REMEC LIQUIDATING TRUST (REMC) SPO
|Company Name||REMEC LIQUIDATING TRUST|
|Company Address||10636 SCRIPPS SUMMIT COURT
SAN DIEGO, CA 92131
|CEO||Robert W. Shaner|
|Employees (as of 1/31/2004)||5071|
|State of Inc||CA|
|Fiscal Year End||1/31|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||--|
|Shareholder Shares Offered||1,892,097|
|Lockup Period (days)||180|
|Quiet Period Expiration||--|
We will not receive any proceeds from the sale of shares of our common stock by the selling shareholders pursuant to this prospectus. The selling shareholders will receive all of the proceeds from the sale of the shares offered by this prospectus.
The markets for our products are extremely competitive and are characterized by rapid technological change, new product development, product obsolescence and evolving industry standards. In addition, price competition is intense and the market prices and margins of our products decline as competitors begin making similar products. We face competition from component/subsystem manufacturers, but we believe that our primary competition is from the captive manufacturing operations of large wireless communications OEMs, including nearly all of the major telecommunications equipment providers, and defense prime contractors. We believe that our future success depends largely upon the extent to which these OEMs and defense prime contractors elect to purchase subsystems and integrated components from outside sources such as us. OEMs and defense prime contractors could develop greater internal capabilities and manufacture these products exclusively in-house, rather than outsourcing them, which would have a negative impact on our sales.
REMEC designs and manufactures high frequency subsystems used in the transmission of voice, video and data traffic over wireless communications networks in the defense and commercial sectors. Our products are designed to improve the capacity, efficiency, quality and reliability of wireless
communications infrastructure equipment. We also develop and manufacture highly sophisticated wireless communications equipment used in the defense industry, including communications equipment integrated into electronic systems for tactical aircraft, ships, ground systems, satellites, missile systems and smart weapons. We manufacture products that operate at the full range of frequencies currently used in wireless communications transmission, including radio frequencies, or “RF,” microwave frequencies and millimeter wave frequencies. By offering products that cover the entire frequency spectrum for wireless communications, we are able to address opportunities in the worldwide mobile wireless communications market and defense markets. On November 10, 2003, REMEC completed its acquisition of Paradigm Wireless Systems, Inc. The primary business of Paradigm Wireless Systems is the provision of RF power amplifiers to the telecommunications infrastructure industry. REMEC acquired Paradigm Wireless Systems pursuant to an agreement and plan of merger dated as of November 7, 2003 by and among REMEC, Paradigm Wireless Systems and Paradigm Acquisition Sub, Inc., a wholly-owned subsidiary of REMEC. Under the terms of the merger agreement, REMEC issued 1,892,097 shares of its common stock in consideration for the acquisition of all of the outstanding securities of Paradigm Wireless Systems with the exception of shares of Series B Preferred Stock of Paradigm Wireless Systems. REMEC was incorporated in California in January 1983. Our principal executive offices are located at 3790 Via de la Valle, Del Mar, California 92014, and the telephone number for that location is (858) 505-3713. Our Internet address is http://www.remec.com.
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