On October 7, 2005, REMEC, Inc. (the “Company”) informed certain retired former officers of the Company that pursuant to the adoption of a plan of dissolution for the Company by the Company’s shareholders, the Company’s health care benefits for all employees and retirees would cease as of December 31, 2005. On May 11, 2006, the Company received written notice from two retired former officers asserting claims against the Company for lifetime medical benefits for these former officers, their spouses and minor children. The total of both claims exceeded $11.0 million. The Company denied these claims in total. On or about November 13, 2006, the Company and each of the former officers agreed to a private binding arbitration to resolve this dispute. A former spouse of one of the officers joined the arbitration to assert an individual claim. The arbitration hearing was held in San Diego, California on April 21st to 25th, 2008.

On May 14, 2008, the arbitrator issued an award to the parties, and determined that none of the claimants were entitled to any recovery from the Company.

The Company’s Board of Directors will determine whether a liquidating distribution should be made to the Company’s shareholders in consideration of this award at its next regularly scheduled meeting, set for June 17, 2008. If the Board elects to authorize a liquidating distribution, there is no assurance of the amount or timing of any such liquidating distribution.

In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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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.

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