8-K

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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) October 29, 2002

SPECTRIAN CORPORATION
(Exact Name of the Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)
0-24360 (Commission File Number)	77-0023003 (I.R.S. Employer Identification No.)
350 West Java Drive, Sunnyvale, California 94089 (Address of Principal Executive Offices) (Zip Code)

(408) 745-5400
(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

        On October 29, 2002, Spectrian Corporation, a Delaware corporation ("Spectrian"), entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with REMEC, Inc., a California corporation ("REMEC") and Reef Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of REMEC ("Merger Sub"), pursuant to which REMEC will acquire Spectrian by a merger of Merger Sub with and into Spectrian ("Merger"). The Merger Agreement amends the Agreement and Plan of Merger and Reorganization by and among Spectrian, REMEC and Reef Acquisition Corp. dated as of May 19, 2002. As a result of the Merger, outstanding Spectrian common stock will be converted into the right to receive one share of REMEC common stock. The parties intend for the merger to be considered a tax-free reorganization under the Internal Revenue Code with respect to the REMEC common stock issued to Spectrian stockholders.

        Consummation of the Merger is subject to the satisfaction of certain conditions, including (1) approval of the Merger Agreement and the Merger by the shareholders of REMEC and the stockholders of Spectrian, (2) effectiveness of a registration statement registering with the Securities and Exchange Commission the shares of REMEC common stock to be issued in the merger, (3) compliance with all applicable provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of all applicable waiting periods thereunder and (4) certain other customary conditions.

        Attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference are copies of the joint press release of Spectrian and REMEC announcing the Merger Agreement and Spectrian's press release of its selected financial results for the three months ended September 29, 2002.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit	Description
99.1	Joint Press Release dated October 29, 2002 of REMEC, Inc. and Spectrian Corporation.
99.2	Press Release dated October 29, 2002 of Spectrian Corporation.

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.

Dated: October 30, 2002

SPECTRIAN CORPORATION
By:	/s/  THOMAS H. WAECHTER Thomas H. Waechter President and Chief Executive Officer
By:	/s/  MICHAEL D. ANGEL Michael D. Angel Executive Vice President, Finance and Administration, Chief Financial Officer and Secretary

SPECTRIAN CORPORATION
FORM 8-K

INDEX TO EXHIBITS

Exhibit	Description
99.1	Joint Press Release dated October 29, 2002 of REMEC, Inc. and Spectrian Corporation.
99.2	Press Release dated October 29, 2002 of Spectrian Corporation.

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Item 5. Other Events.
Item 7. Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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REMEC and Spectrian Announce Revised Acquisition Terms

Exhibit 99.1

News Release

Contacts:

Spectrian Corporation.
Thomas H. Waechter, President & Chief Executive Officer
Michael D. Angel, Chief Financial Officer
(408) 745-5400

REMEC, Inc.
Ronald E. Ragland, Chairman & Chief Executive Officer
David L. Morash, Chief Financial Officer
(858) 505-3713

REMEC and Spectrian Announce Revised Acquisition Terms

        SUNNYVALE, CA—October 29, 2002—REMEC, Inc. (Nasdaq: REMC) and Spectrian Corporation (Nasdaq: SPCT) jointly announced today that they have entered into an agreement revising the terms relating to REMEC's acquisition of Spectrian that was previously announced on May 19, 2002.

        Pursuant to the terms of the revised merger agreement, each share of Spectrian common stock will be exchanged for one share of REMEC common stock, valuing the proposed acquisition at approximately $39.5 million based on REMEC's closing price on Tuesday, October 29, 2002.

        Ronald Ragland, Chairman and Chief Executive Officer of REMEC, said that, "We believe that the revised deal is reflective of the current economic conditions affecting our industry and the need to present our respective shareholders with a transaction that makes an optimum contribution to shareholder value."

        "The revised agreement takes into account current market conditions and the changes in circumstances that have occurred since the original agreement was signed in May 2002, "added Thomas H. Waechter, President and Chief Executive Officer of Spectrian. "We believe that the combination of the two companies will provide Spectrian's business with growth opportunities and the Spectrian stockholders with the benefits of ownership of the combined entity."

