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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 2, 1997
GIGA-TRONICS INCORPORATED
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-12719 94-2656341
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 328-4650
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 2, 1997, Giga-tronics Incorporated, a California corporation
(the "Registrant") acquired Ultracision, Inc., a California corporation
("Ultracision"), by merging Giga Acquisition Inc., a wholly owned subsidiary of
the Registrant, with and into Ultracision with Ultracision as the surviving
corporation. By virtue of the merger, Ultracision became a direct, wholly-owned
subsidiary of the Registrant, and all of Ultracision's outstanding capital stock
was converted into capital stock of the Registrant as adjusted to reflect an
exchange ratio (the "Exchange Ratio") of approximately .75 shares of the
Registrant's common stock for each share of Ultracision common stock. As a
result, each shareholder of Ultracision became the owner of shares of capital
stock of the Registrant as adjusted to reflect the Exchange Ratio. Additionally,
each outstanding option to purchase shares of Ultracision common stock was
automatically converted into an option to purchase, upon the same terms and
conditions, shares of the Registrant's common stock in an amount adjusted to
reflect the Exchange Ratio.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The Financial Statements required by Item 7(a) of Form 8-K will be filed
by amendment to this Current Report on Form 8-K not later than the date which is
75 days after the date of this Report.
(b) PRO FORMA FINANCIAL INFORMATION
The Pro Forma Financial Information required by Item 7(b) of Form 8-K
will be filed by amendment to this Current Report on Form 8-K not later than the
date which is 75 days after the date of this Report.
(c) EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of
December 2, 1997, by and among the Registrant, Giga
Acquisition Corp., Ultracision, Inc. and Gordon Hampton.
99.1 Press Release issued December 10, 1997.
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 as of December 16, 1997.
GIGA-TRONICS INCORPORATED
By: /s/ George H. Bruns,Jr.
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George H. Bruns, Jr.
Chairman and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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2.1 Agreement and Plan of Reorganization, dated as of
December 2, 1997, by and among the Registrant, Giga
Acquisition Corp., Ultracision and Gordon Hampton.
Exhibit 99.1 Press Release issued December 10, 1997