##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-K/A (AMENDMENT NO. 1)   (MARK ONE) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  TO Commission file number 0-23576 Celeritek, Inc. (Exact name of registrant as specified in its charter)
 California
    
    77-0057484(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 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 þ No o Indicate by 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. þ Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 121(b)2 of the Securities Exchange Act of 1934). YES o
NO þ The aggregate market value of the outstanding common equity held by
non-affiliates of the registrant as of September 30, 2003 (the last business
day of the registrants most recently completed second fiscal quarter) was
approximately $56,338,000. Shares of the registrants common stock held by each
executive officer and director and by each person who owns more than 5% of the
registrants 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. The number of shares of the Registrants common stock outstanding as of
July 23, 2004, was 12,855,962. DOCUMENTS INCORPORATED BY REFERENCE None.




---



EXPLANATORY NOTE This Amendment No. 1 (this Amendment) to the annual report on Form 10-K
is being filed solely to provide the information required by Part III,
including Items 10, 11, 12, 13 and 14. In our original annual report on Form
10-K, filed on June 25, 2004 (the Original Form 10-K), we incorporated the
information required by Part III by reference to our proxy statement for our
2004 annual meeting on shareholders. This Amendment amends only Part III of the Original Form 10-K, as set
forth herein. Unaffected items have not been repeated in this Amendment. This
report still speaks as of the filing date of the Original Form 10-K and, except
as expressly stated herein, no attempt has been made to update this report to
reflect events occurring subsequent to the date of the initial filing date of
the Original Form 10-K. All information contained in this Amendment is subject
to updating and supplementing, as provided in our periodic reports filed with
the Securities and Exchange Commission subsequent to the date of the filing of
the Original Form 10-K. TABLE OF CONTENTS PagePART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    1Item 11.
    
    Executive Compensation
    
    
    3Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    6Item 13.
    
    Certain Relationships and Related Transactions
    
    
    9Item 14.
    
    Principal Accounting Fees and Services
    
    
    9EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




---



##### Table of Contents



PART III 
 Item 10.Directors and Executive Officers of the Registrant Directors of the Registrant Set forth below is certain information as June 17, 2004 regarding each
director of the Company: Director orExecutiveName
    
    Age
    
    Position
    
    Officer SinceTamer Husseini(4)
    
    
    61
    
    
    Chairman of the Board, President and
Chief Executive Officer of Celeritek
    
    
    1984Robert J. Gallagher(1)(2)(3)(5)
    
    
    60
    
    
    Director
    
    
    1998J. Michael Gullard(1)(3)(5)
    
    
    59
    
    
    Director
    
    
    2003Lloyd I. Miller, III(4)
    
    
    50
    
    
    Director
    
    
    2003Bryant R. Riley(1)(2)(5)
    
    
    37
    
    
    Director
    
    
    2003Michael B. Targoff(3)
    
    
    60
    
    
    Director
    
    
    2003Charles P. Waite(2)
    
    
    74
    
    
    Director
    
    
    1984
   (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Corporate Governance and Nominating Committee.(4)
    
    Member of the Stock Option Committee.(5)
    
    Member of the Strategy Committee. Tamer Husseini,a founder of our company, has served as Celeriteks
Chairman of the Board, President and Chief Executive Officer since our company
was founded in 1984. Prior to founding Celeritek, 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., a manufacturer of integrated circuits and components for
wireless communications applications and now a division of Agilent
Technologies, from 1972 until 1982, last serving as General Manager of the
Microwave Transistor Division. Mr. Husseini has a B.S.E.E. from the University
of Texas. Robert J. Gallagherwas appointed to the Board of Directors in October
1998. From 1983 to December 2000, Mr. Gallagher was employed by Acuson
Corporation, a manufacturer of medical ultrasound imaging systems. Mr.
Gallagher joined Acuson in January 1983 as Vice President, Finance and Chief
Financial Officer, became Executive Vice President in March 1991, was Chief
Operating Officer from January 1994 until March 1999, and was President of
Acuson from May 1995 until November 1997, when he was appointed Vice Chairman
of the Board. He retired as Chief Operating Officer in March 1999, but remained
Senior Vice President until February 2000. In February 2000, Mr. Gallagher
again served as President and Chief Operating Officer of Acuson until his
retirement in January 2001. Mr. Gallagher has a B.S. and a B.A. from Rutgers
University and an M.B.A. from Stanford University. J. Michael Gullardwas appointed to the Board of Directors in May 2003.
Since 1984, Mr. Gullard has served as a general partner of Cornerstone
Management, a venture capital and consulting firm that provides strategic focus
and direction for technology companies primarily in the software and data
communications industries. He is also chairman of the board of Netsolve, Inc.,
a Nasdaq listed company, and serves on the board of directors of JDA Software
Group, Inc., a Nasdaq listed company. Mr. Gullards 27 years in the technology
industry include a number of executive and management posts at
Telecommunications Technology Inc. and the Intel Corporation. He holds a B.A
and an M.B.A from Stanford University. Lloyd I. Miller, IIIwas appointed to the Board of Directors in May 2003.
Mr. Miller is a director of Stamps.com,




