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):  January 29, 2009

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)
(925) 328-4650
(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:

[ ]  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 January 29, 2009, Giga-tronics Incorporated announced its third quarter fiscal year 2009 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.

(d) 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.

	GIGA-TRONICS INCORPORATED
Date:  January 30, 2009
	By:  /s/ Patrick J. Lawlor
	Patrick J. Lawlor
	VP Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press Release dated January 29, 2009

EX-99.1

EXHIBIT 99.1

NEWS RELEASE
For Release on January 29, 2009	Contact:  Pat Lawlor
4:00 PM (ET)    (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Third Quarter FY09 Profit

San Ramon, CA - Giga-tronics Incorporated (NASDAQ:GIGA) reported today a net profit of $349,000 or $0.07 per fully diluted share for the quarter ended December 27, 2008.  This compares with a net profit of $31,000 or $0.01 per fully diluted share for the same period a year ago.  Net sales increased 3% to $5,099,000 in the third quarter of fiscal 2009 compared to $4,953,000 in the third quarter of fiscal 2008.  Operating expenses increased 5% or $95,000 in the third quarter of fiscal 2009 over fiscal 2008.

Orders improved 93% in the third quarter of fiscal 2009 to $9,461,000 from $4,905,000 for the third quarter of fiscal 2008.  Our book-to-bill ratio was 1.86 for the third quarter of fiscal 2009 compared to .99 in the same period a year ago.  Orders also improved for the nine months ended December 27, 2008 to $16,774,000 compared to $13,636,000 for the same period of fiscal 2008.

Net loss for the nine months ended December 27, 2008 was $713,000 or $0.15 per fully diluted share compared with a net profit of $311,000 or $0.06 per fully diluted share for the same period last year.  Net sales decreased 14% to $12,276,000 in the nine month period ended December 27, 2008 compared to $14,232,000 for the same period a year ago.  Operating expenses increased 3% or $154,000 in the first nine months of fiscal 2009 over fiscal 2008.  Also included in the $311,000 net profit for the nine month period ended December 29, 2007 was a one time restructuring charge of $80,000 or $0.02 per fully diluted share in severance costs.

Income from discontinued operations for the nine month period ended December 27, 2008 was $75,000.  This resulted from the foreclosure and resale of the Dymatix assets to a third party.  During the nine month period ended December 29, 2007, the Company recorded $34,000 as income on discontinued operations primarily due to a payment of a previously written off asset.

Backlog at quarter end was $12.0 million (approximately $8.9 million is shippable within one year) as compared to $7.8 million (approximately $4.5 million was shippable within one year) at the end of the third quarter of the prior year.

Cash and cash equivalents at December 27, 2008 were $2,113,000 compared to $1,577,000 as of September 27, 2008.

Giga-tronics will host a conference call today at 4:30 p.m. ET to discuss the second quarter results.  To participate in the call, dial (866) 551-3680, and enter Access Code 5324530#.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 January 29, 2009 only.

Founded in 1980, Giga-tronics Incorporated is a publicly held company, traded on the NASDAQ Capital Market under the symbol “GIGA”.  Giga-tronics is a leading engineering and design manufacturer of best-in-class RF and microwave signal generators, power amplifiers, power meters, and USB power sensors and broadband switching matrices.  Research and Development production and calibration managers, scientists, engineers and technicians around the world use Giga-tronics test equipment and realize higher productivity and greater ease of use in many applications:  ATE systems, aerospace and defense telecommunications and general component test.

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’ annual report on Form 10-K for the fiscal year ended March 29, 2008 Part I, under the heading “Risk Factors” and Part II, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands except share data)	December 27, 2008			March 29, 2008
Assets
Current assets
Cash and cash equivalents	$	2,113			$	1,845
Trade accounts receivable, net of allowance of $156 and $93,
respectively		2,043				2,693
Inventories, net		5,012				5,008
Prepaid expenses and other current assets		337				383
Total current assets		9,505				9,929
Property and equipment, net		344				400
Other assets		16				32
Total assets	$	9,865			$	10,361
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	647			$	649
Accrued commissions		172				181
Accrued payroll and benefits		544				526
Accrued warranty		187				190
Customer advances		765				646
Reserve for lease obligations		183				247
Current portion of capital lease obligation		16				---
Other current liabilities		363				359
Total current liabilities		2,877				2,798
Long term obligations		136				171
Total liabilities		3,013				2,969
Commitments
Shareholders’ equity
Preferred stock of no par value;
Authorized 1,000,000 shares; no shares outstanding at
December 27, 2008 and March 29, 2008		---				---
Common stock of no par value;
Authorized 40,000,000 shares; 4,824,021 shares at
December 27, 2008 and 4,824,021 at March 29, 2008
issued and outstanding		13,571				13,398
Accumulated deficit		(6,719	)			(6,006	)
Total shareholders’ equity		6,852				7,392
Total liabilities and shareholders’ equity	$	9,865			$	10,361

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three Months Ended						Nine Months Ended
(In thousands except per share data)	December 27, 2008			December 29, 2007			December 27, 2008			December 29, 2007
Net sales	$	5,099		$	4,953		$	12,276		$	14,232
Cost of sales		2,679			2,904			7,121			8,158
Gross profit		2,420			2,049			5,155			6,074
Engineering		479			520			1,557			1,620
Selling, general and administrative		1,590			1,454			4,391			4,094
Restructuring		---			---			---			80
Total operating expenses		2,069			1,974			5,948			5,794
Operating income (loss) from
continuing operations		351			75			(793	)		280
Other expense		---			30			---			30
Interest (expense) income, net		(2	)		6			7			29
Income (loss) from continuing operations before income taxes		349			51			(786	)		279
Provision for income taxes		---			---			2			2
Income (loss) from continuing operations		349			51			(788	)		277
Income (loss) on discontinued operations, net of income taxes		---			(20	)		75			34
Net income (loss)	$	349		$	31		$	(713	)	$	311
Basic and diluted net earnings (loss) per share:
From continuing operations	$	0.07		$	0.01		$	(0.16	)	$	0.05
On discontinued operations		---			(0.00	)		0.01			0.01
Basic and diluted net earnings (loss) per share	$	0.07		$	0.01		$	(0.15	)	$	0.06
Shares used in per share calculation:
Basic		4,824			4,814			4,824			4,811
Diluted		4,824			4,913			4,824			4,884