<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                    FORM 10-K

(MARK ONE)

  x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended             March 31, 1998
                          ----------------------------------------

                                       OR


         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
----     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _____________________to _____________________

                         Commission file number: 0-25560
                                 Celeritek, Inc.
             (Exact name of Registrant as specified in its charter)


<TABLE>
<CAPTION>
                    California                                                  77-0057484
<S>                                                                 <C>
State or other jurisdiction of incorporation or organization)      (I.R.S. Employer Identification No.)
</TABLE>

               3236 Scott Boulevard, Santa Clara, California 95054
          (Address of principal executive offices, including zip code)

        Registrant's telephone number including area code: (408) 986-5060

--------------------------------------------------------------------------------

          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE



           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value

           Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]

           Indicate by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

                     The aggregate market value of the voting stock held by
non-affiliates of the Registrant, as of May 22, 1998, was
approximately $31,125,392 based upon the closing price for shares of the
Registrant's Common Stock as reported by the Nasdaq National Market on such
date. Shares of Common Stock held by each executive officer, director and holder
of 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

                     On May 22, 1998, approximately 7,205,527 shares of the
Registrant's Common Stock were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

           Part II and Part IV of this Report on Form 10-K incorporates
information by reference from Registrant's 1998 Annual Report to Shareholders.
Part III of this Report on Form 10-K incorporates information by reference from
Registrant's Proxy Statement for its 1998 Annual Meeting of Shareholders.





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                                     PART I

ITEM 1. BUSINESS

           This Annual Report on Form 10-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements
represent the Company's expectations or beliefs concerning future events and
include statements, among others, regarding ramp up and establishment of
production capabilities and facilities and the long-term potential of the
market. Actual results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set forth herein.

GENERAL
           Celeritek, Inc. ("Celeritek" or the "Company") designs, develops,
manufactures and markets gallium arsenide radio-frequency integrated circuits
(GaAs RF ICs) and high-frequency radio transceiver subsystems and components
that provide core transmit and receive functions for wireless communications
systems and defense electronics. The Company's subsystem products are utilized
in microwave radios, satellite-based communications and defense electronics
systems. The Company's semiconductor products are primarily utilized in handsets
for cellular and PCS systems and wireless local loop subscriber units. For the
year ended March 31, 1998, approximately 58% of the Company's total net sales
were derived from the commercial wireless communications markets.

           The Company's gallium arsenide radio-frequency integrated circuits
and high frequency radio transceiver subsystems and components operate in the
high radio frequency ("RF") range of 800 MHz to 1 GHz and in the microwave
frequency range of 1 GHz to 40 GHz. The Company's wireless subsystem division's
products include subsystems and components for microwave radios and
satellite-based communication systems. The Company's semiconductor division's
products include GaAs RF ICs for cellular and PCS handsets, wireless local loop
subscriber units and base station applications. The Company's defense
electronics products are for applications such as missile guidance, electronic
countermeasures and communications satellites. The Company believes that its
integrated circuit and system design expertise, together with its in-house
semiconductor foundry and proprietary GaAs process technologies, have enabled it
to provide its OEM customers with effective solutions tailored to their wireless
transmission needs.

           The Company markets its products worldwide to OEMs in commercial
markets and prime contractors in defense markets primarily through a network of
manufacturers' representatives managed by the Company's internal sales force.

           The Company was incorporated in California in December 1984. The
Company's executive offices are located at 3236 Scott Boulevard, Santa Clara,
California 95054, and its telephone number is (408) 986-5060.

INDUSTRY BACKGROUND
           The wireless communications industry has experienced significant
worldwide growth during the past decade. This growth has resulted from increased
business and consumer demand for wireless communications services. Cost
reductions and quality and performance improvements in such wireless
communications products as cellular, PCS and satellite-based voice and data
systems have also contributed to this growth. As demand for wireless
communications services grows, service providers are expanding associated
infrastructure. Wireless communications systems can offer the functional
advantages of wired communications systems without the costly and time consuming
development of an extensive wired infrastructure. The relative advantages of
wireless and wired communications systems with respect to cost, transmission
quality, reliability and other factors depend on the specific applications for
which such systems are used and the existence of a wired or wireless
infrastructure already in place. The factors responsible for the market's
growth, coupled with regulatory changes in the United States and



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abroad as well as advances in wireless communications technology, have led to
significant growth in existing wireless telecommunications systems and the
emergence of new wireless applications.

           The growth in the wireless communications industry and the
proliferation of new applications have led to increased communication traffic
and congestion of the historically assigned lower frequency transmission bands.
As a consequence, new wireless communications applications are increasingly
operating at higher frequencies within the RF and microwave spectrum, where
there is less congestion and, due to greater bandwidth, transmission capacities
are greater than at lower frequency bands. To accommodate this trend in part,
the FCC has auctioned certain microwave frequencies for PCS applications in the
United States and governmental agencies worldwide have standardized on L-Band
frequencies (generally 1.5 GHz to 1.6 GHz) for mobile satellite services. In
March 1998, the FCC completed auctions of Local Multipoint Distribution Systems
(LMDS), specialized point-to-multipoint systems in the 28 GHz to 31 GHz bands,
that are expected to become increasingly popular for transmitting multimedia
data.

           Market demands for high frequency wireless communications services
are being addressed by both satellite and terrestrial-based system
architectures. Historically, satellite telephony technology was funded by the
military for defense applications, and was commercially cost-effective only for
specialized high-capacity applications within the telecommunications and
broadcast industries. Because of improvements in satellite technology resulting
in increased performance, size reductions and lower cost of equipment,
satellite-based wireless voice and data networks are increasingly being used for
a variety of lower-cost, high-volume commercial applications such as mobile and
rural telephony, credit card validation, inventory management and remote
monitoring. Satellite systems are being utilized by developing countries that
lack a terrestrial-based telecommunication infrastructure, and which seek to
provide telephone service for large areas fairly rapidly. Additionally, even
where terrestrial systems exist, satellite systems are used to fill in coverage
for remote areas.

           As a result of the demand for new and higher performance wireless
communication services, there has been worldwide growth of cellular networks and
development of new PCS networks. Microwave point-to-point radio networks are
increasingly being used for connecting cellular and PCS base stations to a
mobile telephone switching office ("MTSO"), because they are often a
cost-effective alternative to using wire or fiber connections. Utilization of
radio networks offers more flexibility in base station placement and results in
lower installation, upgrade and maintenance costs than wired networks. In
addition, radio networks are often preferable to wired networks in areas of
difficult topography, where the installation or leasing of wire lines may be
cost-prohibitive or impractical.