---



##### Table of Contents



Aldila, Inc., and American Banknote Corporation. Mr. Miller is also a
member of the Chicago Board of Trade and the Chicago Stock Exchange. Mr. Miller
previously served on the board of directors of several companies, including
Dennys Corporation, Anacomp, Inc., Vulcan International and American
Controlled Industries. Mr. Miller received his B.A. from Brown University. Bryant R. Rileywas appointed to the Board of Directors in May 2003. Mr.
Riley has served as the Chairman and Chief Executive Officer of B. Riley and
Co., Inc., a stock brokerage firm, from 1997 to the present. Mr. Riley also has
served as the Chairman and Chief Executive Officer of Riley Investment
Management, LLC, an investment management company, since founding the company
in 2000. From 1995 to 1997, Mr. Riley was an equity salesman with
Dabney/Resnick Inc., a stock brokerage firm. Mr. Riley is a director of Aldila,
Inc. He received his B.S. in Finance from Lehigh University. Michael B. Targoffwas appointed to the Board of Directors in May 2003.
Mr. Targoff is the owner of Michael B. Targoff & Co., a company he founded in
January 1998 that seeks active or controlling investments in telecommunications
and related industry early stage companies. From January 1996 through January
1998, Mr. Targoff was President and Chief Operating Officer of Loral Space and
Communications Ltd. Mr. Targoff had been Senior Vice President of Loral
Corporation prior to the combination of Lorals defense electronics and systems
integration businesses with Lockheed Martin in 1996. Mr. Targoff also serves on
the board of directors of Globalstar Telecommunications Ltd., Leap Wireless
International Inc., ViaSat, Inc. and Infocrossing Inc. Mr. Targoff has a B.A.
from Brown University and a J.D. from Columbia University School of Law. Charles P. Waitehas served on the Board of Directors since Celeritek was
founded in 1984. He has been with Greylock, a venture capital firm, since 1966
and is currently a special limited partner there. Mr. Waite has a B.S. from the
University of Connecticut and an M.B.A. from Harvard University. Shareholder Nominations of Directors It is the policy of the Corporate Governance and Nominating Committee of
the board of directors of the Company to consider both recommendations and
nominations for candidates to the board of directors from shareholders. A shareholder who desires to recommend a candidate for election to the
board of directors shall direct the recommendation in writing to the Corporate
Secretary, 3236 Scott Boulevard, Santa Clara, CA 95054, and must include the
candidates name, home and business contact information, detailed biographical
data and qualifications, information regarding any relationships between the
candidate and the company within the last three years and evidence of the
nominating persons ownership or beneficial of company stock and amount of
stock holdings. A shareholder who instead desires to nominate a person directly for
election to the board of directors must meet the deadlines and other
requirements set forth in Section 2.14 of the companys bylaws and the rules
and regulations of the Securities and Exchange Commission. Audit Committee The Audit Committee of the companys board of directors oversees the
companys corporate accounting and financial reporting process and performs
several functions in the performance of this role. The Audit Committee
evaluates the performance of and assesses the qualifications of the independent
auditors; determines and approves the engagement of the independent auditors;
determines whether to retain or terminate the existing independent auditors or
to appoint and engage new independent auditors; reviews and approves the
retention of the independent auditors to perform any proposed permissible
non-audit services; monitors the rotation of partners of the independent
auditors on the companys audit engagement team as required by law; confers
with management and the independent auditors regarding the effectiveness of
internal controls over financial reporting; reviews the financial statements to
be included in the companys Annual Report on Form 10-K; and discusses with
management and the independent auditors the results of the annual audit and the
results of the reviews of the companys quarterly financial statements. The
Audit Committee has adopted a written charter. The current members of the Audit Committee are Messrs. Gallagher, Gullard
and Riley. The board of directors has determined that each of these directors
meet the requirements for membership to the Audit Committee, including the
independence requirements of the Securities and Exchange Commission and
the Nasdaq listing standards. The board of directors has identified Mr.
Gallagher as the member of the Audit Committee who is an -2-




