<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to _____________
Commission file number 0-27414
REMEC, Inc. Profit Sharing 401(k) Plan
9404 Chesepeake Drive
San Diego, California 92123
(Full title of the plan and the address of the plan)
REMEC, Inc.
9404 Chesapeake Drive
San Diego, California 92123
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Financial Statements and
Supplemental Schedules
Year ended December 31, 1997
CONTENTS
<TABLE>
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . 3
Financial Statements
Statements of Net Assets Available for Benefits. . . . . . . . . . . . . . 4
Statement of Changes in Net Assets Available for Benefits. . . . . . . . . 5
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 6
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes . . . . . . . .13
Line 27b - Schedule of Loans or Fixed Income Obligations . . . . . . . . .14
Line 27d - Schedule of Reportable Transactions . . . . . . . . . . . . . .15
Line 27f - Schedule of Non-Exempt Transactions . . . . . . . . . . . . . .16
</TABLE>
2
<PAGE>
Report of Independent Auditors
REMEC, Inc. as Plan Administrator of the
REMEC, Inc. Profit Sharing 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of REMEC, Inc. Profit Sharing 401(k) Plan as of December 31, 1997 and 1996, and
the statement of changes in net assets available for benefits for the year
ended December 31, 1997. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996 and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of Assets
Held for Investment Purposes as of December 31, 1997, Loans or Fixed Income
Obligations, Reportable Transactions and Non-Exempt Transactions for the year
then ended, are presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
June 24, 1998
3
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
--------------------------
<S> <C> <C>
Investments, at fair value:
Fidelity Magellan Fund $ 2,476,013 $ 1,431,418
Fidelity Contrafund 1,486,013 720,207
Fidelity Growth Company Fund 1,779,828 820,543
Fidelity Investment Grade Bond Fund 532,901 191,511
Fidelity Growth and Income Fund 2,823,196 1,003,502
Fidelity Asset Manager Fund 1,914,407 1,212,579
Fidelity Retirement Money Market Fund 1,949,060 1,177,635
Fidelity Institutional Money Market Fund 24,047 -
REMEC, Inc. Common Stock 817,875 -
Investments, at estimated fair value:
Participant loans 582,630 313,525
--------------------------
Total investments 14,385,970 6,870,920
Employee contributions receivable 150,420 96,486
Employer contributions receivable 71,683 98,157
--------------------------
Total contributions receivable 222,103 194,643
--------------------------
Net assets available for benefits $14,608,073 $ 7,065,563
--------------------------
--------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
Year ended December 31, 1997
<TABLE>
<CAPTION>
GROWTH INVESTMENT GROWTH & ASSET
MAGELLAN COMPANY GRADE INCOME MANAGER
FUND CONTRAFUND FUND BOND FUND FUND FUND
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Interest and dividend income $ 150,101 $ 137,435 $ 171,148 $ 25,973 $ 109,573 $ 164,817
Net appreciation (depreciation)
in fair value of investments 268,582 83,805 44,373 11,930 364,641 150,426
Transfers from other plans 423,053 438,365 580,557 250,788 839,049 220,586
Rollover 55,878 3,568 80,984 4,273 59,437 79,163
Employee contributions 315,722 246,663 286,286 70,373 359,307 252,992
Employer contributions 53,347 34,231 35,475 11,556 51,566 45,963
-----------------------------------------------------------------------------------
Total additions 1,266,683 944,067 1,198,823 374,893 1,783,573 913,947
Deductions:
Benefits paid to participants 61,387 74,670 84,581 73,824 76,754 36,133
Administrative fees 956 256 256 500 1,537 2,587
Forfeitures (net) 383 618 550 195 451 163
-----------------------------------------------------------------------------------
Total deductions 62,726 75,544 85,387 74,519 78,742 38,883
Increase in net assets during year 1,203,957 868,523 1,113,436 300,374 1,704,831 875,064
Inter-fund transfers, net (159,362) (102,717) (154,151) 41,016 114,863 (173,236)
Net assets available for benefits
at December 31, 1996 1,431,418 720,207 820,543 191,511 1,003,502 1,212,579
-----------------------------------------------------------------------------------
Net assets available for benefits
at December 31, 1997 $2,476,013 $1,486,013 $1,779,828 $ 532,901 $2,823,196 $1,914,407
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
<CAPTION>
RETIREMENT REMEC
MONEY COMMON
MARKET FUND STOCK LOAN FUND RECEIVABLES TOTAL
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Interest and dividend income $ 96,453 $ 477 $ 21,507 $ - $ 877,484
Net appreciation (depreciation)
in fair value of investments - (101,478) - - 822,279
