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): ~~December~~January 3128, ~~2010~~2011

REMEC, ~~INC.~~Liquidating Trust

(Exact name of registrant as specified in its charter)

California		1-16541		9527-~~3814301~~6929969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3790 Via de la Valle, Del Mar, CA 92014

(Address of principal executive offices, with zip code)

(858) 259-4265

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

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.~~01.~~02 ~~Completion~~Results of ~~Acquisition~~Operations orand ~~Disposition~~Financial ~~of Assets~~Condition

On ~~November~~or about January 1728, ~~2010~~2011, the REMEC, ~~Inc.,~~Liquidating Trust (the “Trust”) issued a ~~California~~letter ~~corporation~~to its Beneficiaries (the “~~Company~~Letter”) reporting a net asset value of $0.0991 per beneficial unit in the Trust as of January 1, ~~announced~~2011. The Trust also provided the beneficiaries with the Statement of Net Assets in ~~its~~Liquidation ~~Current~~for ~~Report~~the onTrust, ~~Form~~dated ~~8-K~~January 1, ~~that~~2011 it(the ~~had~~“Statement”), ~~entered~~which ~~into~~also includes a ~~liquidating~~report ~~trust~~of ~~agreement~~the Trust’s independent registered public accounting firm. The Trust provided this information to ~~form~~assist the former shareholders of REMEC, Inc. (“REMEC”) in determining the tax impact of the transfer of the remaining assets and liabilities of REMEC ~~Liquidating~~to the Trust, aseffective ~~contemplated~~December 31, by2010, and to enable the ~~Plan~~beneficiaries of ~~Complete~~the ~~Liquidation~~Trust ~~and~~to ~~Dissolution~~determine ~~previously~~their ~~approved~~tax basis in the beneficial units of the Trust effective on January 1, 2011. The foregoing summary is qualified in its entirety by reference to the ~~Company’s~~Letter ~~shareholders~~and the Statement, copies of which are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

~~Effective~~In ~~January 1,~~accordance ~~2011,~~with ~~all~~General Instruction B.2 of ~~the~~Form ~~Company’s~~8-K, ~~assets~~this ~~and~~information ~~liabilities~~in ~~were~~this ~~transferred~~Item 2.02 toand ~~the~~Exhibits ~~REMEC~~99.1 ~~Liquidating~~and ~~Trust~~99.2 ~~pursuant~~attached tohereto, ~~the~~shall ~~terms~~not ofbe ~~the~~deemed ~~liquidating~~“filed” ~~trust~~for ~~agreement~~the ~~and~~purposes ~~each~~of ~~shareholder~~Section 18 of ~~record of~~ the ~~Company’s~~Securities ~~common~~Exchange ~~stock~~Act ~~at the close~~ of ~~the~~1934 ~~Company’s~~or ~~stock~~otherwise ~~transfer~~subject ~~books~~to atthe ~~4:00~~liabilities ~~p.m.~~of ~~(Eastern)~~that ~~on December 31~~section, ~~2010~~nor ~~automatically~~shall ~~became~~such ~~the~~information ~~holder~~and ofthe ~~one~~financial ~~unit~~information ofcontained ~~beneficial interest~~ in ~~the~~such ~~REMEC Liquidating~~exhibit ~~Trust~~be ~~for~~deemed ~~each~~incorporated ~~one share of the Company’s common stock held of record~~ by ~~such~~reference ~~shareholder.~~into ~~Upon~~any ~~completion~~filing under of the ~~transfer~~Securities Act of ~~assets~~1933 ~~and~~or ~~liabilities to~~ the ~~REMEC~~Securities ~~Liquidating~~Exchange ~~Trust,~~Act ~~all outstanding shares~~ of ~~the Company’s stock were deemed cancelled~~1934, ~~and~~except ~~trading~~as inshall ~~those~~be ~~share~~expressly onset ~~the~~forth ~~OTCBB~~by ~~under~~specific ~~the~~reference ~~symbol~~in ~~REMC.OB~~such ~~ceased,~~a ~~effective January 1, 2011~~filing.

~~The~~Item ~~Company~~8.01 isRegulation inFD ~~the process of completing its final dissolution in the State of California~~Disclosure.