---



##### Table of Contents



audit committee financial expert as defined by Item 401(h) of Regulation
S-K of the Securities Act of 1933, as amended. The Audit Committee held
twelve meetings during fiscal 2004. Code of Ethics for Principal Executive and Senior Financial Officers We have adopted a Code of Ethics for Principal Executive and Senior
Financial Officers that applies to our principal executive officer, principal
financial officer, controller and any persons performing similar functions.
This Code is posted on our Internet website. The address of our website is
http://www.celeritek.com. We will post any amendments to, or waivers from,
this Code on our website. Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers, directors and persons who own more than 10% of a
registered class of our equity securities to file certain reports regarding
ownership of, and transactions in, our securities with the SEC. Such officers,
directors and 10% shareholders are also required by SEC rules to furnish us
with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing
requirements applicable to our executive officers, directors and more than 10%
shareholders were complied with during fiscal year 2004. 
 Item 11.Executive Compensation Summary Compensation Table The following table sets forth information concerning the compensation
that we paid during the last three fiscal years to our Chief Executive Officer
and the other most highly compensated executive officers who earned more than
$100,000 during the fiscal year ended March 31, 2004. All option grants were
made under our 1994 Stock Option Plan. Long-TermCompensationAnnual Compensation
    
    AwardsSecurities
    
    All OtherFiscal
    
    Salary
    
    Bonus
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    Options (#)
    
    ($)Tamer Husseini
    
    
    2004
    
    
    
    321,238
    
    
    
    
    
    
    
    
    
    
    
    7,966
    (1)Chairman of the Board, President
    
    
    2003
    
    
    
    319,382
    
    
    
    
    
    
    
    
    
    
    
    8,700and Chief Executive Officer
    
    
    2002
    
    
    
    273,932
    
    
    
    
    
    
    
    100,000
    
    
    
    10,726Richard G. Finney
    
    
    2004
    
    
    
    224,994
    
    
    
    
    
    
    
    
    
    
    
    18,216
    (1)Vice President, Subsystems Division
    
    
    2003
    
    
    
    222,388
    
    
    
    
    
    
    
    
    
    
    
    8,4682002
    
    
    
    183,928
    
    
    
    
    
    
    
    55,000
    
    
    
    6,748Margaret E. Smith
    
    
    2004
    
    
    
    224,994
    
    
    
    
    
    
    
    
    
    
    
    8,093
    (1)Vice President, Finance and Chief
    
    
    2003
    
    
    
    220,657
    
    
    
    
    
    
    
    
    
    
    
    9,230Financial Officer
    
    
    2002
    
    
    
    160,804
    
    
    
    
    
    
    
    60,000
    
    
    
    6,062Perry A. Denning (3)
    
    
    2004
    
    
    
    185,059
    
    
    
    
    
    
    
    
    
    
    
    7,407
    (2)Former Vice President,
    
    
    2003
    
    
    
    188,748
    
    
    
    77,320
    
    
    
    
    
    
    
    12,755Semiconductor Division
    
    
    2002
    
    
    
    161,575
    
    
    
    78,348
    
    
    
    35,000
    
    
    
    14,622Gary J. Policky
    
    
    2004
    
    
    
    169,399
    
    
    
    
    
    
    
    
    
    
    
    13,857
    (1)Vice President, Engineering and
    
    
    2003
    
    
    
    164,350
    
    
    
    
    
    
    
    
    
    
    
    17,946Chief Technical Officer
    
    
    2002
    
    
    
    148,422
    
    
    
    
    
    
    
    15,000
    
    
    
    15,554Damian M. McCann
    
    
    2004
    
    
    
    165,006
    
    
    
    
    
    
    
    
    
    
    
    2,816
    (1)Vice President, Advanced Marketing
    
    
    2003
    
    
    
    170,889
    
    
    
    
    
    
    
    
    
    
    
    3,038and Technology
    
    
    2002
    
    
    
    146,476
    
    
    
    10,000
    (4)
    
    
    20,000
    
    
    
    1,317
   (1)
    
    Represents premiums paid on supplemental long term disability insurance,
medical reimbursement insurance and 401(k) Plan contributions.(2)
    
    Represents premiums paid on supplemental long term disability insurance
and medical reimbursement -3-




---



##### Table of Contents



insurance.(3)
    
    Mr. Dennings employment with us terminated on September 29, 2003.(4)
    
    Represents commission payment. Option Grants in Last Fiscal Year No options or stock appreciation rights were granted to our Chief
Executive Officer or our other most highly compensated executive officers
during the fiscal year ended March 31, 2004. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table sets forth information with respect to our Chief
Executive Officer and its other most highly compensated executive officers
concerning shares acquired upon exercise of stock options in the fiscal year
ended March 31, 2004 and exercisable and unexercisable options held as of March
31, 2004. All option grants were made under our 1994 Stock Option Plan. Number of Securities Underlying
    
