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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) Februay 19, 1998
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REMEC, Inc.
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(Exact name of registrant as specified in its charter)
California 0-27414 95-3814301
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
9404 Chesapeake Drive, San Diego, California 92123
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 560-1301
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 24, 1997, REMEC, Inc. (the "Company") completed the
acquisition of Q-bit Corporation ("Q-bit") through a merger (the "Merger") of
the Company's wholly owned subsidiary, RQB Acquisition Corporation, into Q-bit,
with Q-bit as the surviving corporation. In the Merger, the Company issued
1,047,482 shares of its Common Stock in exchange for all of the outstanding
capital stock of Q-bit. The transaction was accounted for by the Company as a
pooling of interests.
The Securities and Exchange Commission ("SEC") in its Accounting
Series Release No. 135 ("ASR No. 135"), prohibits affiliates of the parties to a
business combination accounted for as a pooling of interests from selling any
common stock received in such business combination until such time as financial
results covering at least 30 days of post-merger combined operations of the
parties have been published. In accordance with ASR No. 135, the combined
results of operations of the Company and Q-bit for the month ended November 28,
1997 were as follows:
Revenues $12,130,000
Net Income $877,000
Net Income per Share $0.04
The above results have been prepared and published only for purposes
of complying with the accounting requirements of the SEC regarding pooling of
interests and, therefore, are not indicative or predictive of results for any
interim period or for the fiscal year ended January 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized, on February 19, 1998.
REMEC, INC.
By: /s/ MICHAEL McDONALD
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Michael McDonald
Senior Vice President
Chief Financial Officer and Secretary
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