425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): July 11, 2005

REMEC, INC.

(Exact name of registrant as specified in its charter)

California	1-16541	95-3814301
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3790 Via de la Valle, Del Mar, CA 92014

(Address of principal executive offices, with zip code)

(858) 842-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into Material Definitive Agreement.

On July 11, 2005, REMEC, Inc. (“REMEC”) entered into Amendment No. 1 to Asset Purchase Agreement with Powerwave Technologies, Inc. (“Powerwave”), pursuant to which REMEC and Powerwave agreed to amend that certain Asset Purchase Agreement entered into by and between REMEC and Powerwave on March 13, 2005 (the “Original Agreement”), in order to, among other things, (i) modify the structure of the transaction to change certain of the assets and shares of acquired stock of the REMEC subsidiaries to be acquired by Powerwave, (ii) revise certain of the disclosure schedules to the Original Agreement, (iii) extend the date upon which the transactions contemplated in the Original Agreement must be consummated before the parties have the ability to terminate the Original Agreement under certain circumstances from July 28, 2005 to September 30, 2005 and (iv) modify and expand the scope of the transition services to be provided by Powerwave to REMEC. A copy of Amendment No. 1 to Asset Purchase Agreement is attached hereto as Exhibit 2.1.

Item 8.01 Other Events.

On July 12, 2005, REMEC announced that a Registration Statement on Form S-4 relating to the asset sale (which includes the preliminary prospectus of Powerwave and the preliminary proxy statement of REMEC) has been filed with the Securities and Exchange Commission (“SEC”) on July 12, 2005. A copy of the Press Release announcing the filing of the Registration Statement on Form S-4 is attached hereto as Exhibit 99.1.

Additional Information

Additional information regarding the terms of the asset sale is contained in a registration statement on Form S-4 filed by the parties with the SEC on July 12, 2005. Investors and security holders are encouraged to read the proxy statement-prospectus contained in the registration statement because it contains important information about REMEC, Powerwave, the asset sale and related matters. Investors and security holders are able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov.

REMEC, its directors, executive officers and certain members of management and employees may participate in the solicitation of proxies from REMEC’s shareholders in favor of the proposed asset sale. A description of any interests, by security holdings or otherwise, that the participants in the solicitation have in the asset sale is available in the proxy statement -prospectus.

Item 9.01 Exhibits.

(c) Exhibits.

The following exhibits are filed with this Current Report:

Exhibit No.	Description
2.1	Amendment No. 1 to Asset Purchase Agreement by and between REMEC, Inc. and Powerwave Technologies, Inc. dated as of July 11, 2005. (Schedules and attachments omitted.)
99.1	Press Release dated July 12, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 13, 2005		REMEC, INC.
	By:	/s/ Donald J. Wilkins
		Donald J. Wilkins
		Senior Vice President General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment No. 1 to Asset Purchase Agreement by and between REMEC, Inc. and Powerwave Technologies, Inc. dated as of July 11, 2005. (Schedules and attachments omitted.)
99.1	Press Release dated July 12, 2005.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO

ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (the “Amendment”), dated as of July 11, 2005, is made by and between Powerwave Technologies Inc., a Delaware corporation (“Purchaser Parent”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assign, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 of the Original Agreement (as defined below) (each, a “Purchaser Subsidiary” and, together with the Purchaser Parent, the “Purchasers”), on the one hand, and REMEC, Inc., a California corporation (the “Seller Parent”), on the other, and amends that certain Asset Purchase Agreement dated as of March 13, 2005, by and between the Purchasers and the Seller Parent (the “Original Agreement”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Original Agreement.

RECITALS

WHEREAS, the Parties desire to amend the Original Agreement in order to restructure the Transactions in the manner contemplated in this Amendment, and to modify certain of the sections of the Disclosure Schedule to the Original Agreement in the manner contemplated in this Amendment;

WHEREAS, the Parties also desire to amend the Original Agreement in order to have the Purchasers provide certain transition services to the Sellers following the Closing, including, without limitation, transition services with respect to the agreements of the Sellers being purchased and assumed by the Purchasers pursuant to this Amendment, in the manner contemplated in this Amendment;

WHEREAS, the Parties also desire to amend the Original Agreement in order to extend the Outside Date from July 27, 2005 until September 30, 2005; and

WHEREAS, Section 11.1 of the Original Agreement provides that the Original Agreement may be amended upon the mutual agreement of the Purchaser Parent and the Seller Parent.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter set forth, the Parties hereto agree as follows:

1. Certain Changes to the Structure of the Transactions. Prior to the Closing Date, the Seller Parent shall have caused the Sellers to have taken the actions described on Schedule 1(a) to this Amendment. In addition to the foregoing, (i) Purchaser Parent shall purchase (or shall cause the relevant Purchaser Subsidiary to purchase) the Seller Subsidiaries set forth on Schedule 1(b) to this Amendment (and Seller Parent has accordingly modified and

delivered to Purchaser Parent a new Schedule 2.1(g)(i) to the Original Agreement) and (ii) at the Closing Powerwave UK, Ltd., a UK corporation and a subsidiary of Purchaser Parent (“UK Purchaser”), shall purchase from REMEC UK Ltd. (UK), and Seller Parent shall cause REMEC UK Ltd. (UK) (“UK Seller”) to sell, transfer and assign to UK Purchaser, the assets of the UK Seller (the “UK Assets”), for an aggregate purchase price of Two Hundred Fifty Thousand U.K. Pounds Sterling (L250,000) (which amount is included in, and not in addition to, the Cash Purchase Price) which assets shall be deemed Purchased Assets for all purposes of the Original Agreement and this Amendment. A list of the UK Assets shall be set forth on Schedule 2.1(g)(ii) to the Original Agreement and shall be delivered to Purchaser Parent and the UK Purchaser at least five (5) days before Closing. In addition to the provisions of the Original Agreement, the terms and conditions set forth on Schedule 1(c) to this Amendment relating to Value Added Tax and Employees shall apply to such purchase and sale.

