Form 8-K GIGA TRONICS INC For: Jun 23

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): June 23, 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
	(Address of principal executive offices, including zip code)
	(925) 328-4650
	(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 June 23, 2016 Giga-tronics Incorporated (“Giga-tronics”) (NASDAQ: GIGA) announced an agreement for the sale of its Switch product line to Astronics Test Systems Inc. (“Astronics”), a wholly owned subsidiary of Astronics Corporation (NASDAQ: ATRO). Upon signing, Astronics paid $850,000 for the intellectual property of the product line. Giga-tronics is estimating a net gain in the quarter ending June 25, 2016 of approximately $650,000, after related expenses are subtracted from the sales price. Astronics is also purchasing approximately $500,000 of related materials inventory from Giga-tronics. The materials inventory will transfer throughout July and August of 2016.

 

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

Jeffery T. Lum, Chief Technical Officer, will be leaving the Company effective July 1st, 2016.  Mr. Lum’s departure is as a result of the sale of the Company’s Switch product line to Astronics. Mr. Lum’s expertise was primarily dedicated to the Company’s Switch product line. Pursuant to the termination of employment and change of control agreements between the Company and Mr. Lum, he will receive cash equal to the equivalent of six months of his base salary.

 

On June 23, 2016, the Company issued a press release announcing the sale of the product line. 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 June 23, 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: June 24, 2016
	By:	/s/ Steven D. Lance
	Steven D. Lance
	Vice President of Finance,
	Chief Financial Officer

 

Exhibit 99.1

 

NEWS RELEASE

For Release on June 23, 2016	Contact: Steven D. Lance
4:02 PM (ET)	Vice President of Finance/Chief Financial Officer
	[email protected]
	(925) 302-1056

 

Giga-tronics Announces the Sale of its Switch Product Line to Astronics for $850,000

 

 

SAN RAMON, Calif. — June 23, 2016 -- Giga-tronics Incorporated (“Giga-tronics”) (NASDAQ: GIGA) announced today an agreement for the sale of its Switch product line to Astronics Test Systems Inc. (“Astronics”), a wholly owned subsidiary of Astronics Corporation (NASDAQ: ATRO). Upon signing, Astronics paid $850,000 for the intellectual property of the product line. Giga-tronics is estimating a net gain in the quarter ending June 25, 2016 of $650,000 after related expenses are subtracted from the sales price. Astronics is also purchasing approximately $500,000 of related materials inventory from Giga-tronics. The materials inventory will transfer throughout July and August of 2016.

 

John Regazzi, President and CEO of Giga-tronics, said, “The sale of the Switch product line was the last of our legacy products we were still producing and supporting.  The sale allows Giga-tronics to realign business processes and focus all of our attention on our high growth opportunities in Electronic Warfare systems.”

 

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.

 

This press release contains forward-looking statements concerning operating results, future growth, and sales of new products, shippable backlog within a year, long term growth, shipments, product line sales, 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; the volatility in the market price of our common stock; and general market conditions.  For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 26, 2016 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".

 

 

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