UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
GIGA TRONICS INC
---------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
375175106
---------
(CUSIP Number)
Leviticus Partners, L.P.
Adam M. Hutt
30 Park Ave. Suite 12F
New York, NY 10016
(212) 679-2642
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2004
------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-l(e), (f) or (g),
check the following box. |_|
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act.
CUSIP No. 375175106
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Leviticus Partners, L.P.
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS:
WC
_______________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
_______________________________________________________________________
7 SOLE VOTING POWER:
242,580
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 242,580
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING Person
242,580
______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.1%
_______________________________________________________________________
14 TYPE OF REPORTING PERSON:
PN
_______________________________________________________________________
CUSIP No. 375175106
_______________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AMH Equity, LLC
_______________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS:
AF
_______________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
_______________________________________________________________________
7 SOLE VOTING POWER:
0
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 0
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
_______________________________________________________________________
14 TYPE OF REPORTING PERSON:
00
_______________________________________________________________________
CUSIP No. 375175106
______________________________________________________________________
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Adam M. Hutt _______________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________
4 SOURCE OF FUNDS:
00
_______________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|_|
_______________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
_______________________________________________________________________
7 SOLE VOTING POWER:
0
________________________________________________
NUMBER OF 8 SHARED VOTING POWER:
SHARES
BENEFICIALLY 0
OWNED BY ________________________________________________
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH 0
________________________________________________
10 SHARED DISPOSITIVE POWER:
0
_______________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
_______________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
_______________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
_______________________________________________________________________
14 TYPE OF REPORTING PERSON:
HC, IN
_______________________________________________________________________
ITEM 1. SECURITY AND ISSUER.
This schedule 13D relates to the common stock, $.001 par value per share
(the "Shares"), of Giga-tronics Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 4650 Norris Canyon Rd. San Ramon, CA
94583.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is jointly filed by Leviticus Partners, L.P., a
Delaware limited partnership ("Leviticus"), AMH Equity, LLC ("AMH"), a
New York limited liability company and Adam Hutt, a natural person (each
a "Reporting Person" and, collectively, the "Reporting Persons"). AMH is
the general partner of Leviticus and Adam Hutt is the controlling person
of AMH.
Information contained herein with respect to each Reporting Person
is given solely by such Reporting Person, and no other Reporting Person
has responsibility for the accuracy or completeness of information s
upplied by such other Reporting Person.
(b) The business address for all Reporting Persons is 30 Park Avenue,
Suite 12F, New York, New York 10016.
(c) Each Reporting Person's principal business is investing in
securities in order to achieve certain investment objectives.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
(f) Adam Hutt is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Leviticus used approximately $426,360 of its working capital to
purchase the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Leviticus purchased the Shares for investment purposes. Leviticus
presently considers the Shares an attractive investment and intends to
review its investment on an ongoing basis. Such continuing review may
result in the Reporting Persons acquiring additional shares of the Issuer
in the open-market or in privately negotiated transactions, maintaining
their holdings at current levels or selling all or a portion of their
holdings in the open-market or in privately negotiated transactions.
Any such actions the Reporting Persons undertake will be dependent upon,
among other things, the availability of sharesof the Issuer for purchase
and the price levels of such shares; general market and economic
conditions; on-going evaluation of the Issuer's business, financial
condition, operations and prospects; the relative attractiveness of
alternative business and investment opportunities; the availability of
funds for the purchase of additional shares of the Issuer; the actions of
the management and Board of Directors of the Issuer; and other future
developments. Although the foregoing reflects activities presently
contemplated by the Reporting Persons with respect to the Issuer, the
foregoing is subject to change at any time. Except as set forth above,
the Reporting Persons have no present plans or intentions which would
result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, Leviticus may be deemed to be the beneficial owner of the
aggregate amount of 242,580 Shares representing approximately 5.1% of
the outstanding Shares of the Issuer (based upon 4,714,896 shares
outstanding as of February 6, 2004, as reported on the latest Form 10-Q
of the Issuer for the quarter ended December 27, 2003).
AMH is the general partner of Leviticus and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, AMH may be
deemed to be the beneficial owner of the aggregate amount of 242,580
Shares representing approximately 5.1% of the outstanding Shares of the
Issuer (based upon 4,714,896 shares outstanding as of February 6, 2004,
as reported on the latest Form 10-Q of the Issuer for the quarter ended
December 27, 2003). AMH disclaims any beneficial ownership of the Shares
covered by this Statement.
Adam Hutt is the control person of AMH and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Adam Hutt
may be deemed to be the beneficial owner of the aggregate amount of
242,580 Shares representing approximately 5.1% of the outstanding
Shares of the Issuer (based upon 4,714,896 shares outstanding as of
February 6, 2004, as reported on the latest Form 10-Q of the Issuer for
the quarter ended December 27, 2003). Adam Hutt disclaims any beneficial
ownership of the Shares covered by this Statement.
(b) Leviticus has sole voting and dispositive power of the Shares. AMH
and Adam Hutt disclaim beneficial ownership of the Shares.
(c) Leviticus effected the following transactions in the Shares during
the past 60 days as set forth below:
Date Type Amount of Shares Price/Share
02/11/04 open market purchase 1,780 2.68
02/09/04 open market purchase 800 2.68
02/06/04 open market purchase 13,000 2.64
02/06/04 open market purchase 1,500 2.75
02/06/04 open market purchase 4,000 2.74
02/06/04 open market purchase 300 2.70
02/06/04 open market purchase 1,200 2.73
01/16/04 open market sale 5,000 2.40
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not Applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: February 12, 2004
Leviticus Partners, L.P.
By: AMH Equity, LLC, its general partner
By: /s/ Adam Hutt
Name: Adam Hutt
Title: Managing Member
AMH Equity, LLC
By: /s/ Adam Hutt
Name: Adam Hutt
Title: Managing Member
By: /s/ Adam Hutt
Adam Hutt
Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).