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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

Date of Report (Date of earliest event reported)		November 15, 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 (Address of Principal Executive Offices)		94089 (Zip Code)
(408) 745-5400 (Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

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 (Address of Principal Executive Offices)		94089 (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.

OnIn ~~October 29,~~connection ~~2002,~~with Spectrian Corporation,'s ~~a Delaware corporation~~ (the "~~Spectrian~~Company"), ~~entered~~completion ~~into~~of anthe ~~Amended and~~sale ~~Restated Agreement and Plan~~ of ~~Merger~~its ~~and~~UltraRF ~~Reorganization~~division ~~(the~~to ~~"Merger Agreement") with REMEC~~Cree, Inc., ~~a California corporation~~ ("~~REMEC~~Cree") ~~and Reef Acquisition Corp.~~, athe ~~Delaware~~Company ~~corporation~~ and ~~a wholly owned subsidiary of REMEC~~Cree ~~("Merger~~entered ~~Sub"),~~into ~~pursuant to which REMEC will acquire Spectrian by~~ a ~~merger~~Purchase ~~of Merger Sub with~~ and ~~into~~Supply ~~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~~December 1929, ~~2002.~~2000, Asas aamended ~~result~~(the of"Purchase ~~the~~and ~~Merger,~~Supply ~~outstanding~~Agreement"). ~~Spectrian~~Pursuant ~~common~~to ~~stock~~the ~~will~~Purchase beand ~~converted~~Supply ~~into~~Agreement, the ~~right~~Company committed to ~~receive~~purchase ~~one~~and ~~share~~accept ofdelivery ~~REMEC~~from ~~common~~Cree ~~stock~~of $54.8 million ~~The~~of ~~parties~~semiconductors ~~intend~~over ~~for the merger to be considered~~ a ~~tax-free~~30 month ~~reorganization~~period ~~under~~starting ~~the~~January 2001. ~~Internal~~As ~~Revenue~~of ~~Code~~September 29, ~~with~~2002, ~~respect to~~ the ~~REMEC~~Company's remaining ~~common~~purchase ~~stock~~commitment ~~issued~~was ~~to Spectrian stockholders~~$11.3 million.

~~Consummation~~On ofNovember 15, 2002, the ~~Merger~~Company, isCree ~~subject~~and toCree ~~the~~Microwave, Inc. ~~satisfaction~~("Cree Microwave"), a wholly owned subsidiary of ~~certain~~Cree ~~conditions~~and formerly known as UltraRF, Inc. ~~including~~and, ~~(1)~~prior to that, as Zoltar Acquisition, ~~approval~~Inc., ofentered ~~the~~into ~~Merger~~a Settlement Agreement and Release (the ~~Merger~~"Settlement byAgreement") pursuant to which the ~~shareholders~~parties ofagreed ~~REMEC~~to ~~and~~terminate the ~~stockholders~~ ofPurchase ~~Spectrian,~~and ~~(2) effectiveness~~Supply Agreement ofand ato ~~registration~~release ~~statement~~each ~~registering~~other ~~with~~from obligations under the ~~Securities~~Purchase and ~~Exchange~~Supply ~~Commission~~Agreement. ~~the~~Cree ~~shares~~and ofCree ~~REMEC~~Microwave ~~common~~also ~~stock~~agreed to berelease ~~issued in~~ the ~~merger, (3) compliance~~Company ~~with~~from all ~~applicable~~claims ~~provisions~~arising offrom or related to the representations ~~Hart-Scott-Rodino~~and ~~Antitrust~~warranties ~~Improvements~~made ~~Act~~by ofthe ~~1976,~~Company asin ~~amended~~the Asset Purchase Agreement dated November 20, 2000 by and among the ~~expiration~~Company, ofCree ~~all~~and ~~applicable~~Zoltar ~~waiting~~Acquisition, Inc., ~~periods~~except for claims ~~thereunder~~related to the Company's environmental and ~~(4)~~tax representations and warranties. As consideration, the Company agreed to pay Cree $5.0 ~~certain~~million ~~other~~by ~~customary~~November 20, ~~conditions~~2002.

~~Attached~~In ~~hereto~~addition, asthe ~~Exhibit 2.1~~Company and ~~incorporated~~Cree ~~herein~~Microwave byentered ~~reference~~into is a ~~copy~~Volume Purchase Agreement which will govern the terms and conditions of the ~~Merger~~Company's ~~Agreement.~~future ~~The~~product ~~foregoing~~purchases ~~description~~from ofCree. Pursuant to the ~~Merger~~Volume Purchase Agreement, isthe ~~qualified~~Company inshall ~~its entirety~~only bybe ~~reference~~required to ~~the~~purchase ~~attached~~a ~~exhibit~~minimum of $125,000 of Cree products between October 1, 2002 and March 30, 2003.

The Company does not expect to incur any additional charge related to the Purchase and Supply Agreement and the Settlement Agreement. In addition, upon consummation of the settlement, the Company expects to recognize the remaining approximately $11 million of deferred gain relating to the Cree transaction.

A copy of the Settlement Agreement is attached hereto as Exhibit 10.61. Exhibit 10.61 is incorporated by reference in this Item 5 and the foregoing description is qualified in its entirety by reference to such Exhibit.

Item 7. Financial Statements and Exhibits.

(c): Exhibits

Exhibit		Description
Exhibit Number		Description
2.1		Amended and Restated Agreement and Plan of Merger and Reorganization dated October 29, 2002 by and among Spectrian Corporation, REMEC, Inc. and Reef Acquisition Corp. Certain exhibits as listed in the table of contents hereto have been omitted. Spectrian will furnish copies of the omitted exhibits to the Commission upon request.
10.61		Settlement Agreement and Release, dated November 15, 2002, between the Company and Cree, Inc. and Cree Microwave, Inc. (formerly known as UltraRF, Inc. and, prior to that, as Zoltar Acquisition, Inc.), a wholly owned subsidiary of Cree, Inc.

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~~November 3119, 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
Exhibit Number		Description
2.1		Amended and Restated Agreement and Plan of Merger and Reorganization dated October 29, 2002 by and among Spectrian Corporation, REMEC, Inc. and Reef Acquisition Corp. Certain exhibits as listed in the table of contents hereto have been omitted. Spectrian will furnish copies of the omitted exhibits to the Commission upon request.
10.61		Settlement Agreement and Release, dated November 15, 2002, between the Company and Cree, Inc. and Cree Microwave, Inc. (formerly known as UltraRF, Inc. and, prior to that, as Zoltar Acquisition, Inc.), a wholly owned subsidiary of Cree, Inc.

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Item 5. Other Events.

Item 7. Financial Statements and Exhibits.

SIGNATURES
INDEX TO EXHIBITS

Filing Compare · SPECTRIAN CORP /CA/