<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REMEC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
CALIFORNIA 3812 95-3814301
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFIED CODE NUMBER) IDENTIFICATION NO.)
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9404 CHESAPEAKE DRIVE, SAN DIEGO, CALIFORNIA 92123, (619) 560-1301
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RONALD E. RAGLAND, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
9404 CHESAPEAKE DRIVE, SAN DIEGO, CALIFORNIA 92123, (619) 560-1301
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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<S> <C>
VICTOR A. HEBERT DOUGLAS J. REIN
PAUL H. GREINER GRAY CARY WARE & FREIDENRICH
HELLER EHRMAN WHITE & MCAULIFFE 4365 EXECUTIVE DRIVE, SUITE 1600
601 SOUTH FIGUEROA STREET SAN DIEGO, CALIFORNIA 92121-2189
LOS ANGELES, CALIFORNIA 90017-5758 (619) 677-1400
(213) 689-0200
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-45595
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES TO BE AGGREGATE OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per
share................................ 345,000 $26.50 $9,142,500 $2,698(3)
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(1) The total amount to be registered is 345,000 shares, which includes 45,000
shares which the Underwriters will be granted the option to purchase to
cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(3) 2,645,000 shares were previously registered under Registration No.
333-45595, in connection with which the Registrant paid aggregate filing
fees of $28,158.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
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<PAGE> 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in (i) the Registration Statement on Form S-3
filed by the Company with the Securities and Exchange Commission (File No.
333-45595) pursuant to the Securities Act of 1933, as amended, and (ii) the
related Prospectus filed under Rule 424(b)(1), is incorporated by reference
herein.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in San Diego, California on February 25, 1998.
REMEC, INC.
By: /s/ ERROL EKAIREB
------------------------------------
Errol Ekaireb
President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE CAPACITY DATE
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* Chairman of the Board and February 25, 1998
- --------------------------------------------- Chief Executive Officer
Ronald E. Ragland (Principal Executive
Officer)
/s/ ERROL EKAIREB President, Chief Operating February 25, 1998
- --------------------------------------------- Officer and Director
Errol Ekaireb
* Executive Vice President, February 25, 1998
- --------------------------------------------- President of REMEC Microwave
Jack A. Giles Division and Director
* Senior Vice President, Chief February 25, 1998
- --------------------------------------------- Engineer and Director
Denny Morgan
* Executive Vice President and February 25, 1998
- --------------------------------------------- Director
Joseph T. Lee
* Senior Vice President, Chief February 25, 1998
- --------------------------------------------- Financial Officer and
Michael McDonald Secretary (Principal
Financial and Accounting
Officer)
* Director February 25, 1998
- ---------------------------------------------
Andre R. Horn
* Director February 25, 1998
- ---------------------------------------------
Gary L. Luick
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II-1
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<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ---------------------------- -------------------
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* Director February 25, 1998
- ---------------------------------------------
Jeffrey M. Nash
/s/ THOMAS A. CORCORAN Director February 25, 1998
- ---------------------------------------------
Thomas A. Corcoran
Director February 25, 1998
- ---------------------------------------------
William H. Gibbs
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* By: /s/ ERROL EKAIREB
---------------------------------
Errol Ekaireb
Attorney-in-Fact
II-2
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
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<S> <C> <C>
1.1(1) Form of Underwriting Agreement.........................................
3.1(2) Restated Articles of Incorporation.....................................
3.2(2) By-Laws, as amended....................................................
4.1(2) Specimen Common Stock Certificate......................................
5.1 Opinion of Heller Ehrman White & McAuliffe.............................
23.1 Consent of Ernst & Young LLP, Independent Auditors.....................
23.2 Consent of Ireland San Filippo, LLP, Independent Public Accountants....
23.3 Consent of Bray, Beck & Koetter, Independent Public Accountants........
23.4 Consent of Counsel (included in Exhibit 5.1)...........................
24.1(3) Power of Attorney......................................................
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- ---------------
(1) Previously filed with the Securities and Exchange Commission as an exhibit
to the Registrant's Registration Statement on Form S-3 (No. 333-45595) filed
February 4, 1998 and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an exhibit
to the Registrant's Registration Statement on Form S-1 (No. 333-80381) filed
on February 1, 1996 and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as part of
Registrant's Registration Statement on Form S-3 (No. 333-45595) filed
February 4, 1998 and incorporated herein by reference.
<PAGE> 1
EXHIBIT 5.1
February 25, 1998
REMEC, Inc.
