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REMEC, INC.
9404 Chesapeake Drive,
San Diego, California 92123
February 18, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
REMEC, Inc.
Registration Statement on Form S-3
SEC File No. 333-45357
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Ladies and Gentlemen:
Reference is made to the registration statement on Form S-3 filed by
REMEC, Inc. (the "Company") with the Securities and Exchange Commission ("SEC")
on or about January 30, 1998 relating to the registration of 182,183 shares
(the "Acquisition Shares") of the Company's common stock (SEC File No.
333-45357, the "Nanowave Acquisition Registration Statement"). For the reasons
stated in the letter from the Company to the SEC dated February 12, 1998, the
Company has requested, and hereby confirms its request, that the Nanowave
Acquisition Registration Statement be withdrawn.
Another registration statement on Form S-3 was filed by the Company
with the SEC on February 4, 1998 (SEC File No. 333-45595, the "Underwritten
Registration Statement"), in connection with a contemplated underwritten public
offering of the Company's Common Stock by the Company (1.3 million shares) and
certain selling shareholders (1 million shares). The 1 million shares of Common
Stock contemplated to be sold in the underwritten public offering by selling
shareholders include 45,000 Acquisition Shares that were initially covered by
the Nanowave Acquisition Registration Statement which is being withdrawn by the
Company.
Other than the 45,000 Acquisition Shares included in the Underwritten
Registration Statement, the Acquisition Shares have not otherwise been offered
for sale or sold. The Company and, to the Company's knowledge, the holder of
the Acquisition Shares have no present intention to complete the offering of
the Acquisition Shares pursuant to the Nanowave Acquisition Registration
Statement or, except as described below, pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities
Act").
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Securities and Exchange Commission
February 18, 1998
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The Acquisition Shares are issuable by the Company upon the exercise of
certain contractual rights relating to the exchange of currently outstanding
capital stock of the Company's subsidiary. Upon the exercise of the rights to
exchange shares of the capital stock of the Company's subsidiary for shares of
the Company's common stock, the Acquisition Shares will be initially issued by
the Company without registration under the Securities Act pursuant to
applicable exemptions from the registration requirements under the Securities
Act and the rules and regulations promulgated thereunder.
The Company is under no obligation contractual or otherwise to register
the initial issuance of the Acquisition Shares. However, the Company is under a
contractual obligation to register the Acquisition Shares for resale pursuant
to the Securities Act. The Company and the holder of the currently outstanding
capital stock of the Company's subsidiary intend to file a shelf registration
statement on Form S-3 in approximately four to six months to register the
Acquisition Shares for resale to allow the holder to sell those shares from
time to time into the market or in privately negotiated transactions.
If you should have any questions on the foregoing, please call the
undersigned at (619) 560-1301 or Paul Greiner at (213) 689-7542. Mr. Greiner is
an attorney with Heller Ehrman White & McAuliffe, the law firm representing the
Company regarding these matters.
Very truly yours,
/s/ ERROL EKAIREB
Errol Ekaireb
President and Chief Operating Officer
cc: Pamela Long, Esq.
Securities and Exchange Commission