    Value of UnexercisedUnexercised Options at
    
    In-the-Money Options atShares
    
    
    
    
    
    Fiscal Year End(#)
    
    Fiscal Year End($)Acquired on
    
    ValueName
    
    Exercise(#)
    
    Realized($)(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableTamer Husseini
    
    
    127,500
    
    
    
    472,450
    
    
    
    170,289
    
    
    
    55,211
    
    
    
    
    
    
    
    Richard G. Finney
    
    
    49,584
    
    
    
    197,045
    
    
    
    46,124
    
    
    
    24,376
    
    
    
    
    
    
    
    Margaret E. Smith
    
    
    18,000
    
    
    
    27,630
    
    
    
    67,082
    
    
    
    25,418
    
    
    
    
    
    
    
    Perry A. Denning.
    
    
    10,106
    
    
    
    37,291
    
    
    
    36,124
    
    
    
    14,376
    
    
    
    
    
    
    
    Gary J. Policky
    
    
    22,500
    
    
    
    58,613
    
    
    
    8,000
    
    
    
    7,500
    
    
    
    
    
    
    
    Damian M. McCann.
    
    
    32,549
    
    
    
    94,699
    
    
    
    71,226
    
    
    
    24,274
    
    
    
    
    
    
    
    
   (1)
    
    Market value of underlying securities is based on the per share closing
price of our common stock on the date of exercise, minus the exercise
price. Compensation of Directors During the fiscal year ending March 31, 2004, each of our non-employee
directors was paid $1,500 for each regular or special board of directors
meeting attended in person, and $500 for each regular or special board meeting
attended telephonically. We also paid each director $500 for each board
committee meeting attended that occurred on a date different than a meeting of
the full board. In addition, in consideration of Mr. Gullards agreement to
serve on the board, the board elected to compensate Mr. Gullard in the amount
of $30,000. In addition, each of our non-employee directors is eligible to participate
in the Outside Directors Stock Option Plan (the Director Plan). Prior to
the amendment of the Director Plan, as approved by the board of directors in
June 2003 and by our shareholders in August 2003, each non-employee director
automatically received an option to purchase 6,000 shares of our common stock
on the date on which the optionee first became a director of the company. The
vesting of such option grant is based on continued service as a director, and
the shares underlying each option vest at the rate of 25% per year, so that
each option will be fully vested after the director completes four years of
continued service. On May 28, 2003, in connection with their appointment to
the board, directors Gullard, Miller, Riley and Targoff each received a 6,000
share option grant at a per share exercise price of $7.91. As a result of the amendment in 2003 to the Director Plan, each
non-employee director who becomes a director after the 2003 annual meeting of
shareholders will automatically receive an option to purchase 10,000 shares of
our common stock, on the date on which the optionee first becomes a director of
the company. The vesting of such option grant is based on continued service as
a director, and 100% of the shares underlying each option vest on the first
anniversary of the date of grant. In addition, each non-employee director
shall automatically be granted an option to purchase 10,000 additional shares
of common stock on the date of the annual meeting of shareholders each year
commencing with the 2003 annual meeting of shareholders. The vesting of such
option grant is based on continued service as a director, and 100% of the
shares underlying each option vest on the first anniversary of the -4-