        REMEC expects to issue approximately 11.47 million new shares in connection with the transaction, resulting in Spectrian shareowners owning approximately 21% of the combined company.

        At the close of trading on Tuesday, October 29, 2002, REMEC's common stock closed at $3.44 and Spectrian's shares closed at $2.41.

REMEC and Spectrian Announce Revised Acquisition Terms                                                                         Page 2

        The transaction is subject to REMEC and Spectrian shareholders' approval, as well as customary closing conditions and certain regulatory approvals, including the completion of the Securities and Exchange Commission's review of Spectrian's Annual Report on Form 10-K for the fiscal year ended March 31, 2002 and its subsequent reports on Form 10-Q. REMEC and Spectrian expect the closing to occur before the end of calendar 2002.

About REMEC

        REMEC is a designer and manufacturer of high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks and in defense and space electronics applications. REMEC is located at 3790 Via de la Valle, Del Mar, CA 92014. For more information, visit the company's Web site at http://www.remec.com/ or call (858) 505-3713.

About Spectrian

        Spectrian is a leading designer and manufacturer of single carrier and multicarrier high-power RF amplifiers for the worldwide wireless communications industry, utilized in both wireless data and voice applications. Spectrian supports AMPS, CDMA, TDMA, GSM, EDGE and 3G technologies for mobile and fixed wireless networks. Spectrian is located at 350 W. Java Drive, Sunnyvale, CA 94089. For more information, visit the company's Web site at http://www.spectrian.com/ or call (408) 745-5400.

        Spectrian is a registered trademark of Spectrian Corporation. Other brand or product names are registered trademarks or trademarks of their respective holders.

Forward-looking Statements

        Certain statements in this press release are forward-looking statements that are subject to risks and uncertainties. Results could differ materially based on these risks and uncertainties. Further information on factors that could affect REMEC's results are included in REMEC's Annual Report on Form 10-K for the year ended January 31, 2002 and Forms 10-Q for the interim quarters on file with the Securities and Exchange Commission. Further information on factors that could affect Spectrian's results are included in Spectrian's Annual Report on Form 10-K for the year ended March 31, 2002 on file with the Securities and Exchange Commission and Forms 10-Q for the interim quarters on file with the Securities and Exchange Commission.

Additional Information

        REMEC plans to amend its previously filed preliminary Registration Statement on SEC Form S-4 in connection with the merger, and REMEC and Spectrian expect to mail a Joint Proxy Statement/ Prospectus to the respective holders of their common stock containing information about the merger. Investors and security holders are urged to read the Amended Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Amended Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about REMEC, Spectrian, the merger and related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov./

REMEC and Spectrian Announce Revised Acquisition Terms                                                                         Page 3

        REMEC, its directors, executive officers and certain members of management and employees may be soliciting proxies from REMEC's shareholders in favor of the issuance of REMEC shares in connection with the merger. A description of any interests that REMEC's directors and executive officers have in the merger will be available in the Joint Proxy Statement/Prospectus.

        Spectrian, its directors, executive officers and certain members of management and employees may be soliciting proxies from Spectrian's stockholders in favor of the adoption of the merger agreement. A description of any interests that Spectrian's directors and executive officers have in the merger will be available in the Joint Proxy Statement/Prospectus.

###

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Exhibit 99.1

REMEC and Spectrian Announce Revised Acquisition Terms

EX-99.2

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Exhibit 99.2

Contact: Michael D. Angel
Chief Financial Officer
SPECTRIAN
408-745-5788
michael_angel@spectrian.com
or
Michelle J. Kim
Marketing Communications Manager
SPECTRIAN
408-745-5785
michelle_kim@spectrian.com

FOR IMMEDIATE RELEASE

SPECTRIAN ANNOUNCES SELECTED SECOND QUARTER RESULTS

        SUNNYVALE, Calif., Oct. 29, 2002—Spectrian Corporation (Nasdaq: SPCT), a leader in the design and manufacture of power amplifiers for the wireless infrastructure market, today announced that it would release its full financial results for the quarter ended September 29, 2002 after the close of the market on October 30, 2002.