2. Modification and Delivery of Certain Schedules. Seller Parent has delivered to Purchaser Parent a list of revisions to Schedule 2.1(a), Schedule 2.1(f) and Schedule 2.2 to the Original Agreement.

3. Definitions. The defined term “Seller Subsidiaries” set forth in Section 1.1 of the Original Agreement is hereby amended to add (i) REMEC UK, Ltd. a corporation formed under the laws of the United Kingdom, (ii) REMEC New SRL, a corporation formed under the laws of Barbados, (iii) REMEC Wireless Systems, Inc., a corporation formed under the laws of the State of Delaware, REMEC Oy, a corporation formed under the laws of Finland, and (iv) REMEC Korea Corporation, a corporation formed under the laws of Korea, (v) REMECINC SRL, a corporation formed under the laws of Costa Rica, (vi) RMPI, LLC, a limited liability company formed under the laws of the State of California, (vii) RMPI, LLC – Philippines Branch, a limited liability company formed under the laws of the Philippines and (viii) REMEC Manufacturing Philippines, Inc., a corporation formed under the laws of the Philippines.

4. Transition Services. Seller Parent has delivered to Purchaser Parent a new Schedule 10.6 to the Original Agreement to reflect transition services to be provided by Purchaser Parent to Seller Parent after the Closing Date.

5. Offer of Employment. Purchaser Parent shall make an offer of employment, on similar terms and conditions as the employment by Sellers, to the employees of the Business in the United States.

6. Extension of Outside Date. Section 8.1(b)(i) of the Original Agreement is hereby amended in its entirety to read as follows:

“(i) if the Transactions shall not have been consummated on or before September 30, 2005 (the “Outside Date”), provided, however, that (A) the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to a party if the failure of the Transactions to have been consummated on or before the Outside Date was due to such Party’s breach or failure to perform any of its representations, warranties, covenants or agreements set forth in this Agreement; and (B) that the right of Seller Parent to terminate this Agreement under this

Section 8.1(b)(i) shall not be available to Seller Parent prior to September 1, 2005, if the failure of the Transactions to have been consummated on or before such date was due to the failure to hold the Seller Stockholders Meeting on or before such date for reasons due to the SEC’s review of the Proxy Statement or Seller Parent’s SEC Reports.”

7. Effect on Original Agreement. Except as specifically amended pursuant to the terms hereof, the terms and provisions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment No. 1 to Asset Purchase Agreement has been duly executed and delivered by the parties as of the date first above written.

POWERWAVE TECHNOLOGIES, INC.
By:	/s/ Kevin T. Michaels

Print Name: Kevin T. Michaels

Its: Chief Financial Officer

REMEC, INC.
By:	/s/ Winston E. Hickman

Print Name: Winston E. Hickman

Its: EVP, Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact: Marie Castro (858) 842-3399     

News Release

REMEC Announces Filing of Form S-4 Registration Statement

(including a Preliminary Proxy Statement) relating to

the Sale of its Wireless Systems Business

SAN DIEGO, CA — July 12, 2005 — REMEC, Inc. (NASDAQ: REMC) announced today that a Registration Statement on Form S-4 (which includes the preliminary prospectus of Powerwave Technologies, Inc. and the preliminary proxy statement of REMEC) has been filed with the Securities and Exchange Commission (“SEC”) on July 12, 2005 relating to the proposed sale of selected assets and liabilities of REMEC’s Wireless Systems business to Powerwave (NASDAQ: PWAV). The Registration Statement has not yet become effective, and the information contained in it is subject to change. After the registration statement has been declared effective, a definitive proxy statement will be sent to REMEC’s shareholders prior to holding any special meeting to vote on the proposed transaction.

A link to the Form S-4 is available on the company’s website (www.remec.com) or it can be viewed at the SEC website (www.sec.gov) under filings by Powerwave. Investors and security holders are encouraged to read the proxy statement-prospectus contained in the registration statement because it contains important information about REMEC, Powerwave, the asset sale and related matters. REMEC, its directors, executive officers and certain members of management and employees may participate in the solicitation of proxies from REMEC’s shareholders in favor of the proposed sale. A description of any interests, by security holdings or otherwise, that the participants in the solicitation have in the merger will be available in the Proxy Statement.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement

becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About REMEC

REMEC, Inc. is a designer and manufacturer of high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks.

Forward-looking Statements

Statements in this press release that are not historical are forward-looking statements, which involve known and unknown risks and uncertainties. Actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including, general and industry economic conditions, competition, development factors, operating costs and other risks and uncertainties that are detailed from time to time in our filings with the Securities and Exchange Commission.

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