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): September 8, 2005

Giga-tronics Incorporated

(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation) 0-12719
(Commission File No.) 94-2656341
(IRS Employer Identification
Number)

4650 Norris Canyon Road, San Ramon, CA
(Address of principal executive offices) 94583
(Zip Code)

Registrant’s telephone number, including area code: (925) 328-4650

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)(1)   On September 8, 2005, Giga-tronics Incorporated (the “Corporation”) announced that it has appointed John Regazzi, 51, as president of its Instrument Division.

(2)       The following is a brief description of Mr. Regazzi’s business experience during the past five years:

Vice President of Operations for Instrument Division since October 2004. Prior to that, Vice President of Engineering for Instrument Division from June 2001 through October 2004. Previous experience includes 22 years at Hewlett Packard and Agilent Technologies in various design and management positions associated with their microwave sweeper and synthesizer product lines. His final position at Agilent Technologies was as a senior engineering manager within the microwave systems organization.

There are no family relationships between Mr. Regazzi and the directors and other executive officers of the Corporation.

(3)       Mr. Regazzi’s employment is at-will; he does not have an employment agreement with the Corporation. His compensation in his new position will initially be $120,000 annually. He is entitled to 2 weeks’ vacation per year and is entitled to participate in benefits programs on the same basis as other employees of the Corporation.

Item 9.01. Financial Statements and Exhibits

(c)   Exhibits:

An exhibit index has been attached to this report and is incorporated herein by reference.

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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.

Date: September 9, 2005	GIGA-TRONICS INCORPORATED
	By:	/s/ Mark H. Cosmez II
		Mark H. Cosmez II
		VP Finance, Chief Financial Officer and Secretary

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Exhibit Index

Exhibit
Number	Description
99.1	Press release dated September 8, 2005, announcing appointment of John Regazzi as president of Instrument Division

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EX-99.1

NEWS RELEASE EXHIBIT 99.1

For Release on September 8, 2005
9:00 AM (ET) (925) 328-4656 Contact: Mark H. Cosmez II
Vice President, Finance/Chief Financial Officer

Giga-tronics Promotes Regazzi to President and General
Manager of its Instrument Division

     San Ramon, CA — Giga-tronics, Incorporated (NASDAQ: GIGA) announced today the promotion of Mr. John Regazzi from Vice President of Operations, to the position of President and General Manager of its Instrument Division.

     George H. Bruns, Jr., Chairman and CEO of Giga-tronics, said “Mr. Regazzi’s 26 years of engineering and management experience in this industry will serve him well in this new position. He had spent 22 years in Senior Engineering positions with Hewlett Packard and Agilent before joining Giga-tronics in 2001 as Vice President and Engineering Manager of the Instrument Division. More recently, his responsibilities were broadened to include both engineering and manufacturing. I have great confidence in John and believe he will do an excellent job in his new position.”

     “For the last 3 years as the company has gone through a very difficult period of reductions in force and restructuring, I have served as both CEO of Giga-tronics and as General Manager of its Instrument Division. This organizational change will relieve me of day-to-day responsibilities for the Division, and therefore permit more effective focus on the overall management of the company. At the same time, it brings greater technical and marketing strength to the division.”

     Giga-tronics is a publicly held company, traded on the NASDAQ 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’ annual report on Form 10-KSB for the fiscal year ended March 26, 2005 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 Conditions and Results of Operations”.

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