        REMEC, Inc. and Spectrian announced today that they had amended their agreement to provide that each share of Spectrian common stock will be exchanged for one share of REMEC common stock. The timing of the previously announced acquisition by REMEC, Inc. remains subject to the outcome of the ongoing review by the Securities and Exchange Commission of Spectrian's Annual Report on Form 10-K for the fiscal year ended March 31, 2002 and its subsequent reports on Form 10-Q. The parties announced their intentions to complete the transaction by the end of calendar 2002.

        In light of Spectrian and REMEC's announcement today that they have amended their agreement to merge, Spectrian is providing selected financial results as follows prior to its previously scheduled release of financial results:

        Spectrian's revenue for the quarter ended September 29, 2002 was $5.9 million.

Spectrian Announces Selected Second Quarter Results                                                                         Page 2

        For the quarter ended September 29, 2002, the pro forma net loss was $34.7 million, or $3.03 per diluted share. Spectrian's pro forma net loss for the quarter ended September 29, 2002 included a net charge to cost of sales expense aggregating approximately $23.8 million attributable to (i) the write-down of inventory to lower of cost or market, (ii) excess and obsolete inventory charges, and (iii) adverse inventory purchase commitments, due to poor actual and anticipated economic and business conditions.

        Spectrian will be conducting a conference call to discuss the results for the second quarter and to provide guidance. An audio simultaneous Webcast will be available on October 30, 2002 at 2 p.m. PST. Log on to the Spectrian Website at www.spectrian.com. The call will last approximately one hour. The webcast will be archived on the website. You can also access a playback of this call. The recording will be available at 5 p.m. PST on October 30, 2002 and will end on November 8, 2002. To access this, please call (800) 642-1687 or (706) 645-9291 and enter reservation number 6210286.

        Spectrian is a leading designer and manufacturer of single carrier and multicarrier high-power RF amplifiers for the worldwide wireless communications industry, utilized in both wireless data and voice applications. Spectrian supports AMPS, CDMA, TDMA, GSM, EDGE and 3G technologies for mobile and fixed wireless networks. Spectrian is located at 350 West Java Drive, Sunnyvale, California 94089. For more information, visit the company's Web site at www.spectrian.com or call 408/745-5400.

Forward Looking Statements

        Certain statements in this press release, including the outcome of the Securities and Exchange Commission's review of Spectrian's annual and quarterly reports are forward-looking statements that are subject to risks and uncertainties. Results could differ materially based on various factors including, and without limitation, the impact of the outcome of the Securities and Exchange Commission's review of Spectrian's annual and quarterly reports. Further information on factors that could affect Spectrian's results are included in Spectrian's Annual Report on Form 10-K for the year ended March 31, 2002 and Form 10-Q for the quarter ended June 30, 2002.

REMEC and Spectrian Announce Revised Acquisition Terms                                                                         Page 3

Additional Information

        REMEC plans to amend its previously filed preliminary Registration Statement on SEC Form S-4 in connection with the merger, and REMEC and Spectrian expect to mail a Joint Proxy Statement/Prospectus to the respective holders of their common stock containing information about the merger. Investors and security holders are urged to read the Amended Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Amended Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about REMEC, Spectrian, the merger and related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the U.S. Securities and Exchange Commission at www.sec.gov.

        Spectrian, its directors, executive officers and certain members of management and employees may be soliciting proxies from Spectrian's stockholders in favor of the adoption of the merger agreement. A description of any interests that Spectrian's directors and executive officers have in the merger will be available in the Joint Proxy Statement/Prospectus.

        Spectrian is a registered trademark of Spectrian Corporation. Other brand or product names are registered trademarks or trademarks of their respective holders.

(c)  Spectrian Corporation, 2002. All rights reserved.

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Exhibit 99.2

SPECTRIAN ANNOUNCES SELECTED SECOND QUARTER RESULTS