UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________________
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
|
Filed
by the Registrant [ X ]
|
|
Filed
by a Party other than the
Registrant [ ]
|
|
Check
the appropriate box:
|
|
[ ]
|
Preliminary
Proxy Statement
|
|
[ ]
|
Definitive
Proxy Statement
|
|
[ ]
|
Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|
|
[X]
|
Definitive
Additional Materials
|
|
[ ]
|
Soliciting
Material Pursuant to Sec. 240.14a-11(c) or sec.
240.14a-12
|
|
GIGA-TRONICS
INCORPORATED
|
|
(Name
of Registrant as Specified In Its Charter)
|
|
N/A
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
Payment
of Filing Fee (Check the appropriate box):
|
||
|
[X]
|
Fee
not required.
|
|
|
[ ]
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
|
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
|
(5)
|
Total
fee paid:
|
|
|
[ ]
|
Fee
paid previously with preliminary materials.
|
|
|
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
|
|
(1)
|
Amount
Previously Paid:
|
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
|
(3)
|
Filing
Party:
|
|
|
(4)
|
Date
Filed:
|
|
REVISION to Additional proxy
material to be mailed to shareholders on or after July 22, 2009, to be included
in Giga-tronics 2009 Annual Report.
Giga-tronics
Incorporated
4650
Norris Canyon Road
San
Ramon, California 94583
(925)
328-4650
To our
Shareholders:
Fiscal
2009 was a pivotal year for Giga-tronics. The Company entered the
year with new products in the pipeline, a streamlined organization with better
developed cross-functional skills and business planning practices, yet with a
leadership team still working through newly defined roles, and a minimal backlog
of shippable orders. The low beginning backlog coupled with soft
bookings in our 1st half
set us uncomfortably back in profitability and cash reserves forcing us to draw
on our line of credit for the first time. However, by mid-year we had
filled in the remaining gaps in the management team and began to experience a
pickup in bookings throughout our 2nd
half.
We
strengthened the sales and marketing team, adding new personnel in the field and
at the Company’s headquarters. We also opened an office in China
staffed with a local individual providing customer and sales channel
support. We held our costs in line by reducing variances and we
managed our cash reserves paying back our loan by the end of the 3rd
quarter. This combination of solid execution helped us grow our top
line revenue by 43% in the 2nd half of
the year as compared to the 1st half
and drove the 2nd half
into profitability. Although we were unable to overcome the losses
generated in our first half, I’m very pleased that we have been able to return
the Company to profitability in this very challenging environment.
During
this past year we introduced a new broadband 10 Watt power amplifier, the first
of its kind. We also introduced our GT2620A high power synthesizer
based upon our GT2400B and GT2500A models along with a family of USB Power
Sensors that plug directly into a PC. And we recently upgraded the
entire synthesizer line with many improved features including new frequency
coverage up to 50 GHz.
Backlog
continued to grow for Microsource’s high performance specialty filters based
upon our fast-switching YIG technology and we are under contract to design a new
version that positions the Company for continuous volume production over the
next 5 years.
In our
switching solution business, we are poised to introduce a new low cost chassis
that adds Ethernet and USB interfaces to the choices currently available and
which allows existing customers to preserve their investment in
switch-cards.
Although
there are still areas for improvement, many of the fundamental operating
challenges we’ve faced are behind us. This relieves some of the
immediate pressures on the management team and allows us to focus attention on
new markets for driving the Company’s future growth. As we move
forward, we will be devoting considerable management attention to defining
strategy and identifying markets where we have a clear competitive
advantage.
Looking
ahead to fiscal 2010, Giga-tronics is well positioned to continue its positive
trajectory. To begin with, we are entering the new fiscal year with
$2.2M more in backlog shippable within one year than we entered fiscal
2009. Although much will depend upon the economy, this additional
backlog improves the base upon which to build growth. Second, as part
of our synthesizer upgrade, we have standardized the design around a set of
common sub-assemblies which will allow us to achieve further cost reductions in
the coming year. Third, we have embarked on growing our customer
funded engineering projects that help us contain our expenses while allowing us
to retain our engineering talent during these uncertain
times. Fourth, our senior management team is in place at the
beginning of the year and their efforts will be reflected over the entire 12
months. And finally, we will take advantage of opportunities to
further streamline the Company as they arise.
Overall, I’m optimistic about the Company’s prospects for fiscal 2010 and I look forward to updating you throughout the coming year.
Sincerely,
John R.
Regazzi
Chief
Executive Officer