UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
CALAMP CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
128126109
--------------------
(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ X / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Quaker Capital Management Corporation
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1495646
----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of
Pennsylvania
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 1,547,700
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 1,547,700
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,547,700
---------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 6.14%
------
12) TYPE OF REPORTING PERSON IA
------
Page 2 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Quaker Capital Partners I, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1778076
----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 966,500
-------
6) SHARED VOTING POWER 0
-------
7) SOLE DISPOSITIVE POWER 966,500
-------
8) SHARED DISPOSITIVE POWER 0
-------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 966,500
-------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 581,200 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.84%
-----
12) TYPE OF REPORTING PERSON PN
-----
Page 3 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Quaker Premier, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 25-1778068
----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 966,500
-------
6) SHARED VOTING POWER 0
-------
7) SOLE DISPOSITIVE POWER 966,500
-------
8) SHARED DISPOSITIVE POWER 0
-------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 966,500
-------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 581,200 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners II, L.P.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 3.84%
-----
12) TYPE OF REPORTING PERSON PN
-----
Page 4 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Quaker Capital Partners II, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 11-3667966
----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 581,200
-------
6) SHARED VOTING POWER 0
-------
7) SOLE DISPOSITIVE POWER 581,200
-------
8) SHARED DISPOSITIVE POWER 0
-------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 581,200
-------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 966,500 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners I, L.P.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.31%
-----
12) TYPE OF REPORTING PERSON PN
-----
Page 5 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Quaker Premier II, L.P.
-------------------------------------
S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON 30-0135937
----------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 581,200
-------
6) SHARED VOTING POWER 0
-------
7) SOLE DISPOSITIVE POWER 581,200
-------
8) SHARED DISPOSITIVE POWER 0
-------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 581,200
-------
10) CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Excludes 966,500 shares of the Issuer's Common Stock owned of record by
Quaker Capital Partners I, L.P.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 2.31%
-----
12) TYPE OF REPORTING PERSON PN
-----
Page 6 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
1) NAME OF REPORTING PERSON
Mark G. Schoeppner
-------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION United States
of America
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER 0
---------
6) SHARED VOTING POWER 0
---------
7) SOLE DISPOSITIVE POWER 0
---------
8) SHARED DISPOSITIVE POWER 0
---------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 0
---------
10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ X ]
Mark G. Schoeppner disclaims beneficial ownership of 1,547,700 shares of
the Issuer's Common Stock that may be deemed to be beneficially owned by
Quaker Capital Partners I, L.P. and Quaker Capital Partners II, L.P.
11) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) 0%
------
14) TYPE OF REPORTING PERSON IN
------
Page 7 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
Item 1.
(a) Name of Issuer
CALAMP CORP.
--------------------------------------------------------------
(b) Address of Issuer's Principal Executive Offices
1401 N. Rice Avenue, Oxnard, CA 93030
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Item 2.
(a) Names of Persons Filing
Quaker Capital Management Corporation
Quaker Capital Partners I, L.P.
Quaker Capital Partners II, L.P.
Quaker Premier, L.P.
Quaker Premier II, L.P.
Mark G. Schoeppner
--------------------------------------------------------------
(b) Address of Principal Business Office or, if none, Residence
601 Technology Drive, Suite 310, Canonsburg,
Pennsylvania 15317
--------------------------------------------------------------
(c) Citizenship
Quaker Capital Management Corporation - Pennsylvania
Corporation
Quaker Capital Partners I, L.P. - Delaware partnership
Quaker Capital Partners II, L.P.- Delaware partnership
Quaker Premier, L.P. - Delaware partnership
Quaker Premier II, L.P. - Delaware partnership
Mark G. Schoeppner - United States citizen
--------------------------------------------------------------
(d) Title of Class of Securities
Common Stock
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(e) CUSIP Number
128126109
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Page 8 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker of dealer registered under section 15 of the Act;
(b) / / Bank as defined in section 3(a)(6) of the Act;
(c) / / Insurance company as defined in section 3(a)(19) of the
Act;
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) / X / An investment adviser in accordance with ss.240.13d-1(b)(l)
(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance
with ss.240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with ss.240.13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14)of the Investment
Company Act of 1940;
(j) / / Group, in accordance with ss.240.13d-1((b)(l)(ii)(J)
Item 4. Ownership
---------
Quaker Capital Management Corporation:
(a) Amount Beneficially Owned: 1,547,700
The filing of this report shall not be construed as an admission
that Quaker Capital Management Corporation is, for purposes of
Section 13(d) or 13(g) of the Act or for any other purposes, the
beneficial owner of these securities. Quaker Capital Management
Corporation disclaims beneficial ownership of all 1,547,700
shares covered by this Schedule 13G/A.
