gigatronics_8k-041813.htm

0001437749-13-004546.txt : 20130419 0001437749-13-004546.hdr.sgml : 20130419 20130418183456 ACCESSION NUMBER: 0001437749-13-004546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130418 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130419 DATE AS OF CHANGE: 20130418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GIGA TRONICS INC CENTRAL INDEX KEY: 0000719274 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942656341 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14605 FILM NUMBER: 13770096 BUSINESS ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9253284650 MAIL ADDRESS: STREET 1: 4650 NORRIS CANYON ROAD CITY: SAN RAMON STATE: CA ZIP: 94583 8-K 1 gigatronics_8k-041813.htm FORM 8-K gigatronics_8k-041813.htm

The 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): April 18, 2013

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	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 8.01 Other Events.

Giga-tronics Incorporated (the “Company”) announced that on April 18, 2013, it completed the sale of its product line known as SCPM to Teradyne, Inc. (“Teradyne”), of North Reading, Massachusetts. The agreement for the sale was announced on March 19, 2013.

The purchase price is $1,000,000. The Company received 80% or $800,000 in proceeds at the closing; an additional 5% of the purchase price will be paid upon completion of training the Company has agreed to provide to Teradyne; and the balance of 15% of the purchase price will be subject to a holdback until the end of 2013 for contingent liabilities.

On April 18, 2013, the Company issued a press release announcing the closing of this transaction. A copy of the press release is filed as Exhibit 99.1 with this report.

Item 9.01 Financial Statements and Exhibits.

Reference is made to the exhibits listed in the Exhibit Index included with this Form 8-K.

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: April 18, 2013	GIGA-TRONICS INCORPORATED

	By:	/s/ John R. Regazzi
		President and Chief Executive Officer

Exhibit Index

Exhibit Number	Description


99.1	Press release issued by the Company on April 18, 2013.

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

NEWS RELEASE
For Release on April 18, 2013	Contact: Frank Romejko
(925) 302-1014	Vice President of Finance / Interim Chief Financial Officer

GIGA-TRONICS ANNOUNCES THE SALE OF ITS SCPM PRODUCT LINE TO TERADYNE FOR APPROXIMATELY $1,000,000 IS COMPLETED

SAN RAMON, CA – April 18, 2013 -- Giga-tronics Incorporated (NASDAQ: GIGA), a leading provider of test and measurement equipment, today announced that it has completed the sale of its product line known as SCPM to Teradyne, Inc. (“Teradyne”), of North Reading, Massachusetts. The agreement for the sale was announced on March 19, 2013.

The purchase price is $1,000,000. The Company received 80% or $800,000 in proceeds at the closing; an additional 5% of the purchase price will be paid upon completion of training the Company has agreed to provide to Teradyne; and the balance of 15% of the purchase price is subject to a holdback until the end of 2013 for contingent liabilities.

About Giga-tronics Incorporated

Giga-tronics designs, manufactures, and markets various test and measurement equipment used in the development, test, and maintenance of wireless communications products and systems, flight navigational equipment, electronic defense systems, and automatic testing systems worldwide. Its products are primarily used in the design, production, repair, and maintenance of commercial telecommunications, radar, and electronic warfare equipment. Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market under the symbol “GIGA”. Additional information may be found at http://www.gigatronics.com

This press release contains forward-looking statements, concerning Giga-tronics products, business prospects and profitability. Actual results may differ significantly due to risks and uncertainties, such as future orders, cancellation or deferral of orders, disputes over performance, the ability to collect receivables and general market conditions. For further discussion, see the most recent annual report filed by Giga-tronics on Form 10-K for the fiscal year ended March 31, 2012, 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".