##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___to ___
 Commission File Number 0-5449
 COMARCO, INC.
 (Exact name of registrant as specified in its charter)
 California
    
    95-2088894(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification No.)25541 Commercentre Drive, Lake Forest, CA
    
    92630(Address of Principal Executive Offices)
    
    (Zip Code)
 
 Registrants telephone number, including area code:
(949) 599-7400
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on which RegisteredCommon Stock, $0.10 par value
    
    NASDAQ Stock Market
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o(Do not check if a smaller reporting
company)
    
    Smaller reporting company þ
 o þ




---



##### 



COMARCO, INC.
FORM 10-K/A
Amendment No. 1
FOR THE FISCAL YEAR ENDED JANUARY 31, 2009
 TABLE OF CONTENTS
 PagePART III
    
    
    1ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    6ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    10ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    12ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    12PART IV
    
    
    13ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    13EX-31.1EX-31.2
  EXPLANATORY NOTE




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Year FirstElected
    
    Other Public CompanyName
    
    Age
    
    Principal Position
    
    Director
    
    DirectorshipsRobert J. Majteles
    
    
    44
    
    
    Chairman of the Board
    
    
    2008
    
    
    Macrovision
Solutions
Corporation; U.S.
Auto Parts Network,
Inc.; Unify
Corporation; Adept
Technology, Inc.Gerald D. Griffin
    
    
    74
    
    
    Director
    
    
    1986
    
    
    NoneJeffrey R. Hultman
    
    
    69
    
    
    Director
    
    
    2000
    
    
    NoneSamuel M. Inman, III
    
    
    58
    
    
    Director and President and
Chief Executive Officer
    
    
    2007
    
    
    NoneRichard T. LeBuhn
    
    
    44
    
    
    Director
    
    
    2008
    
    
    NoneRobert W. Sundius, Jr.
    
    
    53
    
    
    Director
    
    
    2008
    
    
    None
    1




---



##### Table of Contents



2




---



##### Table of Contents



Executive Officers
  Name
    
    Age
    
    PositionWinston E. Hickman
    
    
    66
    
    
    Vice President and Chief Financial OfficerThomas W. Lanni
    
    
    56
    
    
    Vice President and Chief Technology OfficerDonald L. McKeefery
    
    
    47
    
    
    Vice President  Manufacturing & OperationsFredrik L. Torstensson
    
    
    39
    
    
    Vice President of Sales and Marketing
     3




---



##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Corporate Governance
 Code of Ethics
  Changes in Procedures for Shareholder Nominations
  4




---



##### Table of Contents



Audit Committee
  5




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 Executive Compensation
  Summary Compensation Table
 Non-EquityOption
    
    
    Incentive Plan
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    
    Awards(1)
    
    
    Compensation(2)
    
    
    Compensation(3)
    
    
    TotalPrincipal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Samuel M. Inman(4)
    
    
    2009
    
    
    $
    429,955
    (5)
    
    $
    8,168
    
    
    $
    
    
    
    $
    21,147
    
    
    $
    459,270President &
Chief Executive OfficerThomas A Franza (6)
    
    
    2009
    
    
    $
    138,051
    (7)
    
    $
    
    
    
    $
    
    
    
    $
    816,197
    
    
    $
    954,248Former President &
Chief Executive Officer
    
    
    2008
    
    
    $
    365,000
    
    
    $
    67,921
    
    
    $
    
    
    
    $
    47,032
    
    
    $
    479,953Winston E. Hickman(8)
    
    
    2009
    
    
    $
    308,183
    (9)
    
    $
    2,334
    
    
    $
    
    
    
    $
    21,372
    
    
    $
    331,889Vice President &
Chief Financial OfficerThomas W. Lanni
    
    
    2009
    
    
    $
    235,000
    
    
    $
    2,334
    
    
    $
    
    
    
    $
    44,321
    
    
    $
    281,655Vice President &
    
    
    2008
    
    
    $
    222,768
    
    
    $
    
    
    
    $
    125,000
    
    
    $
    44,037
    
    
    $
    391,805Chief Technology Officer
     Comarco Wireless      Technologies, Inc.
 
