================================================================================ 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 14, 2004 GIGA-TRONICS INCORPORATED (Exact name of registrant as specified in its charter) CALIFORNIA 0-12719 94-2656341 (State or jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 4650 NORRIS CANYON ROAD SAN RAMON, CA 94583 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: (925) 328-4650 ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits 99.1 Press Release dated May 12, 2004 announcing the Registrant's results for the fiscal quarter ended March 27, 2004 Item 12. Results of Operations and Financial Condition. On May 12, 2004, Giga-tronics Incorporated issued a press release reporting its results for the fiscal quarter ended March 27, 2004. The full text of the press release is set forth in Exhibit 99.1 hereto. SIGNATURE 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 Dated: May 14, 2004 By: /s/ Mark H. Cosmez II ------------------------------------ Mark H. Cosmez II, VP Finance, Chief Financial Officer and Secretary EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT TITLE -------------- ------------- 99.1 Press Release dated May 12, 2004 announcing the Registrant's results for the fiscal quarter ended March 27, 2004.