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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1998
REGISTRATION NO. 333-50091
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GIGA-TRONICS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 94-2656341
(State of Incorporation) (I.R.S. Employer Identification No.)
4650 NORRIS CANYON ROAD
SAN RAMON, CALIFORNIA 94583
(510) 328-4650
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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GEORGE H. BRUNS, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GIGA-TRONICS INCORPORATED
4650 NORRIS CANYON ROAD, SAN RAMON, CALIFORNIA 94583
(510) 328-4650
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPY TO:
WILLIAM L. HUDSON, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET, TELESIS TOWER
SAN FRANCISCO, CALIFORNIA 94104
(415) 393-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS SUBJECT TO COMPLETION
August 19, 1998
GIGA-TRONICS INCORPORATED
936,989 SHARES
COMMON STOCK
---------------
All of the 936,989 shares (the "Common Shares") of Giga-tronics
Incorporated ("Giga-tronics" or the "Company") common stock, no par value per
share (the "Common Stock"), offered hereby are being sold by the holders of the
Common Shares named herein under "Selling Shareholders" (the "Selling
Shareholders"). The outstanding Common Stock of the Company is quoted on the
Nasdaq National Market under the symbol "GIGA." On August 17, 1998, the last
reported sale price of the Common Stock on the Nasdaq National Market was $3.53
per share.
The Company will not receive any of the proceeds from the sale of the
Common Shares. Any or all of such Common Shares covered by this Prospectus may
be sold, from time to time, at market prices prevailing on Nasdaq at the time of
sale by means of ordinary brokerage transactions or otherwise under other terms.
See "Plan of Distribution."
The Common Shares offered hereby were originally issued by the
Company in connection with its acquisitions of Viking Semiconductor Equipment,
Inc. ("Viking") and Ultracision, Inc. ("Ultracision"). Common Shares were issued
to former Viking shareholders pursuant to an Agreement and Plan of
Reorganization (the "Viking Merger Agreement"), pursuant to which Giga-tronics
acquired all of the outstanding capital stock of Viking and Viking became a
wholly-owned subsidiary of the Company. Additional Common Shares were issued by
the Company pursuant to an Agreement and Plan of Reorganization (the
"Ultracision Merger Agreement"), pursuant to which the Company acquired all of
the outstanding capital stock of Ultracision and Ultracision became a
wholly-owned subsidiary of the Company. The Common Shares represent
approximately 21.7% of the Company's outstanding Common Stock as of the date of
this Prospectus. See "Selling Shareholders."
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is August __, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information can be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, DC 20549 and at
its regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of
such materials can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, DC 20549, and its public
reference facilities in New York, New York and Chicago, Illinois on payment of
prescribed charges. In addition, the Company is required to file electronic
versions of these documents with the Commission through the Commission's
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. The
Commission maintains a World Wide Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically via EDGAR with the Commission. The
Company's Common Stock is quoted on the Nasdaq National Market, and such
reports, proxy and information statements and other information concerning the
Company can also be inspected at the offices of The Nasdaq Stock Market, Inc.,
1735 K Street, N.W., Washington, DC 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act, with respect
to the shares of Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission, and the exhibits relating thereto, which have been filed with the
Commission. Copies of the Registration Statement and the exhibits are on file at
the offices of the Commission and may be obtained upon payment of the fees
prescribed by the Commission, or examined without charge at the public reference
facilities of the Commission described above.
No person is authorized in connection with the offering made hereby
to give any information or to make any representation not contained or
incorporated by reference in this Prospectus, and any information or
representation not contained or incorporated herein must not be relied upon as
having been authorized by the Company, the Selling Shareholders set forth under
"Selling Shareholders" or any underwriter. This Prospectus relates solely to the
Common Stock offered hereby and it may not be used or relied on in connection
with any other offer or sale of securities of the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy by any
person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus at any time
nor any sale made hereunder shall under any circumstance imply that the
information herein is correct as of any date subsequent to the date hereof.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or simultaneously filed with the
Commission by the Company are incorporated herein by reference and made a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended March 28, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 27, 1998;
(c) The Registrant's Current Report on Form 8-K dated May
18, 1998 filed with the Commission on June 1, 1998 (as
amended by the Forms 8-K/A filed with the Commission
on June 2, 1998 and July 28, 1998); and
(d) The Registrant's Registration Statement No. 0-12719 on
Form 8-A filed with the Commission on July 27, 1984,
in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such prior statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents that have been incorporated by reference in this
Prospectus, other than exhibits to such documents. Such documents may be
obtained by writing to Giga-tronics Incorporated, 4650 Norris Canyon Road, San
Ramon, California 94583, Attention: Corporate Secretary, or by calling (510)
328-4650.