---



##### Table of Contents



date of grant. On the August 27, 2003 date of the 2003 annual meeting of
shareholders, directors Gallagher, Gullard, Miller, Riley, Targoff and Waite
each received a 10,000 share option grant at a per share exercise price of
$7.33. Employment Contracts and Termination of Employment and Change-in-Control Arrangements In November 2002, we entered into a Change of Control Severance Agreement
with Tamer Husseini. Pursuant to this agreement, if Mr. Husseini is terminated
as a result of an involuntary termination within 24 months after a change in
control or within three months on or before a change in control, then he shall
be entitled to the following benefits (provided that he signs and does not
revoke a standard release of claims with the company): (i) a lump sum payment
of three times his annual base salary in effect as of the date of termination,
less applicable withholding; (ii) a lump sum payment of three times the average
of the two highest annual bonuses paid to Mr. Husseini for the preceding five
years, less applicable withholding; (iii) immediate vesting of all unvested and
outstanding stock options, and immediate lapse of our repurchase right as to
any stock subject to a right of repurchase; (iv) to the extent eligible on the
termination date, conversion of coverage under our life insurance plan to an
individual policy for six months after the date of termination at no additional
after-tax cost than Mr. Husseini would have paid as an employee, or if such
coverage cannot be obtained without jeopardizing the tax status of our life
insurance plan, then payment to Mr. Husseini of an amount that would enable him
to purchase such benefits separately at no greater after-tax cost than he would
have had if the benefits were provided to him as an employee; and (v)
reimbursement of the group health continuation coverage premiums under COBRA
through the lesser of (1) 18 months from the termination date, (2) the date
upon which Mr. Husseini and his eligible dependents become covered under
similar plans, or (3) the date on which Mr. Husseini no longer constitutes a
Qualified Beneficiary (as such term is defined in Section 4980B(g) of the
Internal Revenue Code, as amended). In addition, if Mr. Husseini voluntarily
resigns within 90 days after a change in control, then he shall be entitled to
the following benefits (provided that he signs and does not revoke a standard
release of claims with the company): (i) a lump sum payment of one time his
annual base salary in effect as of the date of termination, less applicable
withholding; (ii) a lump sum payment of one time the average of the two highest
annual bonuses paid to Mr. Husseini for the preceding five years, less
applicable withholding; (iii) immediate vesting of 50% of all unvested and
outstanding stock options, and immediate lapse of our repurchase right as to
50% of any stock subject to a right of repurchase. Mr. Husseini may not solicit
our employees for three years from the termination date, and all severance
benefits payable under the agreement shall immediately cease if Mr. Husseini
violates this non-solicitation clause. In November 2002, we entered into a Change of Control Severance Agreement
with Margaret Smith. Pursuant to this agreement, if Ms. Smith is terminated as
a result of an involuntary termination within 24 months after a change in
control or within three months on or before a change in control, then she shall
be entitled to the following benefits (provided that she signs and does not
revoke a standard release of claims with the company): (i) a lump sum payment
of twice her annual base salary in effect as of the date of termination, less
applicable withholding; (ii) a lump sum payment of twice the average of the two
highest annual bonuses paid to Ms. Smith for the preceding five years, less
applicable withholding; (iii) immediate vesting of all unvested and outstanding
stock options, and immediate lapse of our repurchase right as to any stock
subject to a right of repurchase; (iv) to the extent eligible on the
termination date, conversion of coverage under our life insurance plan to an
individual policy for six months after the date of termination at no additional
after-tax cost than Ms. Smith would have paid as an employee, or if such
coverage cannot be obtained without jeopardizing the tax status of our life
insurance plan, then payment to Ms. Smith of an amount that would enable her to
purchase such benefits separately at no greater after-tax cost than she would
have had if the benefits were provided to her as an employee; and (v)
reimbursement of the group health continuation coverage premiums under COBRA
through the lesser of (1) 18 months from the termination date, (2) the date
upon which Ms. Smith and her eligible dependents become covered under similar
plans, or (3) the date on which Ms. Smith no longer constitutes a Qualified
Beneficiary (as such term is defined in Section 4980B(g) of the Internal
Revenue Code, as amended). Ms. Smith may not solicit our employees for two
years from the termination date, and all severance benefits payable under the
agreement shall immediately cease if Ms. Smith violates this non-solicitation
clause. As used in the agreements with Mr. Husseini and Ms. Smith, the following
terms have the following meanings: An involuntary termination means a termination of employment by the
employee due to:  
    
    A significant reduction of title, authority, duties, position or
responsibilities relative to the title, authority, duties, position or
responsibilities in effect immediately prior to such reduction, or the
removal of such title, -5-




---



##### Table of Contents



authority, position, duties and responsibilities, unless the employee is
provided with comparable title, authority, duties, position and
responsibilities; provided, however, that a reduction in title solely by
virtue of our being acquired and made part of a larger entity shall not
constitute an involuntary termination,
    
    A material reduction, without good business reason, of the facilities
and perquisites immediately prior to such reduction,
    
    A reduction of base salary or bonus as in effect immediately prior to
such reduction,
    
    A material reduction in the kind or level of employee benefits to
which the employee is entitled immediately prior to such reduction with
the result that the employees overall benefits package is materially
reduced,
    
    A relocation of the employees principal place of employment by more
than 30 miles,
    
    Any purported termination of the employee which is not effected for
cause or for which the grounds relied upon are not valid, or
    
    Our failure to obtain the assumption of the agreements by any
successors. Without cause means a termination of employment by us other than due to:  
    
    The employees willful, repeated failure to substantially perform his
or her duties (except due to physical or mental illness), if the
employee fails to cure within 15 days of receipt of written notice of
such failure,
    
