REMEC, Inc.
Ticker: REMC 9404 Chesapeake Drive
Exchange: NASDAQ-National Market San Diego, California 92123
Industry: Manufacturing (619) 560-1301

Type of Shares:Common Shares Filing Date:12/13/95
U.S. Shares:3,000,000 Offer Date:2/1/96
Non-U.S. Shares:0 Filing Price:$9.00
Primary Shares:2,000,000 Offer Price:$8.00
Secondary Shares:1,000,000 Gross Spread:$0.56
Offering Amount: $27,000,000 Selling:$0.30
Expenses:$800,000 Reallowance:$0.10
Shares Out After:7,495,769

ManagerTierPhone
Oppenheimer & Company, Inc.Lead Manager (212) 667-7402
Needham & CompanyCo-manager (212) 371-8300

Auditor: Ernst & Young
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
1/31/95 10/22/95 10/23/94 10/22/95
Revenue:$46.25$38.62$33.90Assets:$26.93
Net Income:$1.43$1.05$0.98Liabilities:$10.63
EPS:$0.26$0.19$0.18Equity:$16.30

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company designs and manufactures multi-function modules for microwave transmission systems used in defense applications and the commercial wireless telecommunications market. The Company's capabilities enable it to develop and manufacture MFMs with reduced size, weight, parts count and cost, and increased reliability and performance. The Company believes that the high cost of facilities, power and maintenance will necessitate the development of small, highly reliable and cost effective microwave "front ends" for wireless transmission systems, requiring increased use of MFMs. The Company believes that it is well positioned to capitalize on these demands because of its experience in developing smaller, lighter and more reliable MFMs for defense applications. Most of the Company's sales of MFMs have been to the defense market on programs to product tactical aircraft, satellites, missile systems and guided bombs. In addition to the MFM defense business the Company through its wholly owned subsidiary, Humphrey, Inc., designs and manufactures precision instruments for guidance control and measurement systems used by the defense, aerospace, petroleum and mining industries.

Use of Proceeds
The company intends to use approximately $4 million of the proceeds for capital expenditures needed to expand automated manufacturing capabilities. Approximately $1.75 million will be used to pay down borrowings under the company's bank revolving working capital line of credit. The company currently has no other specific plans for any significant portion of the proceeds. The company also plans to use the proceeds for general corporate purposes, including working capital.

Last updated: 10/28/96

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