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THE COMPANY
Giga-tronics designs, manufactures, and markets microwave and radio
frequency signal generation and power measurement instruments, switching
devices and YIG tuned oscillators. These products are used in the development,
test and maintenance of wireless communications products and systems,
electronic defense systems, and automatic testing systems (ATE). The Company
also manufactures a line of inspection and handling devices used in the
production of semiconductor devices.
Giga-tronics was incorporated in 1980, and its principal executive
offices are located at 4650 Norris Canyon Road, San Ramon, California 94583,
telephone number: (510) 328-4650.
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RISK FACTORS
Statements made in this Prospectus and in documents incorporated
herein by reference, including statements as to operating results and financial
performance, are forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. The Company's actual
results could differ materially from those anticipated in such forward-looking
statements as a result of certain factors, including those set forth below,
which shareholders should carefully review. All forward-looking statements in
this Prospectus are based on information available to the Company on the date
hereof and assumptions which the Company believes are reasonable, and the
Company assumes no obligation to update any such forward-looking statements. The
following risk factors should be considered carefully by prospective investors
in evaluating the Company, its business and an investment in the Common Shares.
DECLINING DEFENSE-INDUSTRY SALES
Although the Company has achieved more balance between its defense
and commercial businesses, defense related orders remain important to the
Company. The outlook for such orders continues to be soft especially in the far
east. If this trend were to continue, shipments in the current year could fall
short of plan with a concurrent decline in earnings. Current softness in the
market for the Company's commercial products has resulted in a substantial
decline in backlog. If this trend cannot be reversed in the near term,
shipments in the current year could fall short of plan with a concurrent
decline in earnings. However, the Company believes that growth can be realized
by maintaining an effective new product development program, aggressively
pursuing new markets, and vigorously competing for defense business. In
addition, the Company intends to broaden its product lines and expand its
markets. Nevertheless, there is no assurance these efforts will lead to
increased sales in the near term.
UNCERTAIN IMPACT OF RECENT AND FUTURE ACQUISITIONS; DIFFICULTIES AND COST OF
INTEGRATION
During fiscal years 1997 and 1998, Giga-tronics made three business
acquisitions: ASCOR, Inc., Viking and Ultracision. Subsequent to fiscal year
end, on May 18, 1998, Giga-tronics acquired Microsource, Inc. Giga-tronics has
acquired these companies with the expectation that the acquisitions would
result in long-term strategic benefits. The realization of the benefits sought
from these acquisitions depends on the ability of Giga-tronics to effectively
utilize the joint product development capabilities, sales and marketing
capabilities, administrative organizations and facilities of these companies.
There can be no assurance that these benefits will be achieved or that the
activities of these companies will be integrated in a coordinated, timely and
efficient manner. The combination of these entities also will require the
dedication of management resources, which will detract such persons' attention
from the day-to-day business of Giga-tronics. There can be no assurance the
integration will be completed without disrupting Giga-tronics businesses. The
inability of Giga-tronics to effectively utilize resources and to achieve
integration in a timely and coordinated fashion could result in a material
adverse effect on Giga-tronics' financial condition, operating results and cash
flow.