    A willful act by the employee that constitutes gross misconduct and
that is injurious to us,
    
    Any act of personal dishonesty by the employee in connection with
employees responsibilities which is intended to result in substantial
personal enrichment of the employee, or
    
    The employees conviction or plea of guilty or no contest to a
felony. A change of control means:  
    
    The approval by shareholders of a complete liquidation or the sale or
other disposition of all or substantially all of our assets,
    
    The approval by shareholders of our merger or consolidation where our
pre-merger shareholders do not retain at least 60% of the total voting
power following the merger,
    
    Any person or group of persons acquiring 40% or more of the total
voting power of Celeriteks stock, or
    
    A change in the composition of our board of directors, as a result of
which fewer than 66% of the directors are incumbent directors. Each of these change of control agreements was filed with the Securities
and Exchange Commission as an exhibit to a Current Report on Form 8-K on April
16, 2003. Indemnification Agreements We have entered into indemnification agreements with each of its directors
and executive officers. Such indemnification agreements will require us to
indemnify the directors and executive officers to the fullest extent permitted
by California law. 
 Item 12.Security Ownership of Certain Beneficial Owners and Management To our knowledge, the following table sets forth information with respect
to beneficial ownership of our common stock, as of June 17, 2004, for:  
    
    each shareholder who we know beneficially owns more than 5% of our common stock;
    
    each of our directors;
    
    each of our named executive officers; and
    
    all of our current directors and executive officers as a group. Unless otherwise indicated, the principal address of each of the
shareholders below is c/o Celeritek, Inc., 3236 Scott Boulevard, Santa Clara,
California 95054. Beneficial ownership is determined in accordance with the
rules of -6-




---



##### Table of Contents



the Securities and Exchange Commission and includes voting or investment
power with respect to the securities. Except as indicated by footnote, and
subject to applicable community property laws, each shareholder identified in
the table possesses sole voting and investment power with respect to all shares
of common stock shown held by such shareholder. The number of shares of common
stock outstanding used in calculating the percentage for each listed
shareholder includes shares of common stock underlying options held by such
shareholder that are exercisable within 60 calendar days of June 17, 2004, but
excludes shares of common stock underlying options held by any other
shareholder. Percentage of beneficial ownership is based on 12,856,149 shares
of common stock outstanding as of June 17, 2004. Shares
    
    PercentageBeneficially
    
    BeneficiallyOwned
    
    Owned5% Shareholders:State of Wisconsin Investment Board (1)
    
    
    901,800
    
    
    
    7.0
    %Dimensional Fund Advisors Inc. (2)
    
    
    861,452
    
    
    
    6.7
    %Anaren, Inc. (3)
    
    
    777,300
    
    
    
    6.0
    %Directors and Executive Officers:Bryant R. Riley (4,5)
    
    
    724,592
    
    
    
    5.6
    %Tamer Husseini (5,6)
    
    
    437,097
    
    
    
    3.4
    %Lloyd I. Miller, III (5,7)
    
    
    233,600
    
    
    
    1.8
    %Richard G. Finney (5)
    
    
    122,917
    
    
    
    *Damian M. McCann (5)
    
    
    114,539
    
    
    
    *Margaret E. Smith (5)
    
    
    94,750
    
    
    
    *Gary J. Policky (5)
    
    
    85,308
    
    
    
    *Charles P. Waite (5)
    
    
    32,273
    
    
    
    *Perry A. Denning
    
    
    11,999
    
    
    
    *Robert J. Gallagher (5)
    
    
    7,500
    
    
    
    *J. Michael Gullard (5)
    
    
    1,500
    
    
    
    *Michael B. Targoff (5)
    
    
    1,500
    
    
    
    *All current directors and executive
officers as a group (11 persons) (5)
    
    
    1,855,576
    
    
    
    14.0
    %
   *
    
    Less than 1%.(1)
    
    Principal address is P.O. Box 7842, Madison, WI 53707. The number of
shares held is as set forth in an amended Schedule 13G filed by State of
Wisconsin Investment Board on March 8, 2004.(2)
    
    Principal address is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA
90401. The number of shares held is as set forth in an amended Schedule
13G filed by Dimensional Fund Advisors Inc. on February 6, 2004.(3)
    
    Principal address is 6635 Kirkville Road, East Syracuse, NY 13057. The
number of shares held is as set forth in an amended Schedule 13D filed by
Anaren, Inc. on May 2, 2003.(4)
    
    Includes 133,092 shares held by B. Riley & Co. Inc., 10,000 shares held
by B. Riley & Co. Holdings, LLC and 580,000 shares held by SACC Partners
LP, of which Riley Investment Management LLC (RIM) is general partner.
Bryant R. Riley owns all of the outstanding membership interests of RIM.(5)
    