Transfers from other plans 1,037,410 64,975 87,183 - 3,941,966
Rollover 114,569 12,464 - - 410,336
Employee contributions 246,860 44,358 - 53,934 1,876,495
Employer contributions 51,297 8,864 - (26,474) 265,825
----------------------------------------------------------------------
Total additions 1,546,589 29,660 108,690 27,460 8,194,385
Deductions:
Benefits paid to participants 198,245 13,145 23,432 - 642,171
Administrative fees 3,462 150 - - 9,704
Forfeitures (net) (2,414) 54 - - -
----------------------------------------------------------------------
Total deductions 199,293 13,349 23,432 - 651,875
Increase in net assets during year 1,347,296 16,311 85,258 27,460 7,542,510
Inter-fund transfers, net (575,871) 825,611 183,847 - -
Net assets available for benefits
at December 31, 1996 1,177,635 - 313,525 194,643 7,065,563
----------------------------------------------------------------------
Net assets available for benefits
at December 31, 1997 $1,949,060 $ 841,922 $ 582,630 $ 222,103 $14,608,073
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements (continued)
December 31, 1997
1. DESCRIPTION OF THE PLAN
The following description of the REMEC, Inc. Profit Sharing 401(k) Plan (the
"Plan") is provided for general information purposes only. Participants should
refer to the Plan document for more complete information.
GENERAL
The Plan is a defined contribution profit sharing and retirement plan covering
all eligible employees of REMEC, Inc. (the "Company"). The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective August 1, 1997, Radian Technology, Inc. 401(k) Plan ("Radian Plan")
was merged with and into the Plan. In connection with this merger, the Fidelity
Management Trust Company ("Fidelity") was appointed as the successor trustee of
the assets of the Radian Plan. In August 1997, the assets of the Radian Plan
totaling $2,016,592 were transferred to Fidelity.
Effective January 1, 1997, Magnum Microwave Corporation 401(k) Plan ("Magnum
Plan") was merged with and into the Plan. In connection with this merger,
Fidelity was appointed as the successor trustee of the assets of the Magnum
Plan. In January 1997, the assets of the Magnum Plan totaling $1,838,189 were
transferred to Fidelity.
Effective September 12, 1996, RF Microsystems 401(k) Savings Plan ("RFM Plan")
was merged with and into the Plan. In connection with this merger, Fidelity was
appointed as the successor Trustee of the assets of the RFM Plan. In September
1996, the assets of the RFM Plan totaling $640,719 were transferred to Fidelity.
ELIGIBILITY
The Plan covers all employees who have attained age 18. There is no service
requirement. Employees may elect to join the Plan quarterly on January 1,
April 1, July 1, and October 1.
6
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
A participant may elect to have from 1% to 15% of their compensation contributed
to the Plan subject to the limits of the Internal Revenue Code.
The Company may make a discretionary profit-sharing contribution in an amount to
be determined annually by the Sponsor. A participant must be employed on the
last day of the Plan year and have earned at least 500 hours of service to be
eligible for any profit-sharing contributions. The profit-sharing contributions
to the Plan are allocated based on the ratio of each participant's compensation
to total compensation of all eligible participants. There were no discretionary
profit-sharing contributions during 1997 or 1996.
The Company may also make a discretionary matching contribution. The matching
contribution is an amount equal to the percentage determined by the Sponsor of
all or a portion of the tax deferred contributions of eligible participants for
the contribution period up to a maximum match of $400 annually. The Company
match for 1997 and 1996 equaled 100% of the participants deferral up to the
maximum of $400 annually.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions, the
participant's share of the employer's contributions, if any, and Plan earnings
or losses.
INVESTMENT OPTIONS
Participants may choose to direct the investment of their accounts among the
following:
MAGELLAN FUND - Funds are invested in shares of a registered investment company
that invests primarily in common stocks with an objective of growth and capital.
CONTRAFUND - Funds are invested in shares of a registered investment company
that invests primarily in common stocks and securities convertible into common
stocks with an objective of capital appreciation.
GROWTH COMPANY FUND - Funds are invested in shares of a registered investment
company that invests primarily in companies with above average growth potential
with an objective of long term capital appreciation.