~~The~~Reference ~~liquidating~~is ~~trust~~made ~~agreement~~to ~~was~~the ~~filed~~information asdisclosed ~~Exhibit~~pursuant 10to Item 2.802 toabove. ~~the~~The ~~Company’s~~information furnished under this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” onfor ~~November~~the purposes of Section 1718 of the Securities and Exchange Act of 1934, ~~2010.~~ as amended, or otherwise subject to the liabilities of that section.

Item 59.0201. ~~Departure~~Financial ofStatements ~~Directors~~and ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers~~Exhibits.

In(d) connection with the transfer of the Company’s assets and liabilities to the REMEC Liquidating Trust on January 1, 2011, the following directors resigned from the Company’s Board of Directors, effective at December 31, 2010 at 11:59 pm: Thomas AExhibits. Corcoran, Mark D. Dankberg, William H. Gibbs, Andre R. Horn and Jeffrey M. Nash. In addition, David F. Wilkinson resigned as the Company’s Chief Financial Officer. None of these resignations related to any disagreement with the Company.

Richard A. Sackett, the Company’s President, General Counsel and Secretary, will continue to serve as the sole director on the Company’s Board of Directors and as the Company’s principal executive officer. In addition, Mr. Sackett was appointed to serve as the Company’s Chief Financial Officer, effective January 1, 2011. Mr. Sackett has served as the President of the Company since January 2006 and was elected to the Company’s Board of Directors in June 2006. Mr. Sackett joined the Company in July 2002, and served as Assistant General Counsel of the Company from January 2003 to September 2005. In October 2005, he was appointed as the Company’s Vice President, General Counsel and Secretary. Mr. Sackett retained the offices of General Counsel and Secretary upon becoming President. Prior to joining the Company in July 2002, Mr. Sackett was Counsel for National Steel and Shipbuilding Company (NASSCO) in San Diego, California from 1990 to 2002. Mr. Sackett received a J.D. from the University of San Diego School of Law in 1978, and practiced law in San Diego in law firms and as in-house counsel for public and private companies from 1978 to 1990.


Exhibit No.		Description
99.1		Letter to Beneficiaries of the REMEC Liquidating Trust, dated January 26, 2011.
99.2		REMEC Liquidating Trust Statement of Net Assets in Liquidation, dated January 1, 2011.

Mr. Sackett will also serve as the Trustee of the REMEC Liquidating Trust.

Item 8.01 Other Events

On January 5, 2011 the Company filed a Form 15 with the Securities and Exchange Commission to terminate the registration of the Company’s common stock under the Securities Exchange Act of 1934, and the Company announced that it will cease filing reports under that act. However, the Trustee will issue to beneficiaries of the REMEC Liquidating Trust and file with the Securities and Exchange Commission, annual reports on Form 10-K and current reports on Form 8-K.

The existence of the REMEC Liquidating Trust will terminate upon the earliest of (i) the distribution of all of the REMEC Liquidating Trust’s remaining assets in accordance with the terms of the Trust Agreement (expected to occur approximately in March 2012), or (ii) the expiration of a period of three (3) years from the date assets are first transferred to the REMEC Liquidating Trust. The existence of the REMEC Liquidating Trust may, however, be extended beyond the three (3) year term if the Trustee then determines that an extension is reasonably necessary to fulfill the purpose of the Liquidating Trust and, prior to such extension, the Trustee has requested and received certain no-action assurances from the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

As a result of the transfer of the Company’s assets and liabilities to the REMEC Liquidating Trust, the Company’s pro forma financial statements reflect zero net assets effective January 1, 2011.

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, INC.
REMEC Liquidating Trust
Date: January 6, 2011	By:	/S/ RICHARD SACKETT
Date: January 28, 2011	By:	/s/ Richard A. Sackett
		Richard Sackett
		Richard A. Sackett
		President
		Trustee

4EXHIBIT INDEX


Exhibit No.		Description
99.1		Letter to Beneficiaries of the REMEC Liquidating Trust, dated January 26, 2011.
99.2		REMEC Liquidating Trust Statement of Net Assets in Liquidation, dated January 1, 2011.

Filing Compare · REMEC LIQUIDATING TRUST