1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) : April 30, 1996 REMEC, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-27414 95-3814301 - -------------------------------------------------------------------------------- State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation 9404 Chesapeake Drive, San Diego, CA 92123 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (619) 560-1301 ----------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 7 Financial Statements, Pro Forma Financial Information and Exhibits - ------ ------------------------------------------------------------------ (a) Financial Statements of RF Microsystems, Inc., as of and for the year ended December 31, 1995 (incorporated by reference to REMEC, Inc.'s Registration Statement on Form S-4 (No. 333-05343) as filed on June 6, 1996 (the "Form S-4") pages F-16 - F-21). (b) Pro Forma Condensed Combined Balance Sheet of REMEC, Inc. and RF Microsystems, Inc., as of January 31, 1996 (attached as exhibit 99.1) and Pro Forma Condensed Combined Statements of Income of REMEC, Inc. and RF Microsystems, Inc. for the three months ended May 5, 1996 and for the year ended January 31, 1996 and the notes thereto (incorporated by reference to the Form S-4, pages 29-35). (c) Exhibits 2.1 Stock Purchase Agreement dated March 31, 1996 by and between STM Wireless Inc., a Delaware corporation, and REMEC, Inc. (previously filed with the Form 8-K dated April 30, 1996). 23.1 Consent of Ernst & Young LLP. 99.1 Pro Forma Condensed Combined Balance Sheet of REMEC, Inc., and RF Microsystems, Inc., as of January 31, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized in the City of San Diego, State of California, on this 25th day of June, 1996. REMEC, Inc. By:/s/ Thomas A. George ----------------------------------------- Thomas A. George Chief Financial Officer, Senior Vice President and Secretary 2 3 INDEX TO EXHIBITS Exhibit No. Description of Exhibit Page No. ----------- ---------------------- -------- 23.1 Consent of Ernst &Young LLP 4 99.1 Pro Forma Condensed Combined Balance Sheet of 5 REMEC, Inc., and RF Microsystems, Inc., as of January 31, 1996 3