Prior to the acquisition of Viking and Ultracision, Giga-tronics had
no experience in the semiconductor manufacturing equipment industry. As a
result, integration of these companies may be difficult. The difficulties may
be increased by the necessity of coordinating geographically separate
organizations and addressing possible differences in corporate cultures and
management philosophies. Finally, expenditures related to the development of new
products by these subsidiaries have, and may in the future, impact the
financial results of Giga-tronics. The future success of Giga-tronics may
depend on its ability to steadily incorporate advancements in semiconductor
manufacturing technologies into its new products. The impact of these new
subsidiaries on the operations of Giga-tronics remains uncertain.
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COMPETITION
Giga-tronics is engaged in a highly competitive field. Competition
from numerous existing companies and potential new entrants is intense and
expected to increase. Many of these companies have substantially greater
research and development, manufacturing, marketing, financial, technological,
personnel and managerial resources than Giga-tronics. There can be no assurance
that any products developed by these competitors will not gain greater market
acceptance than any developed by Giga-tronics. Accordingly, Giga-tronics will be
required to continue to devote substantial resources and efforts to marketing
and research and development activities.
In addition, Giga-tronics expects to continue to make significant
investments in research and development. There can be no assurance that future
technologies, processes or product developments will not render Giga-tronics's
current product offerings obsolete or that Giga-tronics will be able to develop
and introduce new products or enhancements to existing products which satisfy
customer needs in a timely manner or achieve market acceptance. The failure to
do so could adversely affect Giga-tronics's business.
RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON NEW PRODUCTS AND PROCESSES
The market for electronics equipment is characterized by rapidly
changing technology and evolving industry standards. Giga-tronics believes that
its future success will depend in part upon its ability to develop and
commercialize its existing products and to develop new products and application
and in part to develop, manufacture and successfully introduce new products and
product lines with improved capabilities and to continue to enhance existing
products. There can be no assurance that Giga-tronics will successfully
complete the development of current or future products or that such products
will achieve market acceptance.
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DEPENDENCE UPON KEY PERSONNEL
Giga-tronics's future success is highly dependent on certain key
management and technical personnel. The loss of any one of these key personnel
could have a material adverse impact on Giga-tronics's results of operation. In
addition, since competent management personnel and personnel capable of
performing the foregoing functions are in great demand, there can be no
assurance that Giga-tronics will be able to attract and retain such personnel on
a timely basis and on terms acceptable to it. It is anticipated that
Giga-tronics's success will depend in large part upon attracting and retaining
highly-skilled managerial and other employees.
DEPENDENCE UPON KEY SUPPLIERS
Certain of the components and subassemblies included in the products
of Giga-tronics are obtained from a single supplier or a limited group of
suppliers. Each of these suppliers has sold products to Giga-tronics during the
last several years, and Giga-tronics has no reason to expect that they will not
continue to renew these contracts in the future. Giga-tronics believes that
alternative sources could be obtained and qualified to supply these products.
Nevertheless, a prolonged inability to obtain certain components could have an
adverse effect on operating results and could result for the period during which
such alternative sources are sought.
INTERNATIONAL OPERATIONS AND EXPANSION
International sales accounted for 28%, 31% and 25% of
Giga-tronics's net revenues in the fiscal years 1998, 1997 and 1996,
respectively. Giga-tronics anticipates that international sales will continue to
account for a significant portion of net sales. Additionally, Giga-tronics
intends to continue expansion of international operations. As a result, a
significant portion of Giga-tronics's sales and operations will be subject to
certain risks normally associated with international operations, including
tariffs and other barriers, difficulties in staffing and managing foreign
subsidiary and branch operations, potentially adverse tax consequences and the
possibility of difficulties in accounts receivable collection.
In addition to the uncertainty as to Giga-tronics's ability to expand
its international presence, there are certain risks inherent in doing business
on an international level, such as unexpected changes in regulatory
requirements, political instability, fluctuations in currency exchange rates,
and seasonal reductions in business activity, any of which could adversely
impact the success of international operations. Sales of products by
Giga-tronics are denominated principally in U.S. dollars. Accordingly, any
increase in the value of the U.S. dollar as compared to currencies in the
companies' principal
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overseas markets would increase the foreign currency-denominated cost of the
companies' products, which may negatively affect the companies' sales in those
markets. In addition, effective patent, copyright, trademark and trade secret
protection may be limited or unavailable under the laws of certain foreign
jurisdictions. There can be no assurance that one or more of such factors will
not have a material adverse effect on Giga-tronics's international operations
and, consequently, on the business, operating results, financial condition and
cash flows of Giga-tronics.
