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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
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Date of Report (Date of earliest event reported): May 18, 1998
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 May 18, 1998, Giga-tronics Incorporated, a California corporation
(the "Registrant"), acquired Microsource, Inc., a California corporation
("Microsource"), by merging Giga Micro Corp., a wholly-owned subsidiary of the
Registrant, with and into Microsource, with Microsource as the surviving
corporation. The purchase price (the "Purchase Price") consisted of $1,500,000
plus contingent payments based upon future net income of Microsource during the
two fiscal years after the effective time of the merger. By virtue of the
merger, Microsource became a direct, wholly-owned subsidiary of the Registrant,
and all of Microsource's outstanding capital stock prior to the merger was
converted into rights to receive a pro rata portion of the Purchase Price.
Additionally, all outstanding options and warrants to purchase shares of
Microsource common stock which were not exercised prior to closing were
cancelled.
Prior to the merger, James Cole served as a member of the Board of
Directors of both the Registrant and Microsource. In addition, immediately prior
to the merger, the Registrants owned 3,985,069 shares, equalling approximately
12%, of the outstanding Common Stock of Microsource.
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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 22, 1997, by and among the
Registrant, Giga Micro Corp. and Microsource,
Inc.
2.2 Amendment No. 1 to Agreement and Plan of
Reorganization, dated as of March 17, 1997, by
and among the Registrant, Giga Micro Corp. and
Microsource, Inc.
99.1 Press Release issued May 18, 1998.
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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 May __, 1998.
GIGA-TRONICS INCORPORATED
By: /s/ George H. Bruns, Jr.
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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Exhibit 2.1 Agreement and Plan of Reorganization, dated as of
December 22, 1998, by and among the Registrant,
Giga Micro Corp. and Microsource.
Exhibit 2.2 Amendment No. 1 to Agreement and Plan of
Reorganization, dated as of March 17, 1998, by and
among the Registrant, Giga Micro Corp. and
Microsource.
Exhibit 99.1 Press Release issued May 18, 1998