7
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT GRADE BOND FUND - Funds are invested in shares of a registered
investment company that invests primarily in corporate debt, U.S. Government and
U.S. bank obligations, including certificates of deposit and banker's
acceptances with an objective of high current income.
GROWTH AND INCOME FUND - Funds are invested in shares of a registered investment
company that invests primarily in a diversified portfolio with an objective of
long term capital growth, current income and growth of income consistent with
reasonable investment risk.
ASSET MANAGER FUND - Funds are invested in shares of a registered investment
company that invests primarily in a diversified portfolio including equities,
bonds and money market instruments with an objective of high total return over
the long term.
RETIREMENT MONEY MARKET FUND - Funds are invested in shares of a registered
investment company that invests primarily in money market instruments with an
objective of high current income, preservation of capital and liquidity.
REMEC, INC. COMMON STOCK - Funds are invested in shares of the Company's stock.
The fund is comprised of the underlying company stock and a short-term cash
component to provide liquidity for daily trading.
Participants may change their investment options daily.
VESTING
Participants are immediately vested in their elective contributions, plus actual
earnings thereon, and such amounts are non-forfeitable. With regard to employer
matching and discretionary contributions, participants are 50% vested after one
year and 100% vested after two years of service. Forfeitures are retained in
the Plan and will be used to reduce future contributions by the Company.
PAYMENT OF BENEFITS
Upon termination of service for any reason, a participant's account is generally
distributed in a single lump-sum payment upon request. At the Plan sponsor's
option, if the account balance is $3,500 or less, the entire balance may be
distributed.
8
<PAGE>
1. DESCRIPTION OF THE PLAN (CONTINUED)
Amounts allocated to withdrawn participants at December 31, 1997 for claims that
have been processed and approved for payment prior to year end but not yet paid
are $49,210. There were no benefit claims payable at December 31, 1996.
PARTICIPANT LOANS
A participant may apply to the Plan Administrator to borrow against funds in
his/her account. Plan loans are limited to the lesser of (1) $50,000 reduced
by the participant's highest outstanding loan balance in the previous 12 month
period or (2) 50% of the vested interest of the participant's account. The
minimum loan amount has been established at $1,000. The term of any loan shall
be no greater than five years except when used to purchase a primary residence
where the term shall be no greater than ten years.
PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the right to
terminate the Plan at any time subject to the provisions of ERISA. In the event
of Plan termination, participants' accounts will become 100% vested and
nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
The Plan is exposed to credit risk in the event of default by the issuers of the
investments to the extent of amounts recorded on the statement of net assets
available for benefits.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
9
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION
Plan assets are held by Fidelity Management Trust Company ("Trustee"). Amounts
invested in the investment funds are carried at fair value as determined by the
Trustee, generally based on quoted market prices. Participant loans receivable
are valued at cost which approximates fair value.
3. INVESTMENTS
The Plan's investments are held by Fidelity Management Trust Company and are
presented in the following table. Investments that represent five percent or
more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
DECEMBER 31,
1997 1996
---------------------------
<S> <C> <C>
Fidelity Magellan Fund $2,476,013 $1,431,418
Fidelity Contrafund 1,486,013 720,207
Fidelity Growth Company Fund 1,779,828 820,543
Fidelity Investment Grade Bond Fund 532,901 191,511
Fidelity Growth and Income Fund 2,823,196 1,003,502
Fidelity Asset Manager Fund 1,914,407 1,212,579
Fidelity Retirement Money Market Fund 1,949,060 1,177,635
Fidelity Institutional Money Market Fund 24,047 -
REMEC, Inc. Common Stock 817,875 -
Participant Loans 582,630 313,525
---------------------------
$14,385,970 $6,870,920
---------------------------
---------------------------
</TABLE>
During 1997, the Plan's investments (including investments bought sold, and held
during the year) appreciated (depreciated) in value by $822,279 as follows:
<TABLE>
<S> <C>
Fidelity Magellan Fund $268,582
Fidelity Contrafund 83,805
Fidelity Growth Company Fund 44,373
Fidelity Investment Grade Bond Fund 11,930
Fidelity Growth & Income Fund 364,641
Fidelity Assets Manager Fund 150,426
REMEC, Inc. Common Stock (101,478)
-----------
$822,279
-----------
-----------
</TABLE>
10
<PAGE>
4. INCOME TAX STATUS
The Plan was established effective January 1, 1990. The Plan has been amended
from time to time including an amendment adopted effective January 1, 1997 when
the Plan was amended and restated. The Plan sponsor has not received a
determination letter for this restated Plan from the Internal Revenue Service
(the IRS). Nevertheless, the plan administrator believes that the Plan is
currently designed and is being operated in compliance with the applicable
requirements of the Internal Revenue Code (the IRC). Once qualified, the Plan
is required to operate in conformity with the IRC to maintain its qualification.
