-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsiYK2YClRKojWr/u6fB964WvZpRxiJl3cpdM4nqdnczqu9vzdENUrcjLkprD05J P4IMF0eck/E2YTOkTB3Y4w== 0000950150-97-001388.txt : 19971006 0000950150-97-001388.hdr.sgml : 19971006 ACCESSION NUMBER: 0000950150-97-001388 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971003 EFFECTIVENESS DATE: 19971003 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMEC INC CENTRAL INDEX KEY: 0000769874 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 953814301 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-16687 FILM NUMBER: 97690770 BUSINESS ADDRESS: STREET 1: 9404 CHESAPEAKE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6195601301 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 1 As filed with the Securities and Exchange Commission on October 3, 1997 Registration No. 333-16687 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) California 95-3814301 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9404 Chesapeake Drive, San Diego, California 92123 ----------------------------------------------------- (Address of Principal Executive Offices) Magnum Microwave Corporation 1990 Employee Stock Option Plan and 1996 Nonemployee Directors Stock Option Plan -------------------------------------------------------------------- (Full Title of the Plan) Ronald E. Ragland, Chairman of the Board and Chief Executive Officer 9404 Chesapeake Drive San Diego, California 92123 ----------------------------------------------------------------------- (Name and Address of Agent For Service) (619) 560-1301 --------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copy to: Victor A. Hebert, Esq. Heller Ehrman White & McAuliffe 333 Bush Avenue San Francisco, California 94104 (415) 772-6000 2 REMEC, INC. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT FOR MAGNUM MICROWAVE CORPORATION 1990 EMPLOYEE STOCK OPTION PLAN AND REMEC, INC. 1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN REGISTRATION COVERS SHARES RESULTING FROM STOCK SPLIT On June 27, 1997, REMEC, Inc. (the "Registrant") effected a three-for-two split of the Registrant's Common Stock, in the form of a stock dividend. Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the "Securities Act"), the Registrant's Form S-8 Registration Statement (File No. 333-16687) (the "Registration Statement") is hereby amended to increase the number of shares of Common Stock issuable under the Magnum Microwave Corporation 1990 Employee Stock Option Plan and REMEC, Inc. 1996 Nonemployee Directors Stock Option Plan from 206,551 shares to 309,826 shares. The Registration Statement is further amended to reflect that the number of shares registered includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to such employee benefit plans as the result of any future stock split, stock dividend or similar adjustment of the Registrant's outstanding common stock. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, State of California, on October 3, 1997. REMEC, INC. By: * ----------------------------------------- Ronald E. Ragland, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY TO SIGN AMENDMENTS KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Errol Ekaireb and Thomas A. George, or either of them, with full power of substitution, such person's true and lawful attorneys-in-fact and agents for such person in such person's name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as he or such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated. * Chairman of the Board, October 3, 1997 - ---------------------------------- and Chief Executive Ronald E. Ragland Officer and Director (Principal Executive Officer)
-3- 4 * President and Chief October 3, 1997 - ---------------------------------- Operating Officer and Errol Ekaireb Director /S/ THOMAS A. GEORGE Chief Financial Officer, October 3, 1997 - ---------------------------------- Senior Vice President, Thomas A. George and Secretary (Principal Financial and Accounting Officer) * Executive Vice October 3, 1997 - ---------------------------------- President, President of Jack A. Giles REMEC Microwave Division and Director * Senior Vice President, October 3, 1997 - ---------------------------------- Chief Engineer and Denny Morgan Director * Executive Vice October 3, 1997 - ---------------------------------- President and Director Joseph T. Lee * Director October 3, 1997 - ---------------------------------- Thomas A. Corcoran * Director October 3, 1997 - ---------------------------------- William H. Gibbs * Director October 3, 1997 - ---------------------------------- Andre R. Horn * Director October 3, 1997 - ---------------------------------- Gary L. Luick * Director October 3, 1997 - ---------------------------------- Jeffrey M. Nash *By /s/ THOMAS A. GEORGE ------------------------------- Thomas A. George Attorney-In-Fact
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