POTENTIAL VOLATILITY OF COMMON STOCK PRICE; LIMITED LIQUIDITY
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results,
shortfalls in revenues or earnings from levels expected by securities analysts
and other factors such as announcements of technological innovations or new
products by Giga-tronics or by competitors, government regulations or
developments in patent or other proprietary rights. In addition, the Nasdaq
National Market and other stock markets have experienced significant price
fluctuations in recent months. These fluctuations often have seemingly been
unrelated to the operating performance of the specific companies whose stocks
are traded. Broad market fluctuations, as well as general foreign and domestic
economic conditions, may adversely affect the market price of the Common Stock.
Giga-tronics stock at any time has historically traded on thin volume
on Nasdaq. Sales of a significant volume of stock could result in a depression
of Giga-tronics share price.
YEAR 2000 COMPLIANCE
Like many other companies, the year 2000 computer issue creates risk
for the Company. If internal systems do not correctly recognize date
information when the year changes to 2000, there could be an adverse impact on
the Company's operations. The Company has initiated a comprehensive project to
prepare computer systems for the year 2000 and plans to have changes to
critical systems completed by March 27, 1999. The Company is also assessing the
capability of its products sold to customers over a period of years to handle
the year 2000 and has a plan in place to address product issues. Management
believes the likelihood of a material adverse impact due to problems with
internal systems or products sold to customers is remote and the costs
associated with these projects are not expected to have a material effect on the
Company's financial position or overall trends in results of operations. The
Company is also contacting critical suppliers of products and services to
determine that the suppliers' operations and the product and services they
provide are year 2000 capable or to monitor their progress toward year 2000
capability. There can be no assurance that another company's failure to ensure
year 2000 capability would not have an adverse effect on the Company.
DIVIDENDS UNLIKELY
Giga-tronics has never paid cash dividends on its capital stock and
does not anticipate paying any cash dividends for the foreseeable future.
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USE OF PROCEEDS
The Company will not receive any of the proceeds of the Common Shares
offered hereunder by the Selling Shareholders.
SELLING SHAREHOLDERS
Of the Common Shares offered hereby, 419,997 shares were issued to
former Viking shareholders pursuant to the Viking Merger Agreement, pursuant to
which Giga-tronics acquired all of the outstanding capital stock of Viking and
Viking became a wholly-owned subsidiary of the Company. In addition, 516,992
shares were issued by the Company pursuant to the Ultracision Merger Agreement,
pursuant to which the Company acquired all of the outstanding capital stock of
Ultracision and Ultracision became a wholly-owned subsidiary of the Company. The
Company may from time to time supplement or amend this Prospectus, as required,
to provide other information with respect to the Selling Shareholders.
The following table sets forth certain information regarding
ownership of the Company's Common Stock by the Selling Shareholders as of March
28, 1998, including their names, their positions with the Company where
applicable, and the number of Shares of Common Stock owned by them and offered
pursuant to this Prospectus. Because the Selling Shareholders may offer all or
part of the Common Stock which they hold pursuant to the offering contemplated
by this Prospectus and because their offering is not being underwritten on a
firm commitment basis, no estimate can be given as to the amount of the Common
Stock that will be held by the Selling Shareholders upon termination of this
offering.
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<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK NUMBER OF SHARES
SELLING SHAREHOLDER BENEFICIALLY OWNED PERCENTAGE OF CLASS OFFERED HEREBY(1)
------------------- ------------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Gordon & Margaret Hampton(1) 170,719 3.9% 170,719
Ronald Hayes & Lois Hayes 15,032 * 15,032
Trust
Leonard & Carol Brown 48,612 1.1% 48,612
Leroy & Celia Staufenbiel 3,758 * 3,758
Kalathil & Mary Pappachan 25,457 * 25,457
Edward & Janis Martinelli 12,342 * 12,342
Dan Markowitz 26,307 * 26,307
Vicko Matulovic (2) 176,809(2) 4.1% 176,809
James P. Davidson & 9,395 * 9,395
Jean K. Davidson, Trustee of the
Davidson Family Trust
Norman Doyle 5,261 * 5,261
Nancy Tressel 22,549 * 22,549
Reuben Baltazar 751 * 751
Curt M. Berggren 153,773 3.6% 153,773
Kenyon M. King 153,773 3.6% 153,773
Martin E. Suorea 20,636 * 20,636
Richard Greenan 20,636 * 20,636
Roland S. DeAngelo 23,734 * 23,734
Gail Inlow 3,099 * 3,099
Carl Berggren 20,636 * 20,636
David Berkstresser 2,060 * 2,060
Mark Meder 8,257 * 8,257
Susan Kiesling 4,121 * 4,121
William Kiesling 4,167 * 4,121
William Ted Stein 3,621 * 3,621
Gary K. Stein 1,530 * 1,530
</TABLE>
* Less than 1%.
- ----------------------
(1) Gordon Hampton is a director and the President of Ultracision.
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(2) Vicko Matulovic is a director of Ultracision. Includes 61,284 Common
Shares held by the Matulovic Family Trust, 30,065 Common Shares held by the
Matulovic Qtip Trust and 84,709 Common Shares held by the Matulovic By-Pass
Trust.
(3) Curt Berggren is the President and Treasurer of Viking.
Certain of the other Selling Shareholders are employees of the
Ultracision or Viking subsidiaries, respectively, of Giga-tronics.
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PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale by the
Selling Shareholders of the Common Shares offered hereby. The Company intends to
maintain the effectiveness of the registration statement until the earliest of
(a) date upon which all of the Common Shares have been disposed of in accordance
with the registration statement or Rule 144 under the Securities Act, (b) the
date upon which the Common Shares may be sold in the public market in a three
month period without registration under the Securities Act pursuant to Rule 144
or (c) the twelve month anniversary of the effective date of the registration
statement.
The Common Shares offered hereby may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Common Shares may be sold by one or more of the following: (a)
a block trade in which the broker or dealer so engaged will attempt to sell the
Common Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) an exchange distribution in accordance with the rules of such
exchange; and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Shareholders in amounts to be negotiated prior to the sale. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Shareholders and any such underwriters, dealers or agents
which participate in the distribution of the Common Shares may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the Common Shares by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The Common Shares may be sold from time to time in one
or more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Shareholders or by an agreement between
the Selling Shareholders and any such underwriters or dealers. Brokers or
dealers acting in connection with the sale of Common Shares contemplated by this
Prospectus may receive fees or commissions in connection therewith.
At the time a particular offer of Common Shares is made, to the
extent required, a supplement to this Prospectus (each, a "Prospectus
Supplement") will be distributed which will identify and set forth the aggregate
number of Common Shares being offered and the terms of the offering, including
the name or names of any underwriters, dealers or agents, the purchase price
paid by any underwriter for Common Shares purchased from the Selling
Shareholders, any discounts, commissions and other items constituting
compensation from the Selling Shareholders and/or the Company and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, including
the proposed selling price to the public. Such Prospectus Supplement and, if
necessary, a post-effective amendment to the Registration Statement of which
this Prospectus is a part, will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Common Shares.
The Company has advised the Selling Shareholders that the
anti-manipulation rules under the Exchange Act may apply to sales of Common
Shares in the market and to the activities of the Selling Shareholders and their
affiliates. The Selling Shareholders have advised the Company that during such
time as the Selling Shareholders may be engaged in the attempt to sell the
Common Shares registered hereunder, they will (i) not engage in any
stabilization activity in connection with any of the Company's securities, (ii)
not bid for or purchase any of the Company's securities or rights to acquire the
Company's
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securities other than as permitted under the Exchange Act; (iii) not effect any
sale or distribution of the Common Shares until after the Prospectus shall have
been appropriately amended or supplemented, if required, to set forth the terms
thereof; and (iv) effect all sales of Common Shares in broker's transactions
through broker-dealers acting as agents, in transactions directly with market
makers or in privately negotiated transactions where no broker or other third
party (other than the purchaser) is involved.