The plan administrator has represented that if any plan defects are discovered,
the appropriate action to preserve the qualified status of the Plan will be
taken. Therefore, no provision for income taxes has been included in the
accompanying financial statements.
5. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third-party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect this project to have a significant
effect on plan operations.
6. SUBSEQUENT EVENTS
During the plan year 1998, REMEC, Inc. acquired two companies that each had
401(k) plans, Q-bit Corporation and C&S Hybrid, Inc. Those plans were
liquidated and the assets were transferred to the REMEC, Inc. Profit Sharing
Plan in the amount of $4,232,495.
11
<PAGE>
Supplemental Schedules
12
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE DESCRIPTION COST VALUE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fidelity Magellan Fund* 25,989.438 shares $2,156,137 $2,476,013
Fidelity Contrafund* 31,868.179 shares 1,394,157 1,486,013
Fidelity Growth Company Fund* 41,085.577 shares 1,665,896 1,779,828
Fidelity Investment Grade Bond Fund* 73,200.697 shares 520,532 532,901
Fidelity Growth and Income Fund* 74,099.623 shares 2,347,027 2,823,196
Fidelity Asset Manager Fund* 104,327.383 shares 1,701,948 1,914,407
Fidelity Retirement Money Market Fund* 1,949,059.680 shares 1,949,060 1,949,060
Fidelity Institutional Money Market Fund 24,047.190 shares 24,047 24,047
REMEC, Inc. common stock* 36,350.000 shares 918,408 817,875
Participant loans* 6.75% to 12% interest; various maturities - 582,630
</TABLE>
* Indicates party-in-interest
13
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1997
<TABLE>
<CAPTION>
UNPAID
ORIGINAL PRINCIPAL INTEREST BALANCE AT
AMOUNT OF RECEIVED IN RECEIVED IN DECEMBER 31, DETAILED DESCRIPTION PRINCIPAL INTEREST
IDENTITY AND ADDRESS OF OBLIGOR LOAN 1997 1997 1997 OF LOAN* OVERDUE OVERDUE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Casantusan, Maria $ 4,000 $354 $56 $2,101 9% interest, opened $ 734 $191
7471 University Avenue #104 October 20, 1993,
La Mesa, CA 91941 matured October 19, 1997
paid off subsequent to
year end.
</TABLE>
14
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
<TABLE>
<CAPTION>
UNPAID
ORIGINAL PRINCIPAL INTEREST BALANCE AT
AMOUNT OF RECEIVED IN RECEIVED IN DECEMBER 31, DETAILED DESCRIPTION PRINCIPAL INTEREST
IDENTITY AND ADDRESS OF OBLIGOR LOAN 1997 1997 1997 OF LOAN* OVERDUE OVERDUE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Monroy, Joe 8,500 270 75 8,230 11.5% interest, opened 1,033 98
1160 Fentrell Dr. June 11, 1997, matures
June 21, 2002 defaulted
and distributed
subsequent to year end.
Montanelli, John R. 15,774 1,353 382 14,421 11.25% interest, 317 32
3265 Victoria Drive opened April 16, 1997,
San Diego, CA 91901 matures April 4, 2002
defaulted and
distributed subsequent
to year end
</TABLE>
15
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
<TABLE>
<CAPTION>
UNPAID
ORIGINAL PRINCIPAL INTEREST BALANCE AT
AMOUNT OF RECEIVED IN RECEIVED IN DECEMBER 31, DETAILED DESCRIPTION PRINCIPAL INTEREST
IDENTITY AND ADDRESS OF OBLIGOR LOAN 1997 1997 1997 OF LOAN* OVERDUE OVERDUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Parker, Elizabeth 1,500 506 43 969 11.25% interest opened 258 23
13751 Caminito Vizzini November 8, 1996,
San Diego, Ca 92129 matures November 5,
1998 defaulted and
distributed subsequent
to year end
Williams, Virginia 3,940 2,351 99 711 8.75% interest opened
October 4, 1996 matured
October 31, 1997, currently
making payments
323 Misty Meadows St.
Stockton, CA 95210
</TABLE>
16
<PAGE>
REMEC, Inc.
