S-3

As filed with the Securities and Exchange Commission on April 2, 2004

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

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 incorporation or organization)	(I.R.S. Employer Identification No.)

3790 Via de la Valle, Del Mar, CA 92014 (858) 505-3713

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Donald J. Wilkins

Vice President, General Counsel and Secretary

3790 Via de la Valle, Del Mar, California 92014 (858) 505-3713

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Randall B. Schai, Esq.

Heller Ehrman White & McAuliffe LLP

333 Bush Street

San Francisco, California 94104-2878

Telephone: (415) 772-6000

Facsimile: (415) 772-6268

Approximate date of commencement of proposed sale to the public:    From time to time as soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    x    Registration No. 333-111409

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Common Stock, par value $0.01 per share	34,385	$	7.605	$	261,497.92	$	33.13

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers any additional securities of Registrant that become issuable by reason of any stock dividend, stock split, recapitalization, reorganization or similar event effected without receipt of consideration which results in an increase in the number of outstanding shares of Registrant’s common stock.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq National Market on March 29, 2004.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-111409) filed by REMEC, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on December 19, 2003, as amended, which was declared effective by the SEC on January 8, 2004, and including the documents filed by the Company with the SEC and incorporated or deemed to be incorporated therein, are incorporated herein by reference.

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-3 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 April 2, 2004.

REMEC, Inc.
By:	/s/    Robert W. Shaner
	Robert W. Shaner
	Interim Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert W. Shaner and Thomas H. Waechter, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-3, and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/    Robert W. Shaner         Robert W. Shaner	Interim Chief Executive Officer (Principal Executive Officer)	April 2, 2004
/s/    Winston E. Hickman         Winston E. Hickman	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 2, 2004
/s/    Martin Cooper         Martin Cooper	Director, President and Chief Executive Officer	April 2, 2004
/s/    Thomas A. Corcoran         Thomas A. Corcoran	Director	April 2, 2004
/s/    Mark D. Dankberg         Mark D. Dankberg	Director	April 2, 2004
/s/    William H. Gibbs         William H. Gibbs	Director	April 2, 2004
/s/    Andre R. Horn         Andre R. Horn	Chairman of the Board	April 2, 2004
/s/    Harold E. Hughes         Harold E. Hughes	Director	April 2, 2004
/s/    Jeffrey M. Nash         Jeffrey M. Nash	Director	April 2, 2004

II-1

REMEC, INC.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1	Opinion of Heller Ehrman White & McAuliffe LLP.
23.1	Consent of Heller Ehrman White & McAuliffe LLP (filed as part of Exhibit 5.1).
23.2	Consent of Ernst & Young LLP, Independent Auditors.
24.1	Power of Attorney (included on page II-1).

EX-5.1

Exhibit 5.1

April 2, 2004

Main (650) 324-7000

Fax (650) 324-0638

REMEC, Inc.

3790 Via de la Valle, Suite 311

Del Mar, California 92014

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to REMEC, Inc., a California corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) which the Company proposes to file with the Securities and Exchange Commission on or about April 2, 2004, for the purpose of registering for resale under the Securities Act of 1933, as amended, 34,385 shares of the Company’s Common Stock, no par value (the “Shares”). The Shares are issuable in connection with the Agreement and Plan of Merger dated as of November 7, 2003 (the “Agreement”), by and among the Company, Paradigm Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Paradigm Wireless Systems, Inc., a Delaware corporation.

In connection with this opinion, we have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents and instruments:

(a) The Restated Articles of Incorporation of the Company, as amended to date, certified by the Secretary of State of the State of California as of April 1, 2004 and certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;

(b) The Bylaws of the Company, as amended to date, certified to us by an officer of the Company as being complete and in full force and effect as of the date of this opinion;

(c) An Officer Certificate of the Company attaching records certified to us as constituting all records of proceedings and actions of the Board of Directors and

Heller Ehman White & McAuliffe LLP 275 Middlefield Road Menlo Park, CA 94025-3506 www.hewm.com

San Francisco Silicon Valley Los Angeles San Diego Seattle Portland Anchorage New York Washington D.C. Hong Kong Singapore

Affiliated Camelutti Offices: Milan Rome Paris Padua Naples

	REMEC, Inc.
	April 2, 2004
	Page 2

shareholders of the Company relating to (i) the adoption and approval of the Agreement, (ii) the issuance of the Shares and (iii) certain factual matters;

(d) The Agreement;

(e) The Registration Statement; and

(f) A letter from Mellon Investor Services LLC, the Company’s transfer agent, dated March 31, 2004, as to certain factual matters.

This opinion is limited to the federal laws of the United States of America and the laws of the State of California, and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any other statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion.

Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered and sold, (ii) the full consideration stated in the Agreement was paid for each Share, (iii) appropriate certificates evidencing the Shares are executed and delivered by the Company, and (iv) all applicable securities laws are complied with, it is our opinion that the Shares covered by the Registration Statement have been validly issued and are fully paid and non-assessable.

This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity for any purpose, without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we may become aware, after the date of this opinion.

We hereby consent to the reference to our firm under the caption “Experts” in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/    Heller Ehrman White & McAuliffe LLP

EX-23.2

Exhibit 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 for the registration of 34,385 shares of REMEC, Inc.’s common stock, the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 No. 333-111409), and to the incorporation by reference therein of our reports dated March 14, 2003, except for Note 10 as to which the date is April 14, 2003, with respect to the consolidated financial statements and schedule of REMEC, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended January 31, 2003, filed with the Securities and Exchange Commission.

/s/    ERNST & YOUNG LLP

San Diego, California

March 30, 2004