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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 6, 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 5. OTHER EVENTS
This Report is filed pursuant to Item 5 of Form 8-K to report that
Giga-tronics Incorporated has adopted a shareholders rights plan and in
connection with such rights plan, entered into a Rights Agreement with
ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
On October 14, 1998, the Board of Directors of Giga-tronics
Incorporated, a Delaware corporation (the "Company"), authorized and declared a
dividend of one preferred stock purchase right (a "Right") for each share of
common stock, par value $1.00 per share, of the Company (the "Common Shares").
The dividend is payable on November 10, 1998 (the "Record Date") to the holders
of record of outstanding Common Shares as of the close of business on such date.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit No. Description
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4.1 Rights Agreement, dated as of November 6,
1998, by and between Giga-tronics
Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
20.1 Form of Letter to Shareholders announcing
the adoption of a shareholder rights plan
and transmitting a summary of the rights.
20.2 Summary of the rights issued pursuant to the
Rights Agreement.
99.1 Giga-tronics Press Release dated October 15,
1998 regarding the adoption of a shareholder
rights plan.
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: November 6, 1998.
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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Exhibit 4.1 Rights Agreement, dated as of November 6, 1998, by and
between Giga-tronics Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
Exhibit 20.1 Form of Letter to Shareholders announcing the adoption
of a shareholder rights plan and transmitting a summary of
the rights.
Exhibit 20.2 Summary of the rights issued pursuant to the Rights
Agreement.
Exhibit 99.1 Giga-tronics Press Release dated October 15, 1998
regarding the adoption of a shareholder rights plan.