    Includes, for the applicable director or executive officer, the following
shares exercisable within 60 days of June 17, 2004 upon the exercise of
stock options:  
    
    Bryant R. Riley  1,500 shares
    
    Tamer Husseini  190,081 shares
    
    Lloyd I. Miller, III  1,500 shares
    
    Richard G. Finney  51,333 shares
    
    Damian M. McCann  78,623 shares
    
    Margaret E. Smith  72,498 shares
    
    Gary J. Policky  9,750 shares
    
    Charles P. Waite  12,000 shares
    
    Robert J. Gallagher  7,500 shares -7-




---



##### Table of Contents




    
    J. Michael Gullard  1,500 shares
    
    Michael B. Targoff  1,500 shares
    
    All current directors and executive officers as a group  427,785 shares  (6)
    
    Includes a total of 1,276 shares held by Mr. Husseinis son and daughters
and as to which Mr. Husseini disclaims beneficial ownership.(7)
    
    Includes 19,300 shares owned of record by Trust A-4 and 20,500 shares
owned of record by Trust C. Mr. Miller serves as investment adviser to
the trustee of such trusts and shares voting and dispositive power with
the trustee. Includes 174,500 shares owned of record by Milfam II, L.P.
and 1,500 shares owned of record by Milfam LLC. Mr. Miller is the manager
of Milfam LLC, which is the general partner of Milfam II, L.P. Includes
6,500 shares owned of record by Alexandra Miller UGMA and 1,500 shares
owned of record by Lloyd I. Miller IV UGMA, of which accounts Mr. Miller
serves as custodian. Includes 3,400 shares owned of record by Kimberly
Miller GST, and 3,400 shares owned of record by Catherine Miller GST, of
which accounts Mr. Miller serves as Trustee. Includes 1,500 shares owned
of record by Lloyd Crider GST, of which Mr. Miller serves as co-trustee
and shares voting and dispositive power with the co-trustee. Equity Compensation Plan Information The following table gives information about our common stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of March 31, 2004, including the Employee
Qualified Stock Purchase Plan, the 1994 Stock Option Plan, the 2000
Nonstatutory Stock Option Plan and the Outside Directors Stock Option Plan.
Footnote (5) to the table sets forth the total number of shares of our common
stock issuable upon exercise of options, as of March 31, 2004, granted pursuant
to an equity compensation plan that we assumed in connection with an
acquisition, and the weighted average exercise price of those options. No
additional options may be granted under this assumed plan. (a)
    
    (b)
    
    (c)Number of securities to be
    
    Weighted average
    
    Number of securities remainingissued upon exercise of
    
    exercise price of
    
    available for future issuance underoutstanding options, warrants
    
    outstanding options,
    
    equity compensation plans (excludingPlan Category
    
    and rights
    
    warrants and rights
    
    securities reflected in column (a))Equity compensation plans approved by
security holders(1)
    
    
    1,116,962
    (3)
    
    $
    17.37
    
    
    
    1,105,203
    (4)Equity compensation plans not approved
by security holders(2)
    
    
    169,896
    
    
    $
    28.52
    
    
    
    23,855Total
    
    
    1,286,858
    
    
    $
    18.84
    
    
    
    1,129,058
   (1)
    
    Consists of the 1994 Stock Option Plan, the Outside Directors Stock
Option Plan and the Employee Qualified Stock Purchase Plan (the Purchase
Plan).(2)
    
    Consists of only the 2000 Nonstatutory Stock Option Plan, which does not
require the approval of and has not been approved by our shareholders. See
description of the 2000 Nonstatutory Stock Option Plan below.(3)
    
    Includes options to purchase 1,013,462 shares of common stock issued
under the 1994 Stock Option Plan, and options to purchase 103,500 shares of
common stock issued under the Outside Directors Stock Option Plan.
Excludes purchase rights accruing under the Purchase Plan, which has a
reserve of 303,292 shares as of March 31, 2004.(4)
    
    Consists of shares available for future issuance under the equity
compensation plans approved by security holders, including: 683,411 shares
of common stock available for future issuance under the 1994 Stock Option
Plan; 118,500 shares of common stock available for future issuance under
the Outside Directors Stock Option Plan; and 303,292 shares of common
stock available for future issuance under the Purchase Plan.(5)
    
    The table does not include information for the equity compensation plan
assumed by us in an acquisition. A total of 3,438 shares of common
stock are
outstanding as of March 31, 2004. The weighted average exercise price of
those outstanding options is $7.05 per share. No additional options may be
granted under the assumed plan. -8-




