreement. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. CALAMP CORP. December 17, 2004 By: /s/ Richard K. Vitelle _________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer)