SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Remec, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
759543200
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(CUSIP Number)
Salvatore Muoio
S. Muoio & Co. LLC
c/o 509 Madison Avenue, Suite 406
New York, NY 10022
(212) 297-2555
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 27, 2010
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 759543200
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Muoio & Co. LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,275,385
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,275,385
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,385
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.89%
14. TYPE OF REPORTING PERSON*
IA, OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 759543200
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salvatore Muoio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,275,385
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,275,385
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,275,385
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.89%
14. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 759543200
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________________________________________________________________________________
Item 1. Security and Issuer.
The name of the issuer is Remec, Inc., a California corporation (the "Issuer").
The address of the Issuer's offices is 3790 Via De La Valle, Suite 211, Del Mar,
California, 92014. This Amendment No. 1 to Schedule 13D relates to the Issuer's
Common Stock, $0.01 par value per share (the "Shares").
________________________________________________________________________________
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed jointly by (i) S. Muoio & Co.
LLC, a Delaware limited liability company ("SMC") and (ii) Salvatore Muoio, a
United States citizen (collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 509 Madison
Avenue, Suite 406, New York, NY 10022.
Salvatore Muoio is the managing member of SMC, an investment management
firm that serves as the general partner and/or investment manager to a number of
private investment vehicles and managed accounts.
(d) Neither of the Reporting Persons, individually or collectively, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
SMC, the investment manager and general partner of a number of private
investment vehicles and managed accounts, may be deemed to beneficially own the
9,275,385 Shares held by such entities.
Salvatore Muoio, through his position as the managing member of SMC, is
deemed to be the beneficial owner of the 9,275,385 Shares held by the private
investment vehicles and managed accounts over which SMC exercises investment
discretion.
The funds for the purchase of the Shares beneficially owned by the
Reporting Persons came from the respective funds of the private investment
vehicles and managed accounts over which the Reporting Persons exercise
investment discretion.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes (including certain leverage
arrangements) in the ordinary course of business.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for
investment. The Reporting Persons evaluate their investment in the Shares on a
continual basis. The Reporting Persons have no plans or proposals as of the date
of this filing which relate to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D.
The Reporting Persons reserve the right to effect transactions that would
change the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any
other shareholders of the Issuer, or other persons, for a common purpose should
it determine best to do so.
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Item 5. Interest in Securities of the Issuer.
S. Muoio & Co. LLC ("SMC")
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(a-e) As of the date hereof, SMC may be deemed to be the beneficial owner
of 9,275,385 Shares or 30.89% of the Shares of the Issuer, based upon the
30,031,000 Shares outstanding as of September 3, 2010, according to the Issuer's
most recent Form 10-Q.
SMC has the sole power to vote or direct the vote of 0 Shares and the
shared power to vote or direct the vote of 9,275,385 Shares to which this filing
relates.
SMC has the sole power to dispose or direct the disposition of 0 Shares
and the shared power to dispose or direct the disposition of 9,275,385 Shares to
which this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by SMC, and/or SMC on
behalf of the private investment vehicles and managed accounts over which SMC
has investment discretion, are set forth in Exhibit B and were all effected in
broker transactions.
The aforementioned Shares were acquired for investment purposes. SMC,
and/or SMC on behalf of the private investment vehicles and managed accounts
over which it has investment discretion, may acquire additional Shares, dispose
of all or some of these Shares from time to time, in each case in open markets
or private transactions, block sales or purchases or otherwise, or may continue
to hold the Shares.
Salvatore Muoio
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(a-e) As of the date hereof, Salvatore Muoio may be deemed to be the
beneficial owner of 9,275,385 Shares or 30.89% of the Shares of the Issuer,
based upon the 30,031,000 Shares outstanding as of September 3, 2010, according
to the Issuer's most recent Form 10-Q.
Salvatore Muoio has the sole power to vote or direct the vote of 0 Shares
and the shared power to vote or direct the vote of 9,275,385 Shares to which
this filing relates.
Salvatore Muoio has the sole power to dispose or direct the disposition of
0 Shares and the shared power to dispose or direct the disposition of 9,275,385
Shares to which this filing relates.
The trading dates, number of shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by Salvatore Muoio
and/or Salvatore Muoio, through SMC and on behalf of the private investment
vehicles and managed accounts over which the Reporting Persons have investment
discretion, are set forth in Exhibit B and were all effected in broker
transactions.
The aforementioned Shares were acquired for investment purposes. Salvatore
Muoio and/or Salvatore Muoio on behalf of the private investment vehicles and
managed accounts over which he and/or he through SMC has investment discretion,
may acquire additional Shares, dispose of all or some of these Shares from time
to time, in each case in open markets or private transactions, block sales or
purchases or otherwise, or may continue to hold the Shares.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares. However, the
Reporting Persons among themselves may be deemed to be a group as defined in
Section 13d-3(b) and have filed this joint Schedule 13D accordingly.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
A. An agreement relating to the filing of a joint statement as required by
Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as
Exhibit A.
B. Schedule of Transactions in the Shares of the Issuer
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 30, 2010
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(Date)
S. Muoio & Co. LLC
By: /s/ Salvatore Muoio
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Name: Salvatore Muoio
Title: Managing Member
/s/ Salvatore Muoio
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Salvatore Muoio
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
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The undersigned agree that this Amendment No. 1 to Schedule 13D dated
September 30, 2010 relating to the Common Stock, $0.01 par value per share of
Remec, Inc. shall be filed on behalf of the undersigned.
S. Muoio & Co. LLC
By: /s/ Salvatore Muoio
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Name: Salvatore Muoio
Title: Managing Member
/s/ Salvatore Muoio
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Salvatore Muoio
September 30, 2010
Exhibit B
TRANSACTIONS IN THE SHARES DURING THE PAST 60 DAYS
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Date of
Transaction Number Purchased / (Sold) Price ($)
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9/27/2010 440,230 $0.94
9/15/2010 6,100 $0.95
9/14/2010 9,000 $0.95
9/9/2010 5,000 $0.95
8/31/2010 275,805 $0.95
SK 01834 0003 1134962