 (1)
    
    This column represents the dollar amounts to be recognized for financial statement
reporting purposes with respect to fiscal 2009 and 2008 for the fair value of stock options
granted to the named executive officers in fiscal 2009 and 2008, in accordance with FAS 123R.
The assumptions used in calculating the fair value of these stock options can be found under
Note 2 to the Consolidated Financial Statements in the Companys Annual Report on Form 10-K
for the year ended January 31, 2009. On November 12, 2008, Messrs. Inman, Hickman and Lanni
were granted options under the Companys 2005 Equity Incentive Plan, as amended (the 2005
Plan), to purchase 350,000, 100,000 and 100,000 shares, respectively, of the Companys common
stock at an exercise price of $1.09 per share. Such options vest with respect to 15% of the
shares underlying the options on each of the first four anniversaries of the grant date and
the remaining 40% of the shares underlying the options vest when the daily closing price of
the Companys common stock on The NASDAQ Stock Market is $5.00 or greater for 90 consecutive
days, if at all. On June 11, 2007, Mr. Franza was granted an option to purchase 25,000 shares
of the Companys common stock at an exercise price of $6.29 per share. Such option was
scheduled to vest with respect to 25% of the shares underlying the option on each of the first
four anniversaries of the grant date, however, Mr. Franzas employment with us ended on March
10, 2008 and the option expired unexercised.(2)
    
    This column represents cash payments payable to the Named Executive Officers under
our Executive Bonus Plan for the fiscal year indicated. 6




---



##### Table of Contents



(3)
    
    The amounts reported above under the heading All Other Compensation consist of the
following: All Other Compensation ($)Automobile
    
    
    Insurance
    
    
    Medical
    
    
    Tax
    
    
    401(k)
    
    
    TerminationName
    
    Year
    
    
    Use
    
    
    Premiums
    
    
    Expenses
    
    
    Gross-Ups
    
    
    Contributions
    
    
    Payments
    
    
    TotalSamuel M. Inman, III
    
    
    2009
    
    
    $
    
    
    
    $
    13,647
    
    
    $
    5,000
    
    
    $
    2,500
    
    
    $
    
    
    
    $
    
    
    
    $
    21,147Thomas A. Franza
    
    
    2009
    
    
    $
    44,509
    
    
    $
    6,825
    
    
    $
    
    
    
    $
    
    
    
    $
    11,500
    
    
    $
    753,363
    
    
    $
    816,1972008
    
    
    $
    12,995
    
    
    $
    20,442
    
    
    $
    1,563
    
    
    $
    782
    
    
    $
    11,250
    
    
    $
    
    
    
    $
    47,032Winston E. Hickman
    
    
    2009
    
    
    $
    
    
    
    $
    13,272
    
    
    $
    
    
    
    $
    
    
    
    $
    8,100
    
    
    $
    
    
    
    $
    21,372Thomas W. Lanni
    
    
    2009
    
    
    $
    
    
    
    $
    25,321
    
    
    $
    5,000
    
    
    $
    2,500
    
    
    $
    11,500
    
    
    $
    
    
    
    $
    44,3212008
    
    
    $
    
    
    
    $
    25,287
    
    
    $
    5,000
    
    
    $
    2,500
    
    
    $
    11,250
    
    
    $
    
    
    