           The recent worldwide trend toward privatization of public telephone
operators and deregulation of local telephone or local loop services has
resulted in increased competition in the delivery of telephone services from
alternative access providers. Many of these new access providers, such as
long-distance telephone carriers, public utilities and cable television
companies, must install or upgrade infrastructure to support basic and enhanced
services. In addition, worldwide demand for basic telephone service has grown,
especially in developing countries. As new infrastructure is established to
deliver local telephone service, service providers are often choosing wireless
transmission systems, which involve a number of short-haul radio connections,
instead of a traditional wired approach, to connect subscribers to the public
telephone network because wireless systems generally offer lower cost and faster
installation.

           A core component of any wireless transmission system is the radio
transceiver. A transceiver serves two signal processing functions: as a
transmitter, it transforms modulated voice and data into a radio signal for
wireless transmission; as a receiver, it converts the incoming radio signal back
into modulated voice or data. As use of wireless communications systems
increases and new wireless applications develop, there is a growing need for
cost-effective GaAs RF ICs and high-frequency radio transceiver subsystems and
components that meet demanding performance specifications of signal-to-noise
ratio, gain and distortion, as well as stringent requirements for size, weight
and power consumption.


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CELERITEK SOLUTION
           The Company provides GaAs RF ICs and high-frequency radio transceiver
subsystems and components to leading suppliers of wireless communications
systems. Using its integrated circuit and system design expertise, together with
its in-house semiconductor foundry and proprietary GaAs process technologies,
the Company provides its OEM customers with radio transceiver solutions tailored
to their specific wireless transmission needs, anticipating and solving system
architecture and performance problems. The Company believes that its
solution-driven approach enables its customers to concentrate on their core
competencies, accelerate product time to market and achieve cost savings. The
Company has developed an extensive library of signal processing functions that
serve as the standard building blocks for its products. The Company maintains
manufacturing control of its products through use of a wide range of in-house
manufacturing technologies, including its semiconductor foundry, which the
Company believes enables it to reach production volumes more quickly and provide
greater control over quality and delivery of its products; in addition, the
Company can more easily modify system and circuit designs to reduce wafer
processing costs and cycle time. The Company believes that its engineering
capability, coupled with its in-house vertically integrated manufacturing base,
allows the Company to select the most appropriate technology for a given
application to optimize cost and performance, and provides for a time-efficient
product development process, from design through prototype and into
manufacturing.

STRATEGY
           The Company's strategy is to identify high-growth markets of the
wireless communications industry, target leading OEMs in those markets and
provide its customers the application-specific products they require by
leveraging its expertise in integrated circuit and system design as well as GaAs
process technologies. The following are the key elements of the Company's
strategy:

           Increase Market Share in Wireless Markets. The Company targets
selected high-growth commercial markets and focuses on specific opportunities
where the Company believes that it has developed or can develop a competitive
advantage and become a market leader. The Company targets a mix of established
markets, such as point-to-point microwave radio applications, and emerging
mainstream markets, such as PCS. The Company believes this approach will
generate revenue in the near-term, while providing for medium and long-term
growth.

           Target Worldwide Industry Leaders. Many of the wireless communication
markets are dominated by a limited number of large system manufacturers. The
Company targets industry leaders to optimize return from its engineering and
manufacturing resources.

           Team with Customers. The Company's sales and engineering teams work
closely with its customers, from design through prototype and into
manufacturing, to help them develop system-wide solutions to their wireless
transmission needs. The Company's customer engineering support team uses its
expertise in components, subsystems and system architecture to develop
application-specific wireless transmission solutions for its customers'
products. The Company has successfully developed close working relationships
with many of its major customers where the Company's engineering organization
assists customers in their analysis and design of new wireless transmissions
systems.

           Offer Broader Range of Solutions. The Company focuses on designing
application-specific products for its customers. Historically, the Company
manufactured transceiver components for the defense industry. In order to
address the needs of the commercial wireless communications industry, the
Company focuses on developing and marketing higher level assemblies, namely,
radio transceiver subsystems. More recently, the Company has developed a product
line of GaAs RF ICs to service the cellular and PCS handset market. The Company
believes that the addition of these products allows the Company to address
customer needs from integrated circuits to fully integrated systems.

           Capitalize on Demonstrated Expertise in High Frequency Signal
Processing and GaAs Technology. Since its inception in 1984, the Company has
accumulated a substantial base of knowledge





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in the development of system architectures and integrated circuits for RF and
microwave signal processing. The Company has compiled an extensive library of
signal processing functions that it integrates into higher level systems. The
Company markets its products based upon design experience and expertise in RF
and microwave transmission technologies to wireless communication customers that
are increasingly demanding RF and microwave systems solutions.

MARKET AND CUSTOMERS

           The Company's products are utilized primarily in four markets: (i)
microwave radios; (ii) cellular and personal communications services systems;
(iii) satellite-based communications; and (iv) defense electronics.

Microwave Radios

           Wireless voice networks are expanding in response to the build-out of
infrastructure to support demand for cellular telephony, PCS networks and
emerging wireless local telephone or local loop service. The increased demand
for wireless communications services has led existing service providers such as
cellular service providers, to upgrade their networks to more effectively use
their allocated frequency spectrum to accommodate more users and increased
features. One method of increasing capacity requires dividing existing cells
into several smaller radius cells, which allows the radio frequency spectrum to
be reused in adjacent cells. These micro cell upgrades to existing systems
require the establishment of additional, interconnected base stations.

           Wireless voice networks generally consist of a series of base
stations that interconnect to an MTSO using microwave point-to-point radios.
Subscribers to these systems can be either mobile, as is the case with cellular
and PCS, or fixed-site, as is the case with wireless local loop networks.
Subscribers transmit to base stations, and base stations transmit to subscribers
using microwave radios.

           In certain high traffic applications, a point-to-point radio system
is a more economical means to connect base stations than wire or fiber
connections. A radio system can be installed more quickly and at a lower cost
than a wired system, primarily because of limitations and difficulties in
installing land lines for a wired system. The market for point-to-point radios
is also increasing as companies use radios to bypass local telephone operating
companies for private networking applications. Also, as alternative access
providers establish new infrastructures to deliver local telephone service, the
Company believes that they will likely use microwave radio networks as, in many
cases, these network can be implemented faster and more cost-effectively than
traditional wired approaches.

           The Company designs, manufactures and markets microwave radio
transceivers and outdoor units to customers including P-COM, Inc., Alcatel
Telecom, and Innova Corp. for microwave radio applications.

Cellular Telephone Systems and Personal Communication Services

           As wireless usage grows, wireless service providers continue to
improve the quality and functionality of the services they offer and seek to
offer greater bandwidth for increased capacity. To expand capacity, governments
are making available less congested frequency bands for new wireless
communications services. PCS is a category of digital systems and services that
lets users send and transmit voice messages, e-mail, faxes and other data with a
cordless handset device. PCS technology is also used for wireless private branch
exchange (PBX) office-based systems. In such a system, digital cordless phones
have the same functionality as extensions, ringing when an office member is
dialed regardless of the user's location. These digital PCS networks - which
require more cells (base stations) but are much cheaper to install than cellular
ones - are stimulating competition from cellular providers as they overhaul
their analog networks to compete with the clarity, security and capacity of
digital processing.




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           Consumers are demanding small, light weight cellular and PCS handsets
that provide clear, uninterrupted communication. This demand has led to a need
for smaller, more efficient RF components in wireless handsets. One of the most
expensive and complex components in the RF portion of the handset is the power
amplifier. Historically, discrete GaAs solutions have been used for this
function. As GaAs integrated circuits have become more available and cost
effective they have begun replacing discrete solutions because they are more
reliable and smaller than discrete hybrids. Because of the physical properties
of GaAs, GaAs power amplifiers are more efficient than silicon and this
efficiency enables the handset manufacturer to use smaller, lighter batteries.
Celeritek produces a line of GaAs power amplifier products that addresses most
access technologies and frequencies.

           The Company produces GaAs power amplifiers for handsets for customers
including Motorola, Inc., and Philips Consumer Communications.

Satellite-based Communications

           Very Small Aperture Terminals ("VSAT") are satellite communication
systems which have the ability to transmit voice, fax, data and video utilizing
fixed-site terminals. In North America, the primary use of VSATs is for data
transmission applications such as credit card validation, inventory management,
accounting data collection and remote monitoring. In the international markets,
the primary application is for basic telephony services including voice,
facsimile and low speed data transmission.

           The VSAT market has grown because VSATs have an established track
record of providing reliable, cost-effective alternatives to existing wired
networks, and, where no network exists, the cost of installing the VSAT
infrastructure is generally lower as compared to a wired system. In addition,
VSAT system manufacturers are developing lower cost equipment to expand into
higher volume applications.

           Use of VSATs for telephony applications is being driven by the demand
for basic telephone service in rural and urban areas of countries that lack an
adequate telecommunications infrastructure such as India and China in Asia, the
developing nations in Eastern Europe, and South America. VSAT telephony systems
also have applications in remote locations and inaccessible terrains. These
systems offer a cost-effective alternative to traditional wired telephony
systems, with a faster installation time.

           The Company produces subsystems and components for use in VSAT data
and telephony systems for system providers including Gilat Satellite Networks
Ltd., GE Spacenet and STM Wireless Inc. which provide VSAT earth stations and
related hub equipment.

           The Company's ability to grow will depend substantially on its
ability to continue to apply its RF and microwave signal processing expertise
and GaAs semiconductor technologies to existing and emerging commercial wireless
communications markets. If the Company is unable to design, manufacture and
market new products for existing or emerging commercial markets successfully,
its business, operating results and financial condition will be adversely
affected. Furthermore, if the markets for the Company's products in the
commercial wireless communications area fail to grow, or grow more slowly than
anticipated, the Company's business, operating results and financial condition
could be materially adversely affected.

           The Company's customers establish demanding specifications for
performance and reliability. There can be no assurance that problems will not
occur in the future with respect to performance and reliability of the Company's
products. If such problems occur, the Company could experience increased costs,
delays in or reductions, cancellations or rescheduling of orders and shipments,
product returns and discounts, and product redesigns, any of which would have a
material adverse effect on the Company's business, operating results and
financial condition.





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Defense Electronics Market
           Military forces worldwide are dependent on sophisticated electronic
equipment. Military aircraft and naval vessels generally contain extensive
electronic countermeasure equipment for defense against enemy missile and radar
systems. These systems typically provide protection for the aircraft or the ship
from incoming enemy missiles by jamming the missiles' tracking systems through
various RF and microwave signal processing techniques. The Company supplies its
transceiver components to major electronic system manufacturers such as ITT
Aerospace, Racal Radar Defense Systems, Ltd., Northrop-Grumman Corp., Dassault
Electronique and Litton Industries for installation into electronic
countermeasure, radar systems and communications satellites for various military
aircraft and missile systems. The Company's customers, in turn, sell their
equipment to major aerospace manufacturers or directly to governments.

           In response to changing market conditions, the Company has shifted
its focus from defense markets to commercial wireless communications markets.
During fiscal 1997 and 1998, defense sales accounted for 39% and 42% of total
net sales, respectively. The Company does not expect sales to defense customers
to increase from the levels achieved in the 1998 fiscal year due to reductions
in funding for new defense programs. While the Company will continue to support
its customers in the defense markets, there can be no assurance that sales to
defense customers will not further decrease in the future.

TECHNOLOGY
           The Company utilizes its experience and expertise in RF and microwave
circuit design and GaAs semiconductor technology to design and manufacture
transceiver subsystems for commercial and military wireless transmissions
applications. The Company also designs and manufactures component parts for
transceivers such as amplifiers, oscillators and mixers as well as devices such
as transistors, diodes, switches and integrated circuits that make up such
components.

           Transceivers
           A transceiver serves two signal processing functions: as a
transmitter, it transforms modulated voice or data into a signal for wireless
transmission; as a receiver, it converts the incoming signal back into modulated
voice or data. In the transmission process, lower frequency voice or data
signals are converted to higher frequency signals in components such as mixers
or multipliers by using signals generated by oscillators. The signals are then
amplified so that they will have sufficient strength to reach the next location
and filtered so that only the desired signal will be transmitted. When received,
the signals are weak and are amplified with an amplifier and converted with a
mixer back to the modulated voice or data that was originally transmitted.

           Transceivers and component parts for transceivers are circuits that
perform the functions described above. RF and microwave circuits can be either
non-integrated (called hybrid circuits) or integrated (called ICs). The hybrid
circuit is a basic building block of a transceiver. A hybrid circuit typically
consists of a ceramic platform called a substrate on which GaAs field effect
transistors ("FETs") and other electronic components are interconnected to
perform signal processing functions such as amplification, conversion from one
frequency to another and filtering. The performance of the circuit is affected
by the characteristics of the FETs and other electronic components, the
inter-connectivity patterns of various components, the shape, size and location
of the components with respect to each other, the type of material used for the
substrate, and the size, shape and type of enclosure that is designed to hold
the circuit. Predicting and controlling performance in circuit designs at RF and
microwave frequencies requires a combination of design experience and precise
modeling of component performance. Perfecting circuit designs also requires
expertise in partitioning circuit blocks. Knowledge of which functions to
integrate or separate and how various blocks will interact in the system results
in better overall performance and small circuit size.

           An IC is a highly integrated circuit on a single chip that is capable
of performing functions similar to those performed by a hybrid circuit and is
typically manufactured using GaAs. Because of their high degree of integration,
ICs are substantially smaller, lighter weight, less costly, more reliable and
more easily incorporated into customers' end equipment than hybrid circuits
intended to perform the same





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function. However, unlike hybrid circuits, ICs typically cannot achieve certain
specialized performance levels and cannot be easily customized through tuning.
As a result, ICs are particularly well suited for cost-sensitive, high volume
applications such as power amplifiers for cellular and PCS handsets.

           The packaging and testing of high frequency ICs is particularly
challenging. The plastic packaging of microwave circuits acts as a tuning
element for the high frequency IC, causing the performance of the circuit when
packaged to differ from its performance before packaging. The Company has
invested significant resources to resolving these performance problems and has
designed circuits with low-cost packages that meet specific performance
objectives. To test its IC products, the Company uses its knowledge of RF and
microwave test equipment and test circuit environments to produce test stations
that interface directly with commercially available automated handlers. These
test circuits are designed to closely simulate the end application environment
while maintaining very high throughput to keep manufacturing costs down and to
minimize the effort needed to achieve test correlation with customers.

           Gallium Arsenide
           Gallium arsenide, referred to as GaAs, is a semiconductor material
that has an electron mobility that is up to five times faster than silicon. As a
result, it is possible to design GaAs circuits that operate at significantly
higher frequencies than silicon circuits. At similar frequencies, GaAs circuits
will produce higher signal strength (gain) and lower background interference
(noise) than silicon circuits, permitting the transmission and reception of
information over longer distances. GaAs circuits can also be designed to consume
less power and operate more efficiently at lower voltages than silicon circuits,
yielding transceiver products that can operate with smaller batteries or longer
battery life.

           The Company's proprietary processes use state-of-the-art process
equipment for the wafer fabrication of GaAs products with geometry's as small as
0.25 micron. These processes enable the volume production of high performance,
highly integrated devices. The Company's current lithography process using
stepper-based, i-line, phase-shift technology provides it with the ability to
produce very fine line width devices in volume with proven production methods.
Using the Company's proprietary pHEMT (pseudomorphic High Electron Mobility
Transistor) and MESFET (Metal Semiconductor Field Effect Transistor) process
technologies, which are simpler and more reliable than some competing
technologies, the Company is able to match the process and the particular
circuit design to maximize product performance. The Company has also placed
emphasis on the packaging and test areas of production to insure that the
surface mount devices meet the most rigorous performance and quality
specifications with advanced materials, packaging systems and testing methods.
Notwithstanding the simpler GaAs manufacturing process, the production of GaAs
integrated circuits has been and continues to be more costly than the production
of silicon devices. This cost differential relates primarily to higher costs of
raw materials, lower production yields associated with GaAs technology and
higher unit costs associated with lower production volumes.

           The markets in which the Company competes are characterized by
rapidly changing technologies, evolving industry standards and continuous
improvements in products and services. There can be no assurance that the
Company will be able to respond to technological advances, changes in customer
requirements or changes in regulatory requirements or industry standards, and
any significant delays in the development, introduction or shipment of products
could have a material adverse effect on the Company's business, operating
results and financial condition.

PRODUCTS
           The Company's products include a range of GaAs RF ICs and
high-frequency radio transceiver subsystems and components used for commercial
and defense wireless communications applications. The Company's GaAs RF ICs and
high-frequency radio transceiver subsystems and components operate in the RF
range of 800 MHz to 1 GHz and in the microwave frequency range of 1 GHz to 40
GHz. The Company's products include subsystems for microwave radios and
satellite communication systems. The Company's component products include GaAs
RF ICs for cellular and PCS handsets, wireless local loop





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subscriber equipment and base station applications. The Company's defense
electronics products are for applications such as missile guidance, electronic
counter-measures and communications satellites.

           The Company offers both standard products with published data sheets
and price lists and products based upon application-specific designs for its
major customers. The Company's transceiver subsystems are generally based upon
application-specific designs. The standard building blocks for these designs are
derived from the Company's extensive library of signal processing functions used
in products previously designed and manufactured by the Company. The Company's
semiconductor products are generally standard products or slight modifications
of standard products.


GaAs RF ICs, Radio Transceiver Subsystems and Components
           The Company manufactures the key components of the transceiver,
including amplifiers, filters, mixers and oscillators, in three different forms:
hybrid circuits, high frequency circuit boards using surface mount technology
and GaAs ICs. The Company's transceiver subsystems are multifunction assemblies
manufactured by integrating the Company's own components with components from
third party vendors and may include lower frequency signal processing and
antenna functionality.

           Amplifiers are key transceiver components that determine many of the
basic performance characteristics of a signal processing system. Low noise
amplifiers are used to receive low level signals and increase their level to a
usable range. Power amplifiers are used to increase signal levels to the
required transmit power range. The Company offers amplifiers which cover a wide
frequency range from 500 MHz to 40 GHz in various commercial and defense
transmission bands. The Company specializes in medium power amplifiers for
narrow band commercial applications and broadband defense electronics
applications. Amplifiers represent the Company's major type of product for sale
to its defense customers.

Semiconductors
           The Company offers a line of GaAs semiconductor products to OEM
customers for use in the commercial wireless communications markets, in addition
to those semiconductor products that it incorporates into its own assemblies.
The GaAs semiconductor products produced by the Company are transceiver
components such as amplifiers, switches and converters. Some of these products
are combined to function as complete transceivers. The Company's current
revenues from semiconductor products are derived principally from the sale of
power amplifiers for use in wireless handsets for cellular and PCS networks.

SALES AND MARKETING
           The Company markets its products worldwide to OEMs in commercial
markets and prime contractors in defense markets primarily through a network of
manufacturers' representatives managed by the Company's internal sales force of
nine people. This internal sales force is generally organized by geographic
territory. The Company has contracts with 15 manufacturers' representatives in
the United States and 17 international representatives which are located in
Western Europe, the Middle East and Asia. As part of its marketing efforts,
Celeritek advertises in major trade publications and attends major industry
shows in the commercial wireless communications and defense markets.

           After the Company has identified key potential customers in its
market segments, the Company makes sales calls with its manufacturers'
representatives and its own sales, management and engineering personnel. Many of
the companies entering the wireless communications markets possess expertise in
digital processing and wired systems but relatively little experience in analog
signal processing and wireless transmission. In order to promote widespread
acceptance of its transceiver products and provide customers with support for
their wireless transmission needs, the Company's sales and engineering teams
work closely with its customers to develop tailored solutions to their wireless
transmission needs. The Company believes that its customer engineering support
provides it with a key competitive advantage.




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           During the year ended March 31, 1998, Celeritek had one customer,
P-Com, who accounted for approximately 20% of total net sales. In fiscal 1997,
two customers, P-Com and Westinghouse, accounted for approximately 20% and 11%
of total net sales, respectively. In fiscal 1996, two customers, P-Com and
Westinghouse, accounted for 19% and 29% of total net sales, respectively. A
relatively limited number of OEM customers have historically accounted for a
substantial portion of the Company's sales. In fiscal 1997 and 1998, sales to
the top ten customers accounted for approximately 66% and 63%, respectively, of
total net sales. The Company expects that sales of its products to a limited
number of OEM customers will continue to account for a high percentage of its
sales for the foreseeable future. If the Company were to lose a major customer,
or if orders by a major OEM customer were to otherwise decrease or be delayed,
including reductions due to market or competitive conditions in the wireless
communications markets or decreases in government defense spending, the
Company's business, operating results and financial condition would be
materially adversely affected.

For fiscal 1997 and 1998, sales from international customers accounted for 20%
and 23%, respectively, of total net sales, primarily for defense electronics
applications. In addition, many of the Company's domestic customers sell their
products outside of the United States. These sales carry a number of inherent
risks, including the need for export licenses, tariffs and other potential trade
barriers; reduced protection for intellectual property rights in some countries;
the impact of recessionary environments in economies outside the United States
and generally longer receivables collection periods. Although the Company does
not have significant direct sales to Asian customers, several of the Company's
products are intended for end use in Asian markets. Should financial conditions
in Asia negatively effect demand for these products, the Company's business,
operating results and financial condition would be materially adversely
affected.

BACKLOG
           The Company includes in its backlog all purchase orders and contracts
for products with requested delivery dates within twelve months.

           The Company's backlog at March 31, 1998 was approximately $37
million, of which 68% was for commercial customers, as compared to approximately
$35 million at March 31, 1997, of which 50% was for commercial customers.
Generally, purchase orders in backlog are subject to cancellation without
penalty at the option of the customer, and from time to time the Company has
experienced cancellation of orders in backlog. Most of the Company's quarterly
net sales have generally resulted from orders obtained in prior quarters. The
Company's backlog is subject to fluctuations and is not necessarily indicative
of the Company's future sales. In addition, there can be no assurance that
current backlog will necessarily lead to sales in any future period. Of the
Company's current backlog, approximately one third is attributable to orders
received from one customer.

RESEARCH AND DEVELOPMENT
           The Company's research and development efforts are focused on the
design of new integrated circuits, improvement of existing device performance,
process improvements in GaAs wafer fabrication and improvements in device
packaging. As of March 31, 1998, Celeritek employed 36 people to support its
research and development efforts. In addition to their design and development
activities, the engineering staff participates with the Company's marketing
department in proposal preparation and applications support for customers. The
Company has developed an extensive library of proven circuits that can be
integrated into higher level systems. The Company believes that its ability to
leverage this library of modules reduces product time to market and development
costs.

           The Company uses advanced RF and microwave development tools,
including RF and microwave test equipment and computer aided design ("CAD")
systems. The Company uses workstations and analog simulation tools for circuit
design and CAD systems for mechanical design and thin film mask layouts.

           The Company's total expenses for research and development for the
fiscal years ended March 31, 1996, 1997 and 1998 were $3.8 million, $4.3
million, and $5.4 million, respectively.




                                                                              10
<PAGE>   11


MANUFACTURING
           The Company substantially relies on its internal manufacturing
capabilities for production of its radio transceiver subsystems and transceiver
components, GaAs FETs and RF ICs, hybrid circuits and high frequency circuit
boards with surface mount technology. The Company's extensive quality control
system is designed to meet the requirements of sophisticated commercial and
defense communications products. The Company has been approved by defense
customers under the requirements of the U.S. military's MIL-Q9858A quality
system, which approval is also generally accepted by commercial customers.

           The Company maintains manufacturing control of its products through
the use of its in-house GaAs wafer production facility. The fabrication of
semiconductor products is highly complex and sensitive to dust and other
contaminants, requiring production in a highly controlled, clean environment.
The Company's facility includes clean rooms, with class 10 performance (no more
than ten particles larger than 0.5 microns in size per cubic foot of air) for
fabrication operations. Minute impurities, difficulties in the fabrication
process or defects in the masks used to print circuits on the wafer can cause a
substantial percentage of the wafers to be rejected or numerous die on each
wafer to be nonfunctional. In addition, the less mature stage of GaAs technology
leads to somewhat greater difficulty in circuit design and in controlling
parametric variations, thereby yielding fewer good die per wafer. In addition,
the more brittle nature of the GaAs wafers can result in higher processing
losses. To maximize wafer yield and quality, the Company tests its products at
various stages in the fabrication process, maintains continuous reliability
monitoring and conducts numerous quality control inspections throughout the
entire production flow using analytical manufacturing controls.

           The Company manufactures its microwave circuits in-house using thin
film hybrid techniques that deposit resistors and thin film metalization on the
ceramic substrates of its circuits. The Company mounts FETs, ICs and passive
components to the substrate and wire bonds these components to the metalization.
The Company assembles the circuits in packages and tunes and electrically tests
the circuits prior to sealing and environmentally testing them.

           The Company contracts with a third party vendor in Asia to assemble
certain of its subsystem division components to reduce manufacturing labor
costs. Additionally, the Company contracts with several third party vendors in
Asia to assemble its GaAs chips into integrated circuit packages. Although the
Company strives to maintain more than one vendor for each assembly process, it
is not always possible due to volume and quality issues. To the extent that any
of the assembly vendors are not able to provide a sufficient level of service
with an acceptable quality level, the Company could have difficulty meeting its
delivery commitments which could materially adversely impact the Company's
financial, operating and financial results.

           The Company's manufacturing operations entail a high degree of fixed
costs. These fixed costs consist primarily of investments in manufacturing
equipment, repair, maintenance and depreciation costs related to such equipment
and fixed labor costs related to manufacturing and process engineering. The
Company has in the past and may in the future experience significant delays in
product shipments due to lower than expected production yields, and there can be
no assurance that the Company will not experience problems in maintaining
acceptable yields in the future. The Company's manufacturing yields vary
significantly among products, depending on a given product's complexity and the
Company's experience in manufacturing the product. Failure to maintain
acceptable yields may a have material adverse effect on the Company's business,
operating results, and financial condition. In addition, during periods of
decreased demand, high fixed wafer fabrication costs could have a material
adverse effect on the Company's business, operating results and financial
condition.

           Certain components used by the Company in its existing products are
only available from single sources, and certain other components are presently
available or acquired only from a limited number of suppliers. In the event that
its single source suppliers are unable to fulfill the Company's requirements in




                                                                             11
<PAGE>   12

a timely manner, the Company may experience an interruption in production until
alternative sources of supply can be obtained, which could damage customer
relationships and have a material adverse effect on the Company's business,
operating results and financial condition.

COMPETITION
           The Company's current and potential competitors include specialized
manufacturers of RF and microwave signal processing components, large,
vertically integrated systems producers that manufacture their own GaAs
components and independent suppliers of silicon and GaAs integrated circuits
that compete with the Company's GaAs devices. Furthermore, the Company currently
supplies components to large OEM customers that are continuously evaluating
whether to manufacture their own components or purchase them from outside
sources. The Company expects significantly increased competition both from
existing competitors and a number of companies that may enter the wireless
communications market. In the area of wireless subsystems products, the Company
competes primarily with Hewlett-Packard Company, Remec, Inc., and Mitsubishi
Corporation. In the GaAs RF IC products, the Company competes primarily with
ANADIGICS, Inc., RF Micro Devices Inc. and Raytheon Co. In the military market,
the Company competes primarily with CTT, Inc. and Litton Industries, Inc. Most
of the Company's current and potential competitors have significantly greater
financial, technical, manufacturing and marketing resources than the Company and
have achieved market acceptance of their existing technologies. The ability of
the Company to compete successfully depends upon a number of factors, including
the rate at which customers incorporate the Company's products into their
systems, product quality and performance, price, experienced sales and marketing
personnel, rapid development of new products and features, evolving industry
standards and the number and nature of the Company's competitors. There can be
no assurance that the Company will be able to compete successfully in the
future.

GOVERNMENT REGULATIONS
           The Company's products are incorporated into wireless communications
systems which are subject to various FCC regulations. Regulatory changes,
including changes in the allocation of available frequency spectrum, could
significantly impact the Company's operations by restricting development efforts
by the Company's customers, obsoleting current products or increasing the
opportunity for additional competition. Changes in, or the failure by the
Company to comply with, applicable domestic and international regulations could
have a material adverse effect on the Company's business, operating results and
financial condition. In addition, the increasing demand for wireless
communications has exerted pressure on regulatory bodies worldwide to adopt new
standards for such products and services, generally following extensive
investigation of and deliberation over competing technologies. The delays
inherent in this government approval process have in the past, and may in the
future, cause the cancellation, postponement or rescheduling of the installation
of communications systems by the Company's customers, which in turn may have a
material adverse effect on the sale of products by the Company to such customers
and on the Company's business, operation results and financial condition.

           The Company is subject to a variety of federal, state and local laws,
rules and regulations related to the discharge and disposal of toxic, volatile
and other hazardous chemicals used in its manufacturing process. The failure to
comply with present or future regulations could result in fines being imposed on
the Company, suspension of production or a cessation of operations. Such
regulations could require the Company to acquire significant equipment or to
incur substantial other expenses in order to comply with environmental
regulations. Any past or future failure by the Company to control the use of, or
to restrict adequately the discharge of, hazardous substances could subject the
Company to future liabilities and could have a material adverse effect on the
Company's business, operating results and financial condition.

PROPRIETARY RIGHTS
           The Company's ability to compete will depend, in part, on its ability
to obtain and enforce intellectual property protection for its technology in the
United States and internationally. Although the Company has three U.S. patents,
expiring from 2005 to 2008, the Company currently relies primarily on a
combination of trade secrets, copyrights, trademarks and contractual rights to
protect its intellectual property. None of the Company's patents are critical to
the Company's business. There can be no





                                                                             12
<PAGE>   13

assurance that the steps taken by the Company will be adequate to deter
misappropriation or impede third party development of its technology. In
addition, the laws of certain foreign countries in which the Company's products
are or may be sold do not protect the Company's intellectual property rights to
the same extent as do the laws of the United States. The failure of the Company
to protect its proprietary information could have a material adverse effect on
the Company's business, operating results and financial condition.

           From time to time, third parties, including competitors of the
Company, may assert exclusive patent, copyright and other intellectual property
rights to technologies that are important to the Company. There can be no
assurance that third parties will not assert infringement claims against the
Company in the future, that assertions by third parties will not result in
costly litigation or that the Company would prevail in such litigation or be
able to license any valid and infringed patents from third parties on
commercially reasonable terms or at all. Litigation, regardless of its outcome,
could result in substantial cost and diversion of resources of the Company. Any
infringement claim or other litigation against or by the Company could
materially adversely affect the Company's business, operating results and
financial condition.

EMPLOYEES
           As of March 31, 1998, the Company had a total of 422 employees
including 16 in marketing, sales and related customer support services, 36 in
research and development, 373 in manufacturing and 16 in administration and
finance. The Company's future success depends in significant part upon the
continued service of its key technical and senior management personnel and its
continuing ability to attract and retain highly qualified technical and
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company can retain its key managerial and technical
employees or that it can attract, assimilate or retain other highly qualified
technical and managerial personnel in the future. None of the Company's
employees is represented by a labor union. The Company has not experienced any
work stoppages and considers its relations with its employees to be good.

