8-K

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 10, 2006

Giga-tronics Incorporated

(Exact name of registrant as specified in its charter)

California	94-2656341
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

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 2.02  Results of Operations and Financial Condition.

On May 10, 2006, Giga-tronics Incorporated announced its quarterly earnings for the fourth quarter of fiscal 2006. 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 10, 2006	GIGA-TRONICS INCORPORATED
	By:	/s/ Mark H. Cosmez II
		VP Finance, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 10, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Release on May 10, 2006	Contact: Mark H. Cosmez II
4:00 PM (ET)    (925) 328-4656	Vice President, Finance/Chief Financial Officer

Giga-tronics Reports Fourth Quarter and FY 2006 Results

     San Ramon, CA — Giga-tronics, Incorporated (NASDAQ: GIGA) reported today that net sales for fiscal year 2006 were $20,620,000, down 4% from $21,477,000 a year ago. Net loss from continuing operations was $988,000 or $0.21 per fully diluted share versus a net profit from continuing operations of $845,000 or $0.18 per fully diluted share last year.

     For the fiscal year ended March 25, 2006, net loss was $961,000 or $0.20 per fully diluted share versus a net profit of $612,000 or $0.13 per fully diluted share for the same period a year ago.

     In the fourth quarter, net sales were $5,686,000, up 8% from $5,268,000 in the same quarter for the prior year. Net loss for the period was $87,000 or $0.02 per fully diluted share compared with a net profit of $203,000 or $0.04 per fully diluted share for the same period a year ago. Loss from continuing operations for the fourth quarter was $100,000 or $0.02 per fully diluted share compared to income from continuing operations of $222,000 or $0.05 per fully diluted share for the same period a year ago.

     Our book-to-bill ratio in the fourth quarter of fiscal 2006 was .67 compared to 2.31 in the fourth quarter of fiscal 2005.

     Orders booked in the fourth quarter from continuing operations were $3,822,000 compared to $12,162,000 last year and for the 2006 fiscal year were $15,157,000 compared to $20,914,000 a year ago. Backlog at quarter end was $10.3 million (approximately $5.9 million is shippable within one year) as compared to $15.8 million (approximately $8.1 million shippable within one year) at the end of the fourth quarter of the prior year.

     Cash and cash equivalents at March 25, 2006 were $3,412,000 compared to $2,540,000 as of March 26, 2005.

     Giga-tronics will host a conference call today at 4:30 PM ET to discuss the fourth quarter and full fiscal year results. To participate in the call, dial 612-332-0923. The call will also be broadcast over the internet at www.gigatronics.com under “Corporate Info/Investor Relations”. The conference call discussion reflects management’s views as of May 10, 2006 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 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 25, 2006 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”.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands except share data)	March 25, 2006			March 26, 2005
Assets
Current assets
Cash and cash equivalents	$	3,412		$	2,540
Notes receivable, net of allowance of $250 and $250, respectively		3			7
Trade accounts receivable, net of allowance of $63 and $77, respectively		3,435			3,145
Inventories		4,813			6,257
Prepaid expenses and other assets		219			227
Total current assets	$	11,882		$	12,176
Property and equipment
Leasehold improvements	$	373		$	373
Machinery and equipment		15,592			15,786
Office furniture and fixtures		723			721
Property and equipment		16,688			16,880
Less accumulated depreciation and amortization		16,351			16,206
Property and equipment, net		337			674
Other assets		127			111
Total assets	$	12,346		$	12,961
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	870		$	1,075
Accrued commissions		171			200
Accrued payroll and benefits		781			720
Accrued warranty		250			378
Customer advances		521			2
Other current liabilities		433			464
Total current liabilities	$	3,026		$	2,839
Deferred rent		222			310
Total liabilities	$	3,248		$	3,149
Shareholders’ equity		—			—
Preferred stock of no par value Authorized 1,000,000 shares; no shares outstanding at March 25, 2006 and March 26, 2005		—			—
Common stock of no par value;
Authorized 40,000,000 shares; 4,809,021 shares at March 25, 2006 and 4,728,646 shares at March 26, 2005 issued and outstanding		13,003			12,756
Accumulated Deficit		(3,905	)		(2,944	)
Total shareholders’ equity		9,098			9,812
Total liabilities and shareholders’ equity	$	12,346		$	12,961

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Twelve Months Ended
(In thousands except share data)	March 25, 2006			March 26, 2005			March 25, 2006			March 26, 2005
Net sales	$	5,686		$	5,268		$	20,620		$	21,477
Cost of sales		3,588			2,945			12,320			11,879
Gross profit		2,098			2,323			8,300			9,598
Product development		868			905			3,760			3,370
Selling, general and administrative		1,338			1,208			5,556			5,390
Operating expenses		2,206			2,113			9,316			8,760
Operating (loss) income from continuing operations		(108	)		210			(1,016	)		838
Other income		—			15			—			11
Interest income, net		8			(3	)		32			—
(Loss) income from continuing operations before income taxes		(100	)		222			(984	)		849
Provision for income taxes		—			—			4			4
(Loss) income from continuing operations	$	(100	)	$	222		$	(988	)	$	845
Income (loss) on discontinued operations, net of income taxes of nil for 2006 and 2005		13			(19	)		27			(233	)
Net (loss) income	$	(87	)	$	203		$	(961	)	$	612
Basic net (loss) income per share:
From continuing operations	$	(0.02	)	$	0.05		$	(0.21	)	$	0.18
On discontinued operations		0.00			(0.01	)		0.01			(0.05	)
Basic net (loss) income per share	$	(0.02	)	$	0.04		$	(0.20	)	$	0.13
Diluted net (loss) income per share:
From continuing operations	$	(0.02	)	$	0.05		$	(0.21	)	$	0.18
On discontinued operations		0.00			(0.01	)		0.01			(0.05	)
Diluted net (loss) income per share	$	(0.02	)	$	0.04		$	(0.20	)	$	0.13
Shares used in per share calculation:
Basic		4,809			4,727			4,782			4,725
Diluted		4,809			4,802			4,782			4,741