<PAGE> 1
As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-27353
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)
REMEC, Inc. Profit Sharing 401(K) 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
REMEC, INC. PROFIT SHARING 401(K) 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.
333-27353) (the "Registration Statement") is hereby amended to increase the
number of shares of Common Stock issuable under the REMEC, Inc. Profit Sharing
401(K) Plan from 400,000 shares to 600,000 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.
* Chairman of the Board, October 3, 1997
- ------------------------- and Chief Executive
Ronald E. Ragland Officer and Director
(Principal Executive
Officer)
-3-
<PAGE> 4
* 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 __, 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 3, 1997
- --------------------------
Gary L. Luick
* Director October 3, 1997
- --------------------------
Jeffrey M. Nash
*By /s/ THOMAS A. GEORGE
------------------------
Thomas A. George
Attorney-In-Fact
-4-
<PAGE> 5
The Plan. Pursuant to the requirements of the Securities Act, the Plan
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,
California on this 3rd day of October, 1997.
REMEC, INC. PROFIT SHARING 401(K) PLAN
By REMEC, Inc., administrator
By: /s/ THOMAS A. GEORGE
----------------------------------
Thomas A. George, Chief Financial
Officer, Senior Vice President and
Secretary
-5-