In order to comply with certain states' securities laws, if
applicable, the Common Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the Common Shares
may not be sold unless it has been registered or qualified for sale in such
state, or unless an exemption from registration or qualification is available.
No director, officer or agent of the Company is expected to be
involved in soliciting offers to purchase the Common Shares offered hereby, and
no such person will be compensated by the Company for the sale of any Common
Shares.
The Company will pay all of the expenses incident to the offering and
sale of the Common Shares, other than commissions, discounts and fees of
underwriters, dealers or agents.
The Company has agreed to indemnify certain of the Selling
Shareholders who were former shareholders of Ultracision and certain other
persons against certain liabilities, including liabilities arising under the
Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the validity of the Common
Shares offered hereby will be passed upon for the Company by Gibson, Dunn &
Crutcher LLP, San Francisco, California.
EXPERTS
The financial statements and schedules of Giga-tronics Incorporated
as of March 28, 1998, and March 29, 1997 and for the years ended March 28, 1998,
March 29, 1997, and March 30, 1996 have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of Microsource Inc. as of December 31, 1997
and December 31, 1996 and for the years then ended have been incorporated by
reference herein and the registration statement in reliance upon the report,
which includes an explanatory paragraph regarding the restatement of the 1996
financial statements to reflect various prior period adjustments, of
PricewaterhouseCoopers, LLP, independent accountants, incorporated by reference
herein.
13
<PAGE> 15
==============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY UNDERWRITER OR THEIR RESPECTIVE AFFILIATES. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE
MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS SET FORTH HEREIN OR
THEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL
OR SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 9
SELLING SHAREHOLDERS 9
PLAN OF DISTRIBUTION 12
LEGAL MATTERS 13
EXPERTS 13
</TABLE>
=======================================================================
=======================================================================
GIGA-TRONICS
INCORPORATED
------------
936,989 SHARES
------------
COMMON STOCK
------------
____________
PROSPECTUS
____________
August __, 1998
=======================================================================
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<TABLE>
<S> <C>
Registration fee...................................................................$ 1,881
Blue Sky fees and expenses.........................................................$ 0
Legal fees and expenses*...........................................................$165,000
Printing expenses*.................................................................$ 7,000
Accounting fees and expenses*......................................................$200,000
Miscellaneous*.....................................................................$297,000
--------
Total expenses*..........................................................$670,881
========
</TABLE>
- --------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 204 and 317 of the California General Corporation Law and
the Registrant's Bylaws contain provisions authorizing the indemnification of
corporate directors and officers against certain liabilities and expenses
incurred in connection with proceedings involving such persons in their
capacities as directors and officers, including proceedings under the Securities
Act or the Exchange Act.
Article V of the Registrant's Bylaws requires the Registrant to
indemnify all directors and officers to the fullest extent permitted by
California law and also provides for the advancement of expenses to officers and
directors in connection with their defense of civil or criminal proceedings upon
the written undertaking of the director or officer to repay the advance in the
event it is ultimately determined that such individual is not entitled to
indemnification under the California General Corporation Law.
In addition, the Registrant has entered into supplemental
indemnification agreements with its directors which broaden the scope of
indemnity beyond that expressly provided by the Bylaws and the California
General Corporation Law. These supplemental contracts are permissible under
California General Corporation Law and have been approved by the Registrant's
shareholders. The agreements provide the directors with indemnification to the
fullest possible extent permitted by law against all expenses (including
attorney fees), judgments, fines and settlement amounts incurred or paid by them
in any action or proceeding (including any action by or in the right of the
Registrant) by reason of their service either as a director, officer, employee
or agent of the Registrant or, at the Registrant's request, as a director,
officer, agent or employee of another company, partnership, joint venture, trust
or other enterprise. However, no indemnity will be provided to any director with
respect to conduct which is adjudged to be knowingly fraudulent, deliberately
dishonest or to constitute willful misconduct.