    $
    44,037
 
 Automobile Use represents the value of taxable personal use of Company-provided automobiles
and, in the case of Mr. Franza, a Company-owned car transferred to Mr. Franza at the time his
employment with the Company ended. Medical Expenses represents cash payments attributable to
reimbursement of out-of-pocket medical expenses. Tax Gross-Ups represents cash payments made
to reimburse executive officers for taxes imposed on Company reimbursed out-of-pocket medical
expenses. Termination Payments represents cash payments made to Mr. Franza pursuant to the
terms of the separation and release agreement between Mr. Franza and the Company. Mr. Franzas
employment with us ended on March 10, 2008 and he received a separation payment of $669,164
(equal to 22 months compensation at his then base salary rate), as well as an additional lump
sum payment of $30,207 (equal to the aggregate premium for his participation in the Companys
health plan for 22 months). Additionally, upon termination Mr. Franza received a payment in the
amount of $53,992 representing his accrued vacation balance at the time of his termination.(4)
    
    Mr. Inman was appointed interim President and Chief Executive Officer in March 2008
and the interim designation was removed in July 2008.(5)
    
    This amount includes $153,954 in management fees paid to Mr. Inman for his services
as interim President and Chief Executive Officer from March 10, 2008 through July 3, 2008
pursuant to a management agreement between Mr. Inman and the Company. Mr. Inman became an
employee of the Company on July 3, 2008 and began receiving a salary on such date.(6)
    
    Mr. Franzas employment with us ended March 10, 2008.(7)
    
    Includes $82,833 paid to Mr. Franza as a consultant following the cessation of his
employment with the Company.(8)
    
    Mr. Hickman was appointed interim Chief Financial Officer in March 2008 and the
interim designation was removed in July 2008.(9)
    
    This amount includes $101,180 in management fees paid to Mr. Hickman for his
services as interim Chief Financial Officer from March 23, 2008 through July 3, 2008 pursuant
to a management agreement between Mr. Hickman and the Company. Mr. Hickman became an employee
of the Company on July 3, 2008 and began receiving a salary on such date. 7




---



##### Table of Contents



Outstanding Equity Awards at Fiscal 2009 Year-End Table
  Option AwardsNumber of Securities Underlying
    
    Equity Incentive PlanUnexercised Options
    
    Awards: Number ofSecurities UnderlyingUnexercised Unearned
    
    OptionExercisable
    
    Unexercisable
    
    Options
    
    Exercise Price
    
    Option ExpirationName
    
    (#)
    
    (#)
    
    (#)
    
    ($)
    
    DateSamuel M. Inman, III
    
    
    
    
    
    
    350,000
    (1)
    
    
    
    
    
    $
    1.09
    
    
    
    11-11-2018Thomas A. Franza(2)Winston E. Hickman
    
    
    
    
    
    
    100,000
    (3)
    
    
    
    
    
    $
    1.09
    
    
    
    11-11-2018Thomas W. Lanni
    
    
    24,000
    
    
    
    
    
    
    
    
    
    
    $
    23.667
    
    
    
    4-12-201010,000
    
    
    
    
    
    
    
    
    
    
    $
    11.600
    
    
    
    11-28-201110,000
    
    
    
    
    
    
    
    
    
    
    $
    9.890
    
    
    
    2-3-201410,000
    
    
    
    10,000
    (4)
    
    
    
    
    
    $
    10.430
    
    
    
    6-20-2016100,000
    (3)
    
    
    
    
    
    $
    1.09
    
    
    
    11-11-2018
 
 (1)
    
    Of the shares underlying unvested options, 140,000 shares will vest when and if the
closing price of the Companys common stock on The NASDAQ Stock Market is $5.00 or greater for
90 consecutive days and the remaining 210,000 shares will vest ratably over four years on each
of November 12, 2009, 2010, 2011, and 2012.(2)
    
    All of Mr. Franzas previously outstanding options expired unexercised during fiscal
2009.(3)
    
    Of the shares underlying unvested options, 40,000 shares will vest when and if the
closing price of the Companys common stock on The NASDAQ Stock Market is $5.00 or greater for
90 consecutive days and the remaining 60,000 shares will vest ratably over four years on each
of November 12, 2009, 2010, 2011, and 2012.(4)
    