ITEM 2. PROPERTIES

           The Company's principal administrative, sales, marketing, research
and development and manufacturing facility is located in an approximately 57,000
square foot building in Santa Clara, California which is leased through
September 30, 2000. The Company also leases an additional 25,000 square foot
building in Santa Clara, California to house its wireless subsystems
manufacturing operation, which is leased through June 30, 2005. The Company
believes that its existing facilities are adequate for its current needs and
that additional space will be available as needed.

ITEM 3. LEGAL PROCEEDINGS

           The Company is not subject to any legal proceedings that, if
adversely determined, would cause a material adverse effect on the Company's
business, operating results and financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           No matters were submitted to a vote of the security holders of the
Company during the fourth quarter ended March 31, 1998.

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS' COMMON STOCK AND RELATED STOCKHOLDER MATTERS




                                                                             13
<PAGE>   14


           The information required by this item is included under "Market for
Registrants' Common Stock" in the Company's 1998 Annual Report to Shareholders
and is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

           The information required by this item is included under "Summary
Consolidated Financial Information" in the Company's 1998 Annual Report to
Shareholders and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

           The information required by this item is included under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's 1998 Annual Report to Shareholders and is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           The information required by this item is included from the Company's
1998 Annual Report to Shareholders under the headings listed under Item 14(a)1,
of Part IV of this Report on Form 10-K and under "Unaudited Quarterly
Consolidated Financial Data" in the Company's 1998 Annual Report to Shareholders
and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

           Not Applicable

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The information required by this item relating to the Company's
directors and nominees is included under "Election of Directors" and "Section
16a Beneficial Reporting Requirements" in the Company's Proxy Statement to be
filed in connection with its 1998 Annual Meeting of Shareholders and is
incorporated herein by reference.

           The information required by this item relating to the Company's
executive officers follows:

Executive Officers

           The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
      Name                   Age                             Position
     ----                    ---                             --------
<S>                         <C>         <C>    
Tamer Husseini               55          Chairman of the Board, President and Chief Executive Officer
Margaret E. Smith            50          Vice President, Finance and Chief Financial Officer
Robert D. Jones              58          Senior Vice President, Marketing and Sales
William W. Hoppin            35          Vice President, Sales
Gary J. Policky              56          Vice President, Engineering and Chief Technical Officer
Richard G. Finney            48          Vice President, Subsystem Division
Perry A. Denning             51          Vice President, Semiconductor Division
</TABLE>

                                 
           TAMER HUSSEINI, a founder of the Company, has served as its Chairman
of the Board, President and Chief Executive Officer since the Company's
organization in 1984. Prior to founding the Company, Mr. Husseini was employed
by Granger Associates, a telecommunications company, as Vice President from 1982
until 1984. Before joining Granger Associates, Mr. Husseini was employed by
Avantek, Inc. ("Avantek"), a manufacturer of integrated circuits and components
for wireless communications





                                                                              14
<PAGE>   15

applications and now a subsidiary of Hewlett-Packard Company, from 1972 until
1982, most recently as General Manager of the Microwave Transistor Division.

           MARGARET E. SMITH joined the Company in November 1989 as Controller
and has served as Vice President, Finance and Chief Financial Officer since
January 1994. Prior to joining the Company, Mrs. Smith was employed by Avantek
from 1980 until September 1989 where she served most recently as a Divisional
Controller.

           ROBERT D. JONES, a founder of the Company, has served as Vice
President, Marketing since the Company's organization in 1984. In April 1997,
Mr. Jones was appointed Senior Vice President, Marketing and Sales. Prior to
founding the Company, Mr. Jones was employed by Avantek from 1968 until 1981 in
Marketing and Sales, where he served most recently as Director of Marketing, and
worked from 1981 to 1984 as an Independent Marketing Consultant.

           WILLIAM W. HOPPIN, joined the Company in July 1985 as a design
engineer and has since held various positions in the Company and was appointed
Vice President, Sales in April 1997. Prior to joining the Company, Mr. Hoppin
received his Bachelors of Science in Electrical Engineering from Cornell
University.

           GARY J. POLICKY, a founder of the Company, has served as Vice
President, Signal Processing Operations since the Company's organization in
1984. In April 1996, Mr. Policky was appointed as the Company's Vice President
of Engineering and Chief Technical Officer. Prior to founding the Company in
1984, Mr. Policky was employed from 1969 until 1984 at Avantek as Engineering
Manager of Microwave Components and Amplifiers.

           RICHARD G. FINNEY joined the Company in 1985 as Director of
Manufacturing and has served as Vice President, Manufacturing since January
1996. In April 1997, Mr. Finney was appointed Vice President and General Manager
of the Subsystems Division. Prior to joining the Company, Mr. Finney was
employed by Loral, Western Operations in 1984 as Director of Operations. Before
joining Loral, Western Operations, Mr. Finney was employed by Avantek from 1974
to 1984, most recently as a manufacturing manager.

           PERRY A. DENNING joined the Company in July 1997 as Vice President
and General Manager of the Semiconductor Division. Prior to joining the Company,
Mr. Denning was employed by Monolithic Systems Technology, Inc. from September
1996 to June 1997 as the Vice President of Operations. Before joining Monolithic
Systems, Mr. Denning was employed by VLSI Technology, Inc., from 1990 to 1995
most recently as Vice President of Corporate Facilities and Support Operations.

ITEM 11. EXECUTIVE COMPENSATION

           The information required by this item is included under "Executive
Compensation and Other Information" in the Company's Proxy Statement to be filed
in connection with its 1998 Annual Meeting of Shareholders and is incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The information required by this item is included under "Security
Ownership of Certain Beneficial Owners and Management" in the Company's Proxy
Statement to be filed in connection with its 1998 Annual Meeting of Shareholders
and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





                                                                              15
<PAGE>   16

           The information required by this item is included under "Certain
Relationships and Related Transactions" in the Company's Proxy Statement to be
filed in connection with its 1998 Annual Meeting of Shareholders and is
incorporated herein by reference.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    1.  Financial Statements and Report of Ernst & Young LLP, Independent
Auditors.

           The following financial statements of the Registrant and Report of
Ernst & Young, LLP, Independent Auditors, are contained in the Company's 1998
Annual Report to Shareholders and are incorporated by reference in Item 8 of
Part II of this Report on Form 10-K:

           Consolidated Balance Sheets as of March 31, 1998 and 1997.

