Form 8-K GIGA TRONICS INC For: Jan 04
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 4, 2016
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 |
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(Address of principal executive offices, including zip code) |
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(925) 328-4650 |
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(Registrant’s telephone number, including area code) |
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 8.01 Other Events.
On January 4, 2016 Giga-tronics Incorporated (“the Company”) announced the sale of its Power Meter, Amplifiers, Sensors, and legacy Signal Generator product lines to Spanawave Corporation ("Spanawave"). The product lines will transfer to Spanawave sequentially in phases beginning with certain sensor and amplifier products (effective immediately), with the final product line transfer (legacy Signal Generators) estimated to be completed in July 2016. The Company expects to receive payments totaling $1.5 million from Spanawave over the phased transition period with one-half of the payments ($750,000) expected to be received between June and July 2016. In addition, the Company will sell to Spanawave existing inventory for these products in phases. The Company will continue to manufacture the related products until the respective product line transfer is complete.
On January 4, 2016, the Company issued a press release announcing the sale of the product lines. 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.
Exhibit No. |
Description | |
(d) Exhibit 99.1 |
Press Release dated January 4, 2016 |
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 6, 2016 |
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By: /s/ Steven D. Lance | ||
Steven D. Lance | ||
Vice President of Finance, Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE
For Release on January 04, 2016 |
Contact: Steven D. Lance |
8:25 AM (ET) |
Vice President of Finance/Chief Financial Officer |
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(925) 302-1056 |
Giga-tronics Announces the Sale of Multiple Product Lines to Spanawave
SAN RAMON, Calif. — January 04, 2016 -- Giga-tronics Incorporated (“Giga-tronics”) (NASDAQ: GIGA) announced today the sale of its Power Meter, Amplifiers, Sensors, and legacy Signal Generator product lines to Spanawave Corporation (“Spanawave”). The product lines will transfer to Spanawave sequentially in phases beginning with certain sensor and amplifier products (effective immediately), with the final product line transfer (legacy Signal Generators) estimated to be completed in July 2016. Payments totaling $1.5 million will be made by Spanawave to Giga-tronics over the phased transition period with one-half of the payments ($750,000) expected to be received between June and July 2016. In addition, Spanawave will be purchasing existing inventory for these products in phases. Giga-tronics will continue to manufacture the related products until the respective product line transfer is complete.
John Regazzi, President and CEO of Giga-tronics, said “The sale of these product lines will allow Giga-tronics to focus on our high growth opportunities: our new Real Time Threat Emulation System which we announced in December and our Microsource business which designs and manufactures high performance YIG tuned filter products.”
Helio Sakaya, CEO of Spanawave, said “The acquisition of these Giga-tronics product lines is a major step forward in Spanawave’s strategy to expand its product portfolio and add technological capability to create new advanced microwave test and measurement platforms. Spanawave is looking forward to working with Giga-tronics customers to continue providing excellent products and services for their microwave test and measurement needs. The acquisition will be carried out in phases, and during this period, we will refer to these products as Spanawave/Giga-tronics, and our technical literature may mention either of the brands until the acquisition is completed.”
Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market under the symbol "GIGA". Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics and aeronautics.
Spanawave Corporation is a privately held company headquartered in Roseville, CA with the mission of providing RF and Microwave solutions for the Test and Measurement needs of Military, Aerospace, Telecom, Industrial and Scientific Research organizations.
This press release contains forward-looking statements concerning operating results, future orders, and sales of new products, long term growth, shipments, quality control certification and customer acceptance of new products. Actual results may differ significantly due to risks and uncertainties, such as: delays in customer orders for the new Advanced Signal Generation System and our ability to manufacture it, receipt or timing of future orders, cancellations or deferrals of existing or future orders, our need for additional financing, probable delisting from trading on the NASDAQ Capital Market and moving to the OTCQB marketplace; the volatility in the market price of our common stock; the ability to regain AS9100C certification; and general market conditions. For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 28, 2015 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".
# # #
Giga-tronics Inquiries:
Steven Lance
Vice President, Finance & Chief Financial Officer
(925) 302-1056
Spanawave Corporation Inquiries:
Helio Sakaya, Chief Executive Officer
1-866-202-9262
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