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): March 1, 2006

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)

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) George H. Bruns, Jr., has announced his retirement as CEO effective April 1, 2006, and the Board of Directors has appointed John R. Regazzi, currently President of Giga-tronics Instrument Division, as CEO, also effective April 1, 2006. A press release providing further information is attached as an exhibit.

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

President of Operation for Instrument Division since September 2005, prior to that, Vice President of Operations for Instrument Division since October 2004, and 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 $140,000 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: March 1, 2006	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 March 1, 2006, announcing retirement of CEO, George H. Bruns, Jr., and appointment of John R. Regazzi as CEO.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

For Release on March 1, 2006
9:15 AM (ET) (925) 328-4656                                Contact: Mark H. Cosmez II
Vice President, Finance/Chief Financial Officer

Giga-tronics CEO Announces Retirement Plans, Successor

     San Ramon, CA — Giga-tronics, Incorporated (NASDAQ: GIGA) CEO, George H. Bruns, Jr., announced today that he would be retiring from the position of Chief Executive Officer effective April 1, 2006.

     Mr. Bruns said, “Although I have very much enjoyed my full time involvement with Giga-tronics, I believe that this is a good time for a change. Not only does this company require stronger technical leadership than I can presently provide, but new leadership should produce the stimulus for new concepts and future growth. And, from a personal point of view, I have an eighty-eighth birthday coming up this year and very much want to spend time with my wife and family — and focus more effectively on my personal affairs. I do, of course, retain my strong emotional and financial interest in Giga-tronics and will continue to serve as Chairman of the Board of Directors.”

     After a search that began last July and a series of interviews with potential candidates, the Board of Directors has appointed John R. Regazzi to the position of CEO of Giga-tronics, effective April 1, 2006. Mr. Regazzi came to Giga-tronics in 2001, after 22 years in Senior Engineering positions with Hewlett Packard and Agilent. He has served Giga-tronics as Vice President for Engineering for the Instrument Division. Later, as Vice President of Operations he assumed the additional responsibility for manufacturing. In September 2005, Mr. Regazzi was named President and General Manager of Instrument Division of Giga-tronics Inc.

     Bruns further said, “I have worked closely with John as he progressed through these positions and have always been impressed by his commitment and dedication. I believe he will make a very good CEO for Giga-tronics and can effectively lead the company forward in the years ahead.”

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     “I will, of course, commit such additional time to Giga-tronics as may be appropriate to ensure the effectiveness of this transition and the ongoing business.”

     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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