    Of the shares underlying unvested options, 5,000 shares will vest on each of June
20, 2009 and 2010. Non-Qualified Deferred Compensation
  Potential Payments Upon Change of Control
  Non-Employee Director Compensation
  8




---



##### Table of Contents



Director Compensation Table
  Fees Earned or
    
    OptionPaid in Cash
    
    Awards(1)
    
    TotalName
    
    ($)
    
    ($)
    
    ($)Gerald D. Griffin
    
    $
    48,000
    
    
    $
    
    
    
    $
    48,000Jeffrey R. Hultman
    
    $
    52,000
    
    
    $
    
    
    
    $
    52,000Samuel M. Inman, III
    
    $
    24,000
    
    
    $
    
    
    
    $
    24,000Richard T. LeBuhn(2)
    
    $
    44,000
    
    
    $
    6,281
    
    
    $
    50,281Robert J. Majteles(3)
    
    $
    32,000
    
    
    $
    2,875
    
    
    $
    34,875Robert W. Sundius Jr. (2)
    
    $
    44,000
    
    
    $
    6,281
    
    
    $
    50,281Erik H. van der Kaay(4)
    
    $
    12,000
    
    
    $
    
    
    
    $
    12,000
 
 (1)
    
    This column represents the dollar amounts recognized for financial statement
reporting purposes for the fair value of stock options granted to the non-employee directors
in fiscal 2009, in accordance with FAS 123R. The assumptions used in calculating the fair
value of these stock options can be found under Note 2 to the Consolidated Financial
Statements in the Companys Annual Report on Form 10-K for the year ended January 31, 2009.
Upon joining the Companys Board of Directors in fiscal 2009, each of Messrs. LeBuhn, Majteles
and Sundius was granted options under the 2005 Plan to purchase 15,000 shares of the Companys
common stock at exercise prices of $4.53, $3.91 and $4.53, respectively, which options vest
ratably on each of the first four anniversaries of the grant dates, provided that on or after
the second anniversary of a directors election to the Board, all unvested options previously
granted are accelerated and all options granted thereafter become exercisable six months
following the date of grant.(2)
    
    Messrs. LeBuhn and Sundius were appointed to the Board of Directors on March 1,
2008.(3)
    
    Mr. Majteles was appointed to the Board of Directors on June 25, 2008.(4)
    
    Mr. van der Kaay resigned as Chairman of the Board and Compensation Committee and
as a Director on March 10, 2008. 9




---



##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
    
    each member of the Companys Board of Directors;
    
    each of the Companys executive officers named in the 2009 Summary
Compensation Table included in the Executive Compensation section of this Form
10-K/A Amendment No. 1;
    
    all directors and executive officers as a group; and
    
    each person or entity known to the Company that beneficially owns more than 5
percent of the Companys common stock.
   Number of Shares
    
    Percent ofName and Address of Beneficial Owner
    
    Beneficially Owned
    
    ClassRobert J. Majteles(1)
    
    
    3,750
    
    
    
    *Gerald D. Griffin (2)
    
    
    73,573
    
    
    
    1.00
    %Jeffrey R. Hultman (3)
    
    
    66,500
    
    
    
    1.00
    %Samuel M. Inman, III
    
    
    15,000
    
    
    
    *Richard T. LeBuhn (1)
    
    
    3,750
    
    
    
    *Robert W. Sundius, Jr. (1)
    
    
    3,750
    
    
    
    *Thomas A. Franza
    
    
    0
    
    
    
    Winston E. Hickman
    
    
    0
    
    
    
    Thomas W. Lanni (4)
    
    
    59,000
    
    
    
    1.00
    %All Directors and Executive Officers
as a group (10 persons) (5)
    
    
    262,965
    
    
    
    3.5
    %T. Rowe Price Associates (6)
T. Rowe Price Small-Cap Value Fund
100 East Pratt Street
Baltimore, MD 21202
    
    
    726,000
    
    
    