9404 Chesapeake Drive
San Diego, California 92123
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to REMEC, Inc., a California corporation (the
"Company"), in connection with (i) the Registration Statement on Form S-3
(Registration No. 333-45595) filed with the Securities and Exchange Commission
(the "SEC") on February 4, 1998, Amendment No. 1 thereto filed with the SEC on
February 19, 1998 (collectively, the "Initial Registration Statement"), for the
purpose of registering under the Securities Act of 1933, as amended, 1,645,000
shares (the "Company Shares") of the Company's Common Stock, $0.01 par value per
share (the "Common Stock"), to be issued by the Company and 1,000,000 currently
issued and outstanding shares of Common Stock (the "Selling Shareholder Shares"
and together with the Company Shares, collectively the "Shares"), that may be
sold by certain shareholders (the "Selling Shareholders") of the Company
pursuant to the Initial Registration Statement and (ii) the Registration
Statement on Form S-3 contemplated to be filed with the SEC on February 25, 1998
(the "Additional Registration Statement") for the purpose of registering under
the Securities Act 345,000 shares (the "Additional Company Shares") of Common
Stock in accordance with Rule 462(b).
In connection with this opinion, we have assumed the authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all records, documents and instruments submitted to us as
copies. We have based our opinion upon our review of the following records,
documents, instruments and certificates:
(a) The Restated Articles of Incorporation of the Company certified by
the Secretary of State of the State of California as of February 23, 1998,
and certified to us by an officer of the Company as being complete and in
full force and effect as of the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the
Company as being complete and in full force and effect as of the date of
this opinion;
(c) A Certificate of the Secretary of the Company: (i) certifying that
copies of all records of proceedings and actions of the Board of Directors
of the Company, including any committee thereof, relating to the issuance
of the Shares and the proposed resale of the Shares pursuant to the
Registration Statement have been provided to us; and (ii) certifying as to
certain factual matters;
(d) The Initial Registration Statement;
(e) the Additional Registration Statement; and
(f) The Underwriting Agreement (the "Underwriting Agreement") among
the Company, the Selling Shareholders and Needham & Company, Inc., CIBC
Oppenheimer Corp. and A.G. Edwards & Sons, Inc., as representatives of the
several underwriters.
This opinion is limited to the laws of the State of California, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any other statute, rule, regulation, ordinance, order
or other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion. Our
opinion to the effect that all issued and outstanding Shares are fully paid and
nonassessable is based on the certification obtained from the Company identified
in item (c) above to the effect that the consideration for such Shares recited
in the Board of Directors' resolutions for such Shares has been received.
Our opinion expressed below also assumes that the Additional Registration
Statement is effective at the time the Additional Company Shares are sold.
<PAGE> 2
Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for the purpose of this opinion, it is our
opinion that the Additional Company Shares, when issued by the Company in
accordance with the Underwriting Agreement, will be legally issued, fully paid
and nonassessable.
This opinion is rendered to you in connection with the Additional
Registration Statement. We disclaim any obligation to advise you of any change
of law that occurs, or any facts of which we become aware, after the date of
this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Additional Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Additional Registration Statement and
any amendments thereto.
Very truly yours,
/s/ HELLER EHRMAN WHITE & McAULIFFE
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-45595) and related Prospectus of
REMEC, Inc. for the registration of 345,000 shares of its common stock and to
the incorporation by reference therein of our report dated February 24, 1997,
except for the first three paragraphs of Note 2, as to which the dates are
October 24, 1997, June 27, 1997 and February 28, 1997, respectively, with
respect to the consolidated financial statements of REMEC, Inc. included in its
Annual Report (Form 10-K/A) for the year ended January 31, 1997, and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
February 25, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the reference to
our firm under the caption "Experts" in the Registration Statement (Form S-3)
and related Prospectus of REMEC, Inc. for the registration of 345,000 shares of
its common stock and to the incorporation by reference therein of our report,
dated March 6, 1997, on the financial statements of Radian Technology, Inc. as
of December 27, 1996 and December 29, 1995, and for the three years ended
December 27, 1996.
/s/ IRELAND SAN FILIPPO, LLP
San Jose, California
February 25, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the reference to
our firm under the caption "Experts" in the Registration Statement (Form S-3)
and related Prospectus of REMEC, Inc. for the registration of 345,000 shares of
its common stock and to the incorporation by reference therein of our report,
dated February 28, 1997, on the financial statements of Q-bit Corporation as of
December 31, 1996 and December 31, 1995, and for the two years ended December
31, 1996.
/s/ BRAY, BECK & KOETTER
Melbourne, Florida
February 25, 1998
