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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 5, 1997
REGISTRATION NO. 333-39403
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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GIGA-TRONICS INCORPORATED
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2656341
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(Address of Principal Executive Offices) (Zip Code)
----------------------
GIGA-TRONICS INCORPORATED RESTATED 1990 STOCK OPTION PLAN
(Full title of the Plan)
----------------------
GEORGE H. BRUNS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS INCORPORATED
4650 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583
(Name and Address of Agent for Service)
(510) 328-4650
(Telephone number, including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee(2)
------------- -------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Options to Purchase 700,000 N/A N/A N/A
Common Stock
Common Stock, no 700,000 shares $8.875 $4,987,500 $1608.54
par value
</TABLE>
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Giga-tronics
Incorporated Restated 1990 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Giga-tronics
Incorporated Common Stock.
(2) A Registration Statement on Form S-8 was filed with the Securities
and Exchange Commission on October 18, 1994, registering 400,000
shares of Common Stock, no par value, and Options to purchase such
Common Stock issuable pursuant to the Giga-tronics Incorporated
Restated 1990 Stock Option Plan
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(Registration No. 33-85278) and a registration fee for such shares of
Common Stock of $801.72 was paid in connection therewith.
Accordingly, the fee of $806.82 (paid on November 3, 1997) for the
registration of 300,000 additional shares of Common Stock, no par
value, and Options to purchase such Common Stock accompanies this
registration statement on Form S-8 and is calculated solely for
purposes of this offering under Rule 457(h) of the Securities Act of
1933, as amended, on the basis of the average of the high and low
selling prices per share of Common Stock of Giga-tronics
Incorporated on October 30, 1997, as reported on the Nasdaq National
Market, for the additional shares of Common Stock registered hereby.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Ramon, State of California, on this 5th day
of November, 1997.
GIGA-TRONICS INCORPORATED
By: /s/ George H. Bruns, Jr.*
-----------------------------------------------
George H. Bruns, Jr.
Chairman and Chief Executive Officer and Director
II-4
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ George H. Bruns, Jr.* Chairman and Chief Executive Officer and November 5, 1997
- -------------------------------- Director (Principal Executive Officer)
George H. Bruns, Jr.
/s/ Mark H. Cosmez, II* Chief Financial Officer and Vice-President, November 5, 1997
- -------------------------------- Finance (Principal Financial Officer and
Mark H. Cosmez, II Principal Accounting Officer)
Director
- --------------------------------
James A. Cole
/s/ Edward D. Sherman* Director November 5, 1997
- --------------------------------
Edward D. Sherman
/s/ Robert C. Wilson* Director November 5, 1997
- --------------------------------
Robert C. Wilson
</TABLE>
*By Power of Attorney granted pursuant to the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on November 3, 1997.
II-5
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Consent of Independent Auditors
The Board of Directors
Giga-tronics Incorporated
We consent to incorporation by reference in the registration statement dated
November 5, 1997, on Form S-8 (Amendment No. 1) of Giga-tronics Incorporated of
our report dated April 18, 1997, except as to Note 11, which is as of June 6,
1997, relating to the consolidated balance sheets of Giga-tronics Incorporated
and subsidiary as of March 29, 1997, and March 30, 1996, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the years ended March 29, 1997, March 30, 1996, and March 25, 1995, and the
related schedule, which reports appear or are incorporated by reference in the
March 29, 1997, annual report on Form 10-K of Giga-tronics Incorporated.
/s/ KPMG Peat Marwick LLP
San Jose, California
November 5, 1997