    9.9
    %Grueber & McBaine (7)
50 Osgood Place, Penthouse
San Francisco, CA 94133
    
    
    472,126
    
    
    
    6.44
    %Broadwood Partners, L.P. (8)
Broadwood Capital, Inc.
Neal Bradsher
724 Fifth Avenue, 9th Floor
New York, New York 10019
    
    
    1,548,636
    
    
    
    21.14
    %Special Situations Funds (9)
Austin W. Marxe and David M. Greenhouse
153 East 53rd St. 55th Floor
New York, NY 10022
    
    
    1,256,306
    
    
    
    17.15
    %Elkhorn Partners Limited Partnership (10)P. O. Box 818
Elkhorn, NE 68022
    
    
    690,722
    
    
    
    9.42
    %
 
 *
    
    Indicates less than 1 percent of the outstanding shares of common stock. 10




---



##### Table of Contents



(1)
    
    Includes 3,750 shares that Messrs. Majteles, LeBuhn and Sundius have a right to
acquire within 60 days of May 22, 2009, by stock option exercise.(2)
    
    Includes 66,500 shares that Mr. Griffin has a right to acquire within 60 days of May
22, 2009, by stock option exercise.(3)
    
    Includes 66,500 shares that Mr. Hultman has a right to acquire within 60 days of May
22, 2009, by stock option exercise.(4)
    
    Includes 59,000 shares that Mr. Lanni has a right to acquire within 60 days of May
22, 2009, by stock option exercise.(5)
    
    Includes an aggregate of 254,000 shares held by the Companys executive officers and
directors that are subject to options exercisable within 60 days of May 22, 2009.(6)
    
    Based on a Schedule 13G (Amendment 16) filed with the SEC on February 12, 2009.(7)
    
    Based on a Schedule 13G filed with the SEC on February 2, 2009 on behalf of Grueber
& McBaine Capital Management, LLC (GMCM).(8)
    
    Based on a Schedule 13D (Amendment 9) filed with the SEC on April 29, 2008.(9)
    
    Based on a Schedule 13G (Amendment 4) with the SEC by Austin Marxe and David
Greenhouse on February 13, 2009 with respect to shares owned by various Special Situations
funds.(10)
    
    Based on a Schedule 13D (Amendment 7) filed with the SEC on behalf of Elkhorn
Partners Limited Partnership on July 2, 2008. EQUITY COMPENSATION PLAN INFORMATION
  Number of SecuritiesRemaining Availablefor Future IssuanceNumber of Securities to
    
    
    
    
    
    Under Equitybe Issued Upon
    
    Weighted-Average
    
    Compensation PlansExercise of
    
    Exercise Price of
    
    (excluding securitiesOutstanding Options,
    
    Outstanding Options,
    
    reflected in the firstPlan Category
    
    Warrants, and Rights
    
    Warrants, and Rights
    
    column)Equity compensation plans approved by security holders
    
    
    1,184,000
    
    
    $
    4.34
    
    
    
    171,625
    (1)Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,184,000
    
    
    $
    4.34
    
    
    
    171,625
    (1)
 
 (1)
    
    Number of shares of common stock available for future issuance is comprised of 625
shares under the Director Stock Option Plan and 171,000 shares under the 2005 Plan. 11




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Transactions with Related Persons
  Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit Fees
  Audit-Related Fees
  Tax Fees
   All Other Fees
  Pre-Approval Policies and Procedures
  12




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 Exhibits
  ExhibitNumber
    
    Exhibit Title31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
Executive Officer.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
Financial Officer.
 
 13




---



##### Table of Contents



COMARCO, INC. AND SUBSIDIARIES
 
 SIGNATURES
  COMARCO, INC./s/ SAMUEL M. INMAN, IIISamuel M. Inman, IIIPresident and Chief Executive Officer 14




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Title31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
Executive Officer.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of our Chief
Financial Officer.
 15