           Consolidated Statements of Income for the years ended March 31, 1998,
1997 and 1996.

           Consolidated Statements of Shareholders' Equity for the years ended
March 31, 1998, 1997 and 1996.

           Consolidated Statements of Cash Flow for the years ended March 31,
1998, 1997, and 1996.

           Notes to Consolidated Financial Statements.

           Report of Ernst & Young, LLP, Independent Auditors.

      2.   Financial Statements Schedules

           The following financial statement schedule is filed as part of the
Report on Form 10-K on page S-1 and is incorporated herein by reference.

           Schedule II - Valuation and Qualifying Accounts

           Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes therein.

      3.    Exhibits


<TABLE>
<CAPTION>
 Exhibit
  Number          Description
<S>               <C> 
  3.1 (1)         Restated Articles of Incorporation of Registrant.
  3.3 (1)         By laws of Registrant, as amended to date.
  4.1 (1)         Form of Registrant's Stock Certificate.
  4.2 (1)         Third Modification Agreement (including Registration Rights Agreement) dated July 30, 1990, between the
                  Registrant and certain investors.
  10.1 (1)        1985 Stock Incentive Program and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option
                  Agreement.
  10.2 (1)        1994 Stock Option Plan, as amended, and form of Stock Option Agreement.
  10.3 (1)        Employee Qualified Stock Purchase Plan and form of Subscription Agreement.
  10.4 (1)        Outside Director's Stock Option Plan and form of Stock Option Agreement.
  10.5 (1)        Form of Directors' and Officers' Indemnification Agreement.
</TABLE>




                                                                              16
<PAGE>   17

<TABLE>
<S>              <C>   
  10.6 (1)        Business Loan Agreement dated September 11, 1992 between the Registrant and Silicon Valley Bank and Promissory
                  Notes issued thereunder.
  10.9 (1)        Lease Agreement dated April 1, 1993 between the Registrant and Berg & Berg Development.
 *10.11 (1)       Purchase Order from Westinghouse Electric Corporation dated April 14, 1994, along with addenda and exhibits.
  10.12 (2)       Lease agreement dated April 11, 1997 between the Registrant and Spieker Properties, L.P.
  10.13           Loan modification agreement dated September 11, 1997 between Registrant and Silicon Valley Bank.
  13              Annual Report to Shareholders for the year ended March 31, 1998.
  23.1            Consent of Ernst & Young LLP, Independent Auditors.
  27              Financial data schedules.
</TABLE>

*Confidential Treatment granted for portions of this Exhibit.

(1)   Incorporated by reference to the identically numbered exhibits to the
      Company's Registration Statement of Form S-1 (Commission File No.
      33-98854), which became effective on December 19, 1995.

(2)   Incorporated by reference to the identically numbered exhibit to the
      Company's Form 10-K filing for the fiscal year ended March 31, 1997
      (Commission File No. 0-25560).

b.    Reports on Form 8-K

      Form 8-K filed 5/7/98 - Restatement of selected data as it relates to the
      adoption of FAS 128, "Earnings per share."







                                                                              17
<PAGE>   18

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereupon duly authorized.

                                                    CELERITEK, INC.


Date:   June  5, 1998                   By: /s/  TAMER HUSSEINI
                                            -----------------------------------
                                                      Tamer Husseini
                                            Chairman of the Board, President,
                                               and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
           Signature                            Title                                      Date
           ---------                            -----                                      ----
<S>                                <C>                                                <C>    
/s/ TAMER HUSSEINI                 President, Chief Executive Officer                  June  5, 1998
-------------------------------    and Chairman of the Board of
    Tamer Husseini                 Directors (Principal Executive Officer)

/s/ MARGARET E. SMITH              Vice President, Finance and Chief                   June 5, 1998
-------------------------------    Financial Officer (Principal Financial
    Margaret E. Smith              and Accounting Officer)

/s/ WILLIAM H. YOUNGER JR.         Director                                            June 5, 1998
-------------------------------
    William H. Younger, Jr.


/s/ CHARLES P. WATIE               Director                                            June 5, 1998
-------------------------------
    Charles P. Waite


/s/ WILLIAM D. RASDAL              Director                                            June 5, 1998
-------------------------------
    William D. Rasdal


/s/ ROBERT MULLALEY                Director                                            June 5, 1998
-------------------------------
    Robert Mullaley
</TABLE>





                                                                              18
<PAGE>   19

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
 Exhibit
  Number          Description
<S>               <C> 
  3.1 (1)         Restated Articles of Incorporation of Registrant.
  3.3 (1)         By laws of Registrant, as amended to date.
  4.1 (1)         Form of Registrant's Stock Certificate.
  4.2 (1)         Third Modification Agreement (including Registration Rights Agreement) dated July 30, 1990, between the
                  Registrant and certain investors.
  10.1 (1)        1985 Stock Incentive Program and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option
                  Agreement.
  10.2 (1)        1994 Stock Option Plan, as amended, and form of Stock Option Agreement.
  10.3 (1)        Employee Qualified Stock Purchase Plan and form of Subscription Agreement.
  10.4 (1)        Outside Director's Stock Option Plan and form of Stock Option Agreement.
  10.5 (1)        Form of Directors' and Officers' Indemnification Agreement.
  10.6 (1)        Business Loan Agreement dated September 11, 1992 between the Registrant and Silicon Valley Bank and Promissory
                  Notes issued thereunder.
  10.9 (1)        Lease Agreement dated April 1, 1993 between the Registrant and Berg & Berg Development.
 *10.11 (1)       Purchase Order from Westinghouse Electric Corporation dated April 14, 1994, along with addenda and exhibits.
  10.12 (2)       Lease agreement dated April 11, 1997 between the Registrant and Spieker Properties, L.P.
  10.13           Loan modification agreement dated September 11, 1997 between Registrant and Silicon Valley Bank.
  13              Annual Report to Shareholders for the year ended March 31, 1998.
  23.1            Consent of Ernst & Young LLP, Independent Auditors.
  27              Financial data schedules.
</TABLE>

*Confidential Treatment granted for portions of this Exhibit.

(1)   Incorporated by reference to the identically numbered exhibits to the
      Company's Registration Statement of Form S-1 (Commission File No.
      33-98854), which became effective on December 19, 1995.

(2)   Incorporated by reference to the identically numbered exhibit to the
      Company's Form 10-K filing for the fiscal year ended March 31, 1997
      (Commission File No. 0-25560).