<PAGE> 1
As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-23705
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
REMEC, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
California 95-3814301
------------------------------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9404 Chesapeake Drive, San Diego, California 92123
--------------------------------------------------
(Address of Principal Executive Offices)
Radian Technology, Inc. 1987 Stock Option Plan
----------------------------------------------
(Full Title of the Plan)
Ronald E. Ragland, Chairman of the Board and Chief Executive Officer
9404 Chesapeake Drive
San Diego, California 92123
---------------------------
(Name and Address of Agent For Service)
(619) 560-1301
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to: Victor A. Hebert, Esq.
Heller Ehrman White & McAuliffe
333 Bush Avenue
San Francisco, California 94104
(415) 772-6000
<PAGE> 2
REMEC, INC.
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
FOR
RADIAN TECHNOLOGY, INC, 1987 STOCK OPTION PLAN
REGISTRATION COVERS SHARES RESULTING FROM STOCK SPLIT
On June 27, 1997, REMEC, Inc. (the "Registrant") effected a three-for-two
split of the Registrant's Common Stock, in the form of a stock dividend.
Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the
"Securities Act"), the Registrant's Form S-8 Registration Statement (File No.
333-23705) (the "Registration Statement") is hereby amended to increase the
number of shares of Common Stock issuable under the Radian Technology, Inc. 1987
Stock Option Plan from 90,445 shares to 135,667 shares. The Registration
Statement is further amended to reflect that the number of shares registered
includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to such employee benefit plan as the
result of any future stock split, stock dividend or similar adjustment of the
Registrant's outstanding common stock.
-2-
<PAGE> 3
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in San Diego, State of California, on
October 3, 1997.
REMEC, INC.
By: *
-----------------------------------------
Ronald E. Ragland, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY TO SIGN AMENDMENTS
------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Errol Ekaireb and Thomas A. George, or
either of them, with full power of substitution, such person's true and lawful
attorneys-in-fact and agents for such person in such person's name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully, to all intents and purposes, as he or
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
<TABLE>
<S> <C> <C>
* Chairman of the Board, October 3, 1997
- ------------------------------------------- and Chief Executive
Ronald E. Ragland Officer and Director
(Principal Executive
Officer)
</TABLE>
-3-
<PAGE> 4
<TABLE>
<S> <C> <C>
* President and Chief October 3, 1997
- ------------------------------------------- Operating Officer and
Errol Ekaireb Director
/S/ THOMAS A. GEORGE Chief Financial Officer, October 3, 1997
- ------------------------------------------- Senior Vice President,
Thomas A. George and Secretary (Principal
Financial and
Accounting Officer)
* Executive Vice October 3, 1997
- ------------------------------------------- President, President of
Jack A. Giles REMEC Microwave
Division and Director
* Senior Vice President, October 3, 1997
- ------------------------------------------- Chief Engineer and
Denny Morgan Director
* Executive Vice October 3, 1997
- ------------------------------------------- President and Director
Joseph T. Lee
* Director October 3, 1997
- -------------------------------------------
Thomas A. Corcoran
* Director October 3, 1997
- -------------------------------------------
William H. Gibbs
* Director October 3, 1997
- -------------------------------------------
Andre R. Horn
Director October __, 1997
- -------------------------------------------
Gary L. Luick
* Director October 3, 1997
- -------------------------------------------
Jeffrey M. Nash
*By /s/ THOMAS A. GEORGE
---------------------------------------
Thomas A. George
Attorney-In-Fact
</TABLE>
-4-