Profit Sharing 401(k) Plan
Employer ID #95-3814301, Plan 001
Line 27d - Schedule of Reportable Transactions
For the year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT
VALUE OF
ASSET ON
PURCHASE SELLING COST OF TRANSACTION NET GAIN
IDENTITY OF ISSUER DESCRIPTION PRICE PRICE ASSET DATE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C> <C>
Fidelity Management Trust Company Magellan Fund $1,132,047 $ - $1,132,047 $1,132,047 $ -
Fidelity Management Trust Company Magellan Fund - 356,035 313,458 356,035 42,577
Fidelity Management Trust Company Contrafund 1,063,218 - 1,063,218 1,063,218 -
Fidelity Management Trust Company Contrafund - 381,217 329,215 381,217 52,002
Fidelity Management Trust Company Growth Company Fund 1,307,023 - 1,307,023 1,307,023 -
Fidelity Management Trust Company Growth Company Fund - 392,112 338,720 392,112 53,392
Fidelity Management Trust Company Investment Grade Bond Fund 429,229 - 429,229 429,229 -
Fidelity Management Trust Company Investment Grade Bond Fund - 99,769 98,707 99,769 1,062
Fidelity Management Trust Company Growth & Income Fund 1,823,280 - 1,823,280 1,823,280 -
Fidelity Management Trust Company Growth & Income Fund - 368,227 304,657 368,227 63,570
Fidelity Management Trust Company Asset Manager Fund 912,768 - 912,768 912,768 -
Fidelity Management Trust Company Asset Manager Fund - 361,366 313,064 361,366 48,302
Fidelity Management Trust Company Retirement Money Market
Fund 1,804,385 - 1,804,385 1,804,385 -
Fidelity Management Trust Company Retirement Money Market
Fund - 1,029,927 1,029,927 1,029,927 -
Fidelity Management Trust Company Institutional Money Market
Fund 949,371 - 949,371 949,371 -
Fidelity Management Trust Company Institutional Money Market
Fund - 925,324 925,324 925,324 -
Fidelity Management Trust Company REMEC, Inc. Common Stock 1,026,571 - 1,026,571 1,026,571 -
Fidelity Management Trust Company REMEC, Inc. Common Stock - 106,281 108,163 106,281 (1,882)
</TABLE>
Note: There were no category (i), (ii) or (iv) transactions during 1997.
17
<PAGE>
REMEC, Inc.
Employer ID #95-3814301, Plan 001
Line 27f - Schedule of Non-Exempt Transactions
December 31, 1997
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF TRANSACTIONS
RELATION TO PLAN, INCLUDING MATURITY DATE, RATE OF
(a) EMPLOYER OR OTHER PARTY- INTEREST, COLLATERAL, PAR OR
IDENTITY OF PARTY INVOLVED IN-INTEREST MATURITY VALUE
- ----------------------------------------------------------------------------------------
<S> <C> <C>
REMEC, Inc. Employer/Plan Sponsor Contributions of $154,315 for
the payroll periods of December
29, 1996 to January 12, 1997 and
January 13, 1997 to January 26,
1997 were deposited on February
28, 1997
REMEC, Inc. Employer/Plan Sponsor Contribution of $213,910 for the
payroll periods of January 27,
1997 to February 9, 1997 and
February 10, 1997 to February
23, 1997 were deposited on March
25, 1997
</TABLE>
Columns (d) through (j) are not applicable.
18
<PAGE>
EXHIBITS
23.1 Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, REMEC,
Inc., as the administrator of the Plan, has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: June 29, 1998
REMEC, INC. PROFIT SHARING 401(K) PLAN
By: REMEC, Inc.
By: /s/ MICHAEL MCDONALD
---------------------------
Michael McDonald
Executive Vice President
Chief Financial Officer and
Secretary
<PAGE>
EXHIBIT INDEX
23.1 Consent of Independent Accountants
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-27353) pertaining to the REMEC, Inc. Profit Sharing 401 (k) Plan of
our report dated June 24, 1998, with respect to the financial statements and
schedules of the REMEC, Inc. Profit Sharing 401 (k) Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1997.
/S/ ERNST & YOUNG LLP
San Diego, California
June 29, 1998
