As filed with the Securities and Exchange Commission on January 23, 2008
Registration Statement No. 333-102260
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)
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| California | | 95-3814301 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
3790 VIA DE LA VALLE, SUITE 211
DEL MAR, CALIFORNIA 92014
(858) 259-4302
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
Spectrian 1992 Stock Plan, as amended
Spectrian 1994 Director Option Plan, as amended
Spectrian 1998 Nonstatutory Stock Option Plan, as amended
Spectrian 1998 Employee Stock Purchase Plan, as amended
Non-Plan Options
(Full title of the plan)
RICHARD A. SACKETT
President, General Counsel and Secretary
Remec, Inc.
3790 Via de la Valle, Suite 211
Del Mar, California 92014
(858) 259-4302
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, initially filed on December 30, 2002 (file No. 333-102260) (the “Registration Statement”), is filed for the sole purpose of deregistering any unsold shares of the Registrant’s common stock, par value $0.01 per share, previously registered under the Registration Statement and issuable under the Spectrian 1992 Stock Plan, as amended, the Spectrian 1994 Director Option Plan, as amended, the Spectrian 1998 Nonstatutory Stock Option Plan, as amended, and the Spectrian 1998 Employee Stock Purchase Plan, as amended and certain non-plan stock options (collectively, the “Spectrian Plans”).
In connection with the Registrant’s current liquidation and dissolution proceedings, the Spectrian Plans have been terminated, and no shares of the Registrant’s common stock are reserved for future issuance under the Spectrian Plans. As of the date of this Post-Effective Amendment No. 1, all rights to acquire shares of the Registrant’s common stock issued pursuant to the Spectrian Plans have been exercised or have been cancelled or terminated in accordance with the terms of the Spectrian Plans and all shares of the Registrant’s common stock issued pursuant to the Spectrian Plans have been sold or are eligible for sale without registration under the Securities Act of 1933, as amended. Therefore, in accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby deregisters any unsold shares of the Registrant’s common stock previously registered under the Registration Statement. Except to the extent stated above, the Registration Statement as originally filed is not amended or otherwise affected by this Post-Effective Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing an amendment on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on this 23rd day of January 2008.
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| REMEC, INC. |
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| By | | /s/ Richard A. Sackett |
| | Richard A. Sackett |
| | President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
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Signature | | Title | | Date |
| | |
/s/ Richard A. Sackett Richard A. Sackett | | Director, President, General Counsel and Secretary (Principal Executive Officer) | | January 23, 2008 |
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/s/ David Wilkinson David Wilkinson | | Chief Financial Officer (Principal Financial Officer) | | January 23, 2008 |
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/s/ Thomas A. Corcoran Thomas A. Corcoran | | Director | | January 23, 2008 |
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/s/ Mark D. Dankberg Mark D. Dankberg | | Director | | January 23, 2008 |
| | |
/s/ William H. Gibbs William H. Gibbs | | Director | | January 23, 2008 |
| | |
/s/ Andre R. Hom Andre R. Horn | | Chairman of the Board of Directors | | January 23, 2008 |
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/s/ Jeffrey M. Nash Jeffrey M. Nash | | Director | | January 23, 2008 |
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