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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) : April 30, 1996
REMEC, Inc.
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(Exact name of registrant as specified in its charter)
California 0-27414 95-3814301
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
9404 Chesapeake Drive, San Diego, CA 92123
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(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 560-1301
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N/A
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(Former name or former address, if changed since last report)
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Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of RF Microsystems, Inc., as of and for
the year ended December 31, 1995 (incorporated by reference to
REMEC, Inc.'s Registration Statement on Form S-4 (No.
333-05343) as filed on June 6, 1996 (the "Form S-4") pages F-16
- F-21).
(b) Pro Forma Condensed Combined Balance Sheet of REMEC, Inc. and
RF Microsystems, Inc., as of January 31, 1996 (attached as
exhibit 99.1) and Pro Forma Condensed Combined Statements of
Income of REMEC, Inc. and RF Microsystems, Inc. for the three
months ended May 5, 1996 and for the year ended January 31,
1996 and the notes thereto (incorporated by reference to the
Form S-4, pages 29-35).
(c) Exhibits
2.1 Stock Purchase Agreement dated March 31, 1996 by and
between STM Wireless Inc., a Delaware corporation, and
REMEC, Inc. (previously filed with the Form 8-K dated April
30, 1996).
23.1 Consent of Ernst & Young LLP.
99.1 Pro Forma Condensed Combined Balance Sheet of REMEC, Inc.,
and RF Microsystems, Inc., as of January 31, 1996
SIGNATURES
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 hereunder duly authorized in the City of San Diego, State of
California, on this 25th day of June, 1996.
REMEC, Inc.
By:/s/ Thomas A. George
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Thomas A. George
Chief Financial Officer,
Senior Vice President and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
<S> <C> <C>
23.1 Consent of Ernst &Young LLP 4
99.1 Pro Forma Condensed Combined Balance Sheet of 5
REMEC, Inc., and RF Microsystems, Inc., as of January 31,
1996
</TABLE>
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference of 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 REMEC, Inc.'s Registration Statement on
Form S-4 (No. 333-05343) as filed on June 6, 1996) in this Current Report on
Form 8-K/A and in the Registration Statement (Form S-8 No. 333-04224) pertaining
to the Equity Incentive Plan and the Employee Stock Purchase Plan of REMEC, Inc.
/s/ Ernst & Young LLP
San Diego, California
June 21, 1996
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Exhibit 99.1
REMEC, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The following unaudited pro forma condensed combined balance sheet gives effect
to the acquisition of RF Microsystems, Inc. ("RFM") by REMEC, Inc. ("REMEC" or
the "Company") as of January 31, 1996. The pro forma condensed combined balance
sheet is based on the historical financial statements of RFM and the Company
giving effect to the transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes.
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REMEC, INC
PRO FORMA CONDENSED COMBINED BALANCE SHEET
January 31, 1996
Unaudited, in thousands
<TABLE>
<CAPTION>
January 31, 1996 December 31, 1995 Pro Forma Pro Forma
REMEC RFM Adjustments Combined
----- --- ----------- --------
<S> <C> <C> <C> <C>
Cash and short term investments......................... $ 434 $82 $516
Accounts receivable..................................... 4,290 1,168 5,458
Inventories............................................. 11,090 727 11,817
Other current assets.................................... 1,253 44 1,297
-------- ---------- ---------
Total current assets............................... 17,067 2,021 19,088
Property plant and equipment, net....................... 8,578 387 8,965
Intangible and other assets............................. 2,339 160 2,963(a) 5,462
-------- ---------- ---------
Total assets....................................... $27,984 $2,568 $33,515
======== ========== ==========
Short term debt and current portion of
long term debt...................................... $ ---- $629 3,933 (b) $4,562
Accounts payable........................................ 2,947 601 3,548
Accrued expenses........................................ 5,053 235 133 (c) 5,421
Advances from Parent.................................... --- 1,050 (1,050) (d) ----
-------- ---------- ---------
Total current liabilities.......................... 8,000 2,515 13,531
Long term debt, net of current portion.................. 1,900 1,900
Other long term liabilities............................. 1,351 1,351
Total shareholders equity............................... 16,733 53 (53) (d) 16,733
-------- ---------- ----------
Total liabilities and shareholders' equity.. $27,984 $ 2,568 $33,515
======== ========== ==========
</TABLE>
See accompanying notes to Pro Forma Condensed Combined Balance Sheet.
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REMEC, INC.
NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET
(Unaudited)
Note A - Acquisition
Effective April 30, 1996, REMEC acquired all of the outstanding
common stock of RFM and certain other assets in exchange for cash consideration
of approximately $4,066,000. The acquisition has been accounted for as a
purchase, and accordingly, the total purchase price has been allocated to the
acquired assets and liabilities assumed at their estimated fair values in
accordance with the provisions of Accounting Principles Board Opinion No. 16.
The estimated excess of the purchase price over the net assets acquired is being
carried as intangible assets, including purchased technology, and will be
amortized over its estimated life of 15 years.
The unaudited pro forma condensed combined balance sheet as of
January 31, 1996 has been prepared to reflect the acquisition of RFM as if it
had occurred on January 31, 1996. The pro forma condensed combined balance sheet
includes only preliminary adjustments relating to the purchase price allocation
of the accounts of RFM and has been adjusted to reflect the following:
(a) To record acquired intangible assets arising in connection with the
acquisition.
(b) To reflect consideration paid to effect the acquisition. The actual source
of funding for the acquisition was funds raised in connection with the
Company's initial public offering which was consummated in February 1996.
(c) To reflect the accrual of certain costs associated with the acquisition.
(d) To eliminate intercompany obligations and equity of RFM that was not
assumed in the acquisition.
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