8-K

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):  May 13, 2008

GIGA-TRONICS INCORPORATED
(Exact name of registrant as specified in its charter)
California	0-12719		94-2656341
(State or other jurisdiction of incorporation)	(Commission File No.)		(IRS Employer Identification Number)
4650 Norris Canyon Road, San Ramon, CA		94583
(Address of principal executive offices)		(Zip 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 2.02 Results of Operations and Financial Condition.

On May 13, 2008, Giga-tronics Incorporated announced its fourth quarter fiscal year 2008 results.  A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The list of exhibits called for by this Item is incorporated by reference to the exhibit index to this report.

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: May 14, 2008	GIGA-TRONICS INCORPORATED
	By:	/s/ Patrick J. Lawlor
		VP Finance, Chief Financial Officer and
		Secretary

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press Release dated May 13, 2008

EX-99.1

EXHIBIT 99.1
NEWS RELEASE
For Release on May 13, 2008	Contact:  Pat Lawlor
4:00 PM (ET)    (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Fourth Quarter and FY 2008 Results

San Ramon, CA- Giga-tronics, Incorporated (NASDAQ: GIGA) reported today that net sales for fiscal year 2008 increased 2% to $18,331,000 from $18,048,000 a year ago.  Net loss from continuing operations was $203,000 or $0.04 per fully diluted share versus a net loss from continuing operations of  $1,895,000 or $0.40 per fully diluted share last year.  Included in the $203,000 net loss for fiscal year 2008 was a one-time restructuring charge of $73,000 to reserve our remaining lease obligation on our Fremont facility and $80,000 in severance costs, for a total of $153,000 or $0.03 per fully diluted share.  Included in the $1,895,000 net loss for fiscal year 2007 was a one-time restructuring charge of $204,000 for the sublease accrual, $139,000 in severance costs and $18,000 for moving expenses, for a total of $361,000 or $0.08 per fully diluted share.

For the fiscal year ended March 29, 2008, net loss was $234,000 or $0.05 per fully diluted share versus a net loss of $1,867,000 or $0.39 per fully diluted share for the same period a year ago.

In the fourth quarter, net sales were $4,099,000, down 21% from $5,164,000 in the same quarter for the prior year.  Net loss for the period was $545,000 or $0.11 per fully diluted share compared with a net loss of $495,000 or $0.10 per fully diluted share for the same period a year ago.  Loss from continuing operations for the fourth quarter was $480,000 or $0.10 per fully diluted share compared to a loss from continuing operations of $493,000 or $0.10 per fully diluted share for the same period a year ago.

Our book-to-bill ratio in the fourth quarter of fiscal 2008 was .92 compared to .72 in the fourth quarter of fiscal 2007.

Orders booked in the fourth quarter were $3,784,000 compared to $3,699,000 last year and for the 2008 fiscal year were $17,420,000 compared to $16,158,000 a year ago.  Backlog at March 29, 2008 was $7.5 million (approximately $4.6 million is shippable within one year) as compared to $8.4 million (approximately $5.2 million shippable within one year) at the end of the prior year.

Cash and cash equivalents at March 29, 2008 were $1,845,000 compared to $1,804,000 as of March 31, 2007.

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the fourth quarter results. To participate in the call, dial (866) 463-5401, and enter Access Code 652212#.  The call will also be broadcast over the internet at www.gigatronics.com under “Investor Relations”.  The conference call discussion reflects management’s views as of May 13, 2008 only.

Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in both defense electronics and wireless telecommunications.

Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market under the symbol “GIGA”.

This press release contains forward-looking statements concerning profitability, backlog and shipments.  Actual results may differ significantly due to risks and uncertainties, such as future orders, cancellations or deferrals, disputes over performance and the ability to collect receivables.  For further discussion, see Giga-tronics’ most recent annual report on Form 10-K and the annual report on Form 10-K for the fiscal year ended March 29, 2008 (to be filed shortly) Part I, under the heading “Certain Factors Which May Adversely Affect Future Operations or an Investment in Giga-tronics” and Part II, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands except share data)	March 29, 2008			March 31, 2007
Assets
Current Assets
Cash and cash equivalents	$	1,845		$	1,804
Trade accounts receivable, net of allowance of $93 and $62, respectively		2,693			2,750
Inventories, net		5,008			5,841
Prepaid expenses and other current assets		383			360
Total current assets		9,929			10,755
Property and equipment
Leasehold improvements		373			373
Machinery and equipment		15,468			15,426
Office furniture and fixtures		723			736
Total property and equipment		16,564			16,535
Less accumulated depreciation and amortization		16,164			16,211
Property and equipment, net		400			324
Other assets		32			82
Total assets	$	10,361		$	11,161
Liabilities and shareholders' equity
Current liabilities
Accounts payable	$	649		$	1,106
Accrued commission		181			192
Accrued payroll and benefits		526			666
Accrued warranty		190			207
Customer advances		646			681
Other current liabilities		606			623
Total current liabilities		2,798			3,475
Deferred rent		171			293
Total liabilities		2,969			3,768
Commitments
Shareholders' equity
Preferred stock of no par value;
Authorized 1,000,000 shares; no shares outstanding
at March 29, 2008 and March 31, 2007		-			-
Common stock of no par value;
Authorized 40,000,000 shares; 4,824,021 shares at March 29, 2008
and 4,809,021 shares at March 31, 2007, issued and outstanding		13,398			13,165
Accumulated deficit		(6,006	)		(5,772	)
Total shareholders' equity		7,392			7,393
Total liabilities and shareholders' equity	$	10,361		$	11,161

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three Month Ended						Year Ended
(In thousands except share and per share data)	March 29, 2008			March 31, 2007			March 29, 2008			March 31, 2007
Net sales	$	4,099		$	5,164		$	18,331		$	18,048
Cost of sales		2,425			3,068			10,583			10,502
Gross profit		1,674			2,096			7,748			7,546
Engineering		628			883			2,248			3,731
Selling, general and administrative		1,444			1,362			5,538			5,456
Resturcturing		73			361			153			361
Total operating expenses		2,145			2,606			7,939			9,548
Operating loss from continuing operations		(471	)		(510	)		(191	)		(2,002	)
Other expense		16			-			46			-
Interest income, net		7			17			36			108
Loss from continuing operations before income taxes		(480	)		(493	)		(201	)		(1,894	)
Provision for income taxes		-			-			2			1
Loss from continuing operations		(480	)		(493	)		(203	)		(1,895	)
(Loss) income on discontinued operations, net of
income taxes of nil for 2008 and 2007		(65	)		(2	)		(31	)		28
Net loss	$	(545	)	$	(495	)	$	(234	)	$	(1,867	)
Basic and diluted net (loss) earnings per share:
From continuing operations	$	(0.10	)	$	(0.10	)	$	(0.04	)	$	(0.40	)
On discontinued operations		(0.01	)		(0.00	)		(0.01	)		0.01
Basic and diluted net loss per share	$	(0.11	)	$	(0.10	)	$	(0.05	)	$	(0.39	)
Shares used in per share calculation:
Basic		4,818			4,809			4,813			4,809
Diluted		4,818			4,809			4,813			4,809