Page 9 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
(b) Percent of Class: 6.14%
(c)
(i) Sole power to vote or direct the vote: 1,547,700
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 1,547,700
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Capital Partners I, L.P.:
a) Amount Beneficially Owned: 966,500
The filing of this report shall not be construed as an admission
that Quaker Capital Partners I, L.P. is, for purposes of Section
13(d) or 13(g) of the Act or for any other purposes, the
beneficial owner of these securities. Quaker Capital Partners I,
L.P. disclaims beneficial ownership of 581,200 shares covered by
this Schedule 13G/A.
(b) Percent of Class: 3.84%
(c)
(i) Sole power to vote or direct the vote: 966,500
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 966,500
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Premier, L.P.:
a) Amount Beneficially Owned: 966,500
The filing of this report shall not be construed as an admission
that Quaker Premier, L.P. is, for purposes
Page 10 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
of Section 13(d) or 13(g) of the Act or for any other purposes,
the beneficial owner of these securities. Quaker Premier, L.P.
disclaims beneficial ownership of 581,200 shares covered by this
Schedule 13G/A.
(b) Percent of Class: 3.84%
(c)
(i) Sole power to vote or direct the vote: 966,500
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 966,500
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Capital Partners II, L.P.:
a) Amount Beneficially Owned: 581,200
The filing of this report shall not be construed as an admission
that Quaker Capital Partners II, L.P. is, for purposes of Section
13(d) or 13(g) of the Act or for any other purposes, the
beneficial owner of these securities. Quaker Capital Partners II,
L.P. disclaims beneficial ownership of 966,500 shares covered by
this Schedule 13G/A.
(b) Percent of Class: 2.31%
(c)
(i) Sole power to vote or direct the vote: 581,200
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 581,200
(iv) Shared power to dispose or direct the disposition of: 0
Quaker Premier II, L.P.:
a) Amount Beneficially Owned: 581,200
Page 11 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
The filing of this report shall not be construed as an admission
that Quaker Premier II, L.P. is, for purposes of Section 13(d) or
13(g) of the Act or for any other purposes, the beneficial owner
of these securities. Quaker Premier II, L.P. disclaims beneficial
ownership of 966,500 shares covered by this Schedule 13G/A.
(b) Percent of Class: 2.31%
(c)
(i) Sole power to vote or direct the vote: 581,200
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 581,200
(iv) Shared power to dispose or direct the disposition of: 0
Mark G. Schoeppner:
a) Amount Beneficially Owned: 0
The filing of this report shall not be construed as an admission
that Mark G. Schoeppner is, for purposes of Section 13(d) or
13(g) of the Act or for any other purposes, the beneficial owner
of these securities. Mark G. Schoeppner disclaims beneficial
ownership of all 1,547,700 shares covered by this Schedule 13G/A.
(b) Percent of Class: 0%
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 0
Page 12 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following:
----------
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Page 13 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
February 13, 2009 QUAKER CAPITAL MANAGEMENT CORPORATION
/s/ Mark G. Schoeppner
--------------------------------------------
Mark G. Schoeppner, President
QUAKER CAPITAL PARTNERS I, L.P.
By: Quaker Premier, L.P., its
general partner
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
----------------------------------
Mark G. Schoeppner
President
QUAKER PREMIER, L.P.
By: Quaker Capital Management Corporation,
its general partner
By: /s/ Mark G. Schoeppner
----------------------------------
Mark G. Schoeppner
President
QUAKER CAPITAL PARTNERS II, L.P.
By: Quaker Premier II, L.P., its general
partner
By: Quaker Capital Management
Corporation, its general partner
By: /s/ Mark G. Schoeppner
----------------------------------
Mark G. Schoeppner
President
Page 14 of 15 Pages
SCHEDULE 13G/A
CUSIP NO. 128126109
QUAKER PREMIER II, L.P.
By: Quaker Capital Management Corporation,
its general partner
By: /s/ Mark G. Schoeppner
----------------------------------
Mark G. Schoeppner
President
/s/ Mark G. Schoeppner
--------------------------------------------
Mark G. Schoeppner
Page 15 of 15 Pages