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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 26, 1996
REMEC, INC.
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-27414 95-3814301
(Commission File Number) (IRS Employer Identification No.)
9404 Chesapeake Drive, San Diego, California 92123
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (619) 560-1301
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Total pages ___.
Exhibit Index at page ___.
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Item 2. Acquisition or Disposition of Assets
On August 26, 1996 REMEC Acquisition Corporation, a California
corporation ("RAC") and wholly-owned subsidiary of REMEC, Inc. a California
corporation (the "Registrant"), merged (the "Merger") with and into Magnum
Microwave Corporation, a California corporation ("Magnum"). As a result of the
Merger, RAC ceased to exist, all issued and outstanding shares of capital stock
of Magnum were converted into approximately 1,081,486 shares of the Registrant's
Common Stock, and Magnum became a wholly-owned subsidiary of the Registrant.
To determine the consideration paid to the shareholders of Magnum, the
Registrant considered such factors as the complementary product lines and
potential long-term benefits that may result from the Merger, historical
performance of the Registrant and Magnum, managerial and technical strengths of
the Registrant and Magnum, potential benefits to shareholders of the Registrant
and fairness to the Registrant of the ratio at which the shares of Magnum Common
Stock were converted into Common Stock of the Registrant.
Magnum designs, develops, manufactures and markets radio frequency and
microwave components and subsystems that are used in telecommunications systems,
avionics, test instrumentation and military electronics.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Magnum filed as part of this Form 8-K
include the following:
Report of Ernst & Young LLP, Independent Auditors*
Balance Sheets at March 31, 1995 and March 29, 1996*
Interim Balance Sheet at April 26, 1996*
Statements of Income for the years ended April 1, 1994, March 31,
1995 and March 29, 1996*
Interim Statement of Income for the three months ended April 26,
1996*
Statements of Shareholders' Equity as of April 2, 1993, April 1,
1994, March 31, 1995 and March 29, 1996*
Statements of Cash Flows for the years ended April 1, 1994, March
31, 1995 and March 29, 1996*
Notes to Financial Statements*
(b) Pro Forma Financial Information filed as part of this Form 8-K
include the following:
Pro Forma Condensed Combined Balance Sheet at May 5, 1996*
Pro Forma Condensed Combined Statement of Income for the three
months ended May 5, 1996*
Pro Forma Condensed Combined Statement of Income for the year
ended January 31, 1996*
Pro Forma Condensed Combined Statement of Income for the year
ended January 31, 1995*
Pro Forma Condensed Combined Statement of Income for the year
ended January 31, 1994*
Notes to Pro Forma Condensed Combined Financial Statements*
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(c) Exhibits
2.1 Agreement and Plan of Reorganization and
Merger dated May 16, 1996, as amended by
Amendment No. 1 thereto dated July 25, 1996,
among Magnum Microwave Corporation, a
California corporation, REMEC, Inc., a
California corporation and REMEC Acquisition
Corporation, a California corporation.*
23.1 Consent of Ernst & Young LLP, Independent Auditors
* Incorporated by reference to Registration Statement on
Form S-4 (Registration No. 333-05343) declared effective
by the Securities and Exchange Commission on July 30, 1996.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereto duly authorized.
REMEC, Inc.
Date: September 9, 1996 By: /s/ THOMAS A. GEORGE
Thomas A. George
Chief Financial Officer, Senior
Vice President, and Secretary
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Exhibit Index
Sequentially
Exhibit No. Exhibit Description Numbered Page
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2.1 Agreement and Plan of Reorganization and Merger dated May 16,
1996 and as amended by Amendment No. 1 thereto dated July 25,
1996 among Magnum Microwave Corporation, a California
corporation, REMEC, Inc., a California corporation and REMEC
Acquisition Corporation, a California corporation.*
23.1 Consent of Ernst & Young LLP
* Incorporated by reference to exhibits to Registration
Statement on Form S-4 (Registration No. 333-05343)
declared effective by the Securities and Exchange
Commission on July 30, 1996.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on
Form 8-K to the use of our report dated February 29, 1996 with respect to the
consolidated financial statements of REMEC, Inc. and our report dated May 23,
1996 with respect to the financial statements of RF Microsystems, Inc. for the
year ended December 31, 1995, included in the registration Statement (Form S-4
No. 333-05343) as amended of REMEC, Inc. filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Diego, California
September 9, 1996
We consent to the incorporation by reference in the Current Report on
Form 8-K to the use of our report dated May 10, 1996 with respect to the
financial statements of Magnum Microwave Corporation, included in the
Registration Statement (Form S-4 No. 333-05343) as amended of REMEC, Inc.,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Jose, California
September 9, 1996
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