8-K

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): November 30, 2012

REMEC LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

California	1-16541	27-6929969
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

10636 Scripps Summit Court, Suite 143 San Diego, CA 92131

(Address of principal executive offices, with zip code)

(858) 259-4265

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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 2.02 Results of Operations and Financial Condition.

As previously announced, the REMEC Liquidating Trust (the “Trust”) made its final liquidating distribution of $0.0964 per Beneficial Trust Unit to the Beneficiaries of the Trust of record on October 1, 2012. With this final distribution, the Trust completed its sole purpose, which was to finalize the winding-up of the affairs of REMEC, Inc. The Trustee of the Trust, Richard A Sackett, has now paid all remaining liabilities, costs and expenses of the Trust, and distributed all remaining proceeds to the Beneficiaries. As such, the Trustee terminated the Trust effective on November 30, 2012.

In connection with the termination of the Trust, the Trust has completed and sent its final letter (the “Closing Letter”) and Statement of Income/(Loss) for fiscal 2012 (the “Grantor Statement”) to the Beneficiaries of the Trust. The Closing Letter and the Grantor Statement are intended to provide the tax information a Beneficiary is required to include in his, her or its Federal income tax return for the tax year ending December 31, 2012.

The Trustee intends to file the Trust’s 2012 Federal and California State tax returns in early 2013. It is anticipated that the Trust’s website, www.remec.com, will remain accessible until April 30, 2015 to provide historical tax and other information to the Beneficiaries, including the Grantor Letter and the Statement.

The foregoing summary is qualified in its entirety by reference to the Closing Letter and the Grantor Statement, a copy of which are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

In accordance with General Instruction B.2 of Form 8-K, this information in this Item 2.02 and Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and the financial information contained in such exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Regulation FD Disclosure.

Reference is made to the information disclosed pursuant to Item 2.02 above. The information furnished under this Item 8.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	REMEC Liquidating Trust 2012 Closing Letter.
99.2	Statement of Income/(Loss) for the year-ended December 31, 2012.

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SIGNATURES

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

	REMEC LIQUIDATING TRUST
Date: December 4, 2012	By:	/s/ Richard A. Sackett
		Richard A. Sackett, Trustee

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EX-99.1

Exhibit 99.1

REMEC LIQUIDATING TRUST

CLOSING LETTER and 2012 GRANTOR TAX STATEMENT

This letter provides information to Beneficiaries of the REMEC Liquidating Trust (the “Trust”) in accordance with the Liquidating Trust Agreement between REMEC, Inc. and Richard A. Sackett, as Trustee. The attached 2012 Grantor Statement of Income/(Loss) (the “Statement”) is intended to provide tax information for a Beneficiary’s Federal income tax return for the tax year ending December 31, 2012. Beneficiaries will not be issued a 2012 Form 1099-MISC from the Trust for the attached Grantor Statement.

Status of the Trust

In 2012, the Trustee conducted activities consistent with the Trust purposes and in doing so realized income and incurred expenses, which are reflected on the attached Statement. In particular, total Passive (non-operating) Income of $56,642.00 was realized as a result of the reversal of prior accruals for estimated Legal, Professional and Accounting fees and expenses at the closing of the Trust.

Effective October 1, 2012, the Trust made its sole (since its inception on January 1, 2011) and final liquidating distribution to the Beneficiaries in the total amount of $2,894,971.84, or $0.0964 per Beneficial Unit (each such unit being equal to one share of common stock of REMEC, Inc., which was dissolved effective March 18, 2011). With this final distribution, the Trust has now completed its sole purpose, which was to complete the winding-up of the affairs of REMEC, Inc. and to distribute the proceeds therefrom to the Beneficiaries. The Trust terminated effective November 30, 2012.

The Trustee intends to file the Trust 2012 Federal and California State tax returns in early 2013. It is anticipated that the Trust’s website, www.remec.com will remain accessible until April 30, 2015 to provide historical tax and other information to Beneficiaries, including this letter and the attached Statement.

General Tax Information

For Federal income tax purposes, the Trust is treated as a “grantor” trust. As such, the Trust itself is not subject to Federal income tax. Instead, each Beneficiary will be treated as having a direct interest in an allocable pro rata share of each asset and liability of the Trust. As a result, an allocable portion of all items of Trust income, deductions and credits must be reported by Beneficiaries on their income tax return(s). The attached Statement has been prepared on a per-unit basis. Accordingly, each Beneficiary should use the number of Beneficial Units held by them to determine their individual tax impact.

Also for Federal income tax purposes, on October 1, 2012, (the date of the final liquidating distribution), each Beneficiary on that date will be treated as having received an amount equal to $0.0964 per Beneficial Unit multiplied by the number of Beneficial Units held by such Beneficiary. Accordingly, on that date each Beneficiary should recognize gain or loss in an amount equal to the difference between (x) their share of the final liquidating distribution, and (y) such Beneficiary’s tax basis in the Beneficial Units held by such Beneficiary as of October 1, 2012. The Beneficial Units had an initial tax basis of $0.0991 when the Trust was formed effective January 1, 2011. Beneficiaries should receive a Form 1099 from their brokers (for former unregistered shareholders) or Computershare Shareowner Services (for former registered shareholders) based on this distribution.

The tax information in this letter is for general informational purposes only and does not address all possible tax considerations that may be material to a Beneficiary and does not constitute legal or tax advice. Moreover, it does not deal with all tax aspects that might be relevant to a Beneficiary, in light of its personal circumstances, nor does it deal with particular types of Beneficiaries that are subject to special treatment under the federal income tax laws. The state, local and foreign tax consequences of any items of income, gain, loss, deduction or credit of the Trust may be treated differently for state, local and foreign tax purposes than for federal income tax purposes. To ensure compliance with requirements imposed by the Internal Revenue Service, any tax information contained in this letter is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

The Trustee cannot and does not provide individual income tax advice or guidance; Beneficiaries are urged to consult with their own tax advisers with respect to their individual tax consequences.

EX-99.2

Exhibit 99.2

REMEC LIQUIDATING TRUST

EMPLOYER ID NUMBER: 27-6929969

STATEMENT OF INCOME/(LOSS)

YEAR ENDED DECEMBER 31, 2012

	In Whole Dollars		Per Unit		Per 1,000 Units
Interest Income	$	1,169	$	0.00004	$	0.03893
(Enter on Form 1040, Schedule B, Part I, Line 1)
Passive Income (Loss) from Estates and Trust
Income
Other Income		56,642
Total Passive Income		56,642
Expenses
Workers Compensation		10,848
Bank Charges		6,149
Office Supplies		249
Postage		31
Travel		747
Meals & Entertainment (@50%)		86
Outside Services		3,248
Taxes and Licenses		347
Rent		6,499
Telephone		673
Insurance		7,726
Total Passive Expenses		36,603
Total Passive Income (Loss) from Estates and Trust		20,039	$	0.00067	$	0.66728
(Enter on Form 1040, Schedule E, Part III)
Miscellaneous Deductions Subject to 2% Limitation	$	—	$	—	$	—
(Enter on Form 1040, Schedule A, Lines 22 & 23)
Total Beneficiary Units Outstanding		30,030,830
Total Distributions During 2012	$	2,894,972	$	0.09640	$	96.40