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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) JULY 24, 1996
GIGA-TRONICS, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-12719 94-2656341
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. Acquisition or Disposition of Assets
On July 24, 1996 Giga-tronics, Incorporated, a California corporation,
(the "Registrant") issued a press release, a copy of which is attached as
Exhibit 99.1. The press release announced that the Company had completed its
merger with ASCOR, Inc., ("ASCOR"), a California corporation. Shareholders of
Giga-tronics approved the Merger at a Special Meeting on July 23, 1996 and
shareholders of ASCOR had previously approved the Merger by written consent.
The additional information required by this Item was previously
reported in the Registrant's Joint Proxy Statement/Prospectus, dated July 1,
1996, which is incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Historical financial information as of and for the periods
ended March 31, 1996 and March 31, 1995 of ASCOR was previously reported in the
Registrant's Joint Proxy Statement/Prospectus, dated July 1, 1996, at pages B-1
through B-13 and is incorporated by reference herein.
(b) Pro Forma Financial Information
Pro Forma financial information as of and for the period ended
March 30, 1996 was previously reported in the Registrant's Joint Proxy
Statement/Prospectus, dated July 1, 1996, at pages 56 through 60 and is
incorporated by reference herein.
(c) Exhibits
Exhibit No. Exhibit
99.1 Press Release of Registrant, dated July 24,
1996
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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.
Date: July 31, 1996
GIGA-TRONICS, INCORPORATED
By: /s/ Greg Overholtzer
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Name: Greg Overholtzer
Title: Vice President, Finance and
Chief Financial Officer
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Exhibit 99.1
[GIGA-TRONICS LETTERHEAD]
NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: GEORGE H. BRUNS
JULY 24, 1996 CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS COMPLETES MERGER WITH ASCOR, INC.
SAN RAMON, CA. Giga-tronics announced today that it has completed the merger
with ASCOR, Inc. The merger is effective as of July 24, 1996, and will be
accounted for on a "pooling of interests" basis. Giga-tronics issued 721,229
and reserved 3,749 shares of Giga-tronics common stock in exchange for all
outstanding ASCOR common stock and common stock equivalents. Based on the July
23 closing price of Giga-tronics common stock (9-3/8), the transaction is
valued at approximately $6.8 million. Former ASCOR shareholders now hold
approximately 21.5% of the outstanding Giga-tronics common stock.
ASCOR is located in Fremont, California. ASCOR will remain a separate legal
entity and will thus operate as a wholly owned subsidiary of Giga-tronics.
ASCOR will remain in its present facility. There are no plans to combine any of
the operations of the two companies.
Mr. Jeffrey Lum remains the President of ASCOR, reporting to Mr. George H.
Bruns, Jr., Chairman and Chief Executive Officer of Giga-tronics. ASCOR is in
the Automatic Testing Equipment (ATE) business, specifically high speed
switching equipment and systems integration. Its total revenues for the fiscal
year ending March 30, 1996, were $5,913,000, with pre-tax earnings of $780,000.
George H. Bruns, Jr., Chairman and Chief Executive Officer of Giga-tronics
said, "This is a good combination. We can help ASCOR with international
marketing and with their capital needs. They can help us with their technology
and their major account relationships."
Headquartered in San Ramon, California, Giga-tronics designs, manufactures and
markets microwave and RF signal generation and power measurement instruments.
These products have broad application in telecommunications, transportation
systems, research and development and the calibration and maintenance of
defense electronics systems.
Giga-tronics is a publicly held company, traded over the counter on NASDAQ
National Market Systems under the symbol "GIGA."