For the undertaking with respect to indemnification, see Item 17
herein.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Title of Exhibit
----------------
<S> <C>
*2.1 Agreement and Plan of Reorganization date as of June 6, 1997 among
Giga-tronics Incorporated, GTV Acquisition Corp. and Viking
Semiconductor Equipment, Inc.
*2.2 Agreement and Plan of Reorganization dated as of December 2, 1997 among
Giga-tronics, Incorporated, Giga Acquisition Corp. and Ultracision, Inc.
(incorporated by reference to the Company's Current Report on Form 8-K
dated December 2, 1997).
*4.1 Registration Rights Agreement, dated as of December 22, 1997 among the
Company and the shareholders of Ultracision, Inc.
*5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding legality of securities
being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
*24.1 Power of Attorney.
</TABLE>
- ------------
* Previously filed with this Registration Statement.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and persons
controlling the Registrant pursuant to the provisions set forth in Item 15
above, or otherwise, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof)
II-2
<PAGE> 18
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to include
any financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3, and has duly caused this
Amendment No. 1 to the 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 18th day of August, 1998.
GIGA-TRONICS INCORPORATED
By: /s/ Mark H. Cosmez II
-------------------------------------
Mark H. Cosmez II
Vice President of Finance/
Chief Financial Officer
II-4
<PAGE> 20
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the 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>
* Chairman and Chief Executive August 18, 1998
- ------------------------ Officer and Director
George H. Bruns, Jr. (Principal Executive Officer)
/s/ Mark H. Cosmez II Vice President of Finance/ August 18, 1998
- ------------------------ Chief Financial Officer
Mark H. Cosmez II (Principal Financial Officer and Principal
Accounting Officer)
* Director August 18, 1998
- ------------------------
James A. Cole
* Director August 18, 1998
- ------------------------
Edward D. Sherman
* Director August 18, 1998
- ------------------------
Robert C. Wilson
*By: Mark H. Cosmez II
-------------------
Mark H. Cosmez II
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<S> <C>
*2.1 Agreement and Plan of Reorganization date as of June 6, 1997
among Giga-tronics Incorporated, GTV Acquisition Corp. and Viking
Semiconductor Equipment, Inc.
*2.2 Agreement and Plan of Reorganization dated as of December 2, 1997
among Giga-tronics, Incorporated, Giga Acquisition Corp. and
Ultracision, Inc. (incorporated by reference to the Company's
Current Report on Form 8-K dated December 2, 1997).
*4.1 Registration Rights Agreement, dated as of December 22, 1997
among the Company and the shareholders of Ultracision, Inc.
*5.1 Opinion of Gibson, Dunn & Crutcher LLP regarding legality of
securities being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in the
opinion filed as Exhibit 5.1).
*24.1 Power of Attorney.
</TABLE>
* Previously filed in connection with this Registration Statement.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Giga-tronics Incorporated
We consent to the use of our report dated May 1, 1998, except as to Note 14,
which is as of May 21, 1998, relating to the consolidated balance sheets of
Giga-tronics Incorporated and subsidiaries as of March 28, 1998, and March 29,
1997, and the related consolidated statements of operations, shareholders'
equity, and cash flows for the years ended March 28, 1998, March 29, 1997, and
March 30, 1996, and of our report dated June 24, 1998, relating to the
financial statement schedule, which reports appear or are incorporated by
reference in the March 28, 1998, annual report on Form 10-K of Giga-tronics
Incorporated, and to the reference to our firm under the heading "experts" in
the prospectus.
/s/ KPMG PEAT MARWICK
Mountain View, California
August 17, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
August 11, 1998
We consent to the incorporation by reference in the registration statement of
Giga-tronics, Inc. on Form S-3 (File no. 333.50091) of our report, which
includes an explanatory paragraph regarding the restatement of the 1996
financial statements to reflect various prior period adjustments, dated June 5,
1998, on our audits of the financial statements of Microsource, Inc. as of
December 31, 1997 and 1996 and for the years then ended, included in the
company's Current Report on Form 8-K filed on July 28, 1998. We also consent to
the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP San Francisco, California