---



##### Table of Contents



2000 Nonstatutory Stock Option Plan On March 23, 2000, the board of directors approved the 2000 Nonstatutory
Stock Option Plan (the 2000 Plan). The 2000 Plan provides for the granting of
non-qualified stock options to employees and consultants at the fair market
value of our common stock as of the date of grant. Options granted under the
2000 Plan generally vest at a rate of 1/8th after six months and 1/48th per
month thereafter, however, the vesting schedule can change on a grant-by-grant
basis. The 2000 Plan provides that vested options may be exercised for three
months after termination of employment and for twelve months after termination
of employment as a result of death or disability. We may select alternative
periods of time for exercise upon termination of service. The 2000 Plan permits
options to be exercised with cash, check, certain other shares of our stock or
consideration received by us under a cashless exercise program. In the event
that we merge with or into another corporation, or sell substantially all of
our assets, the 2000 Plan provides that each outstanding option will be assumed
or substituted for by the successor corporation. If such substitution or
assumption does not occur, each option will fully vest and become exercisable.
There are 200,000 shares of common stock reserved under the 2000 Plan, and
23,855 shares remaining for future issuance as of March 31, 2004. Change-in-Control Arrangements Please see the section of this Amendment entitled Employment Contracts
and Termination of Employment and Change-in-Control Arrangements. 
 Item 13.Certain Relationships and Related Transactions Loans to Employee In February 2001, we loaned Perry A. Denning, our former Vice President,
Semiconductor Division, a total of $1,090,000 in connection with the purchase
by Mr. Denning of a residence in California following his relocation from
Arizona. Mr. Denning issued to us four non-interest bearing promissory notes,
two of which, in the principal amounts of $300,000 and $450,000, respectively,
are secured by trust deeds on his primary residence in California; one of
which, in the principal amount of $150,000, was secured by a trust deed on his
former residence in Arizona; and one of which, in the principal amount of
$190,000, is secured by 11,875 shares of our common stock held by Mr. Denning. The $150,000 promissory note was due and payable on the earlier of
December 1, 2001 or the date by which Mr. Denning sold his former residence in
Arizona. In August 2001, $100,000 of such loan was paid, and the remaining
$50,000 was transferred to the $450,000 loan. The $300,000 promissory note and
the $450,000 promissory note (which became $500,000 in August 2001) were paid
off in full on February 20, 2004. The $190,000 promissory note is due and
payable following the date that Mr. Denning sells the shares securing the note. 
 Item 14.Principal Accounting Fees and Services The Audit Committee is directly responsible for the appointment,
compensation, and oversight of the companys independent auditors. On February
18, 2004, the Audit Committee recommended that the company replace Ernst &
Young LLP with BDO Seidman, LLP as the companys independent auditor for fiscal
2004. Ernst & Young was not replaced for reasons having to do with
disagreements over accounting or financial disclosure. In addition to retaining BDO Seidman to audit the companys consolidated
financial statements for fiscal 2004, the Audit Committee retained BDO Seidman
to provide other auditing and advisory services in fiscal 2004. The Audit
Committee understands the need for BDO Seidman to maintain objectivity and
independence in its audits of the companys financial statements. The Audit
Committee has reviewed all non-audit services provided by BDO Seidman and has
concluded that the provision of such services was compatible with maintaining
BDO Seidmans independence in the conduct of its auditing functions. To help ensure the independence of the independent auditors, the Audit
Committee has adopted a policy for the pre-approval of all audit and non-audit
services to be performed for the company by its independent auditor. The Audit
Committee may delegate to one or more of its members the authority to grant the
required approvals, provided that any exercise of such authority is presented
to the full Audit Committee at its next regularly scheduled meeting. -9-




---



##### Table of Contents



Principal Auditor Fees and Services The following table sets forth fees for services BDO Seidman provided
during the fiscal year 2004: 2004Audit fees (1)
    
    $
    123,282Audit-related fees (2)
    
    $
    0Tax fees (3)
    
    $
    0All Other Fees
    
    $
    0$
    123,282
  (1)
    
    Represents fees for professional
services provided in connection
with the audit of our annual
financial statements and review of
our quarterly financial statements and audit
services provided in connection
with other statutory or regulatory
filings.(2)
    
    No audit related services were provided.(3)
    
    No tax compliance services were provided. No services were provided by BDO Seidman prior to the fiscal year 2004. The following table sets forth fees for services Ernst & Young provided
during the fiscal years 2003 and 2004: 2003
    
    2004Audit fees (1)
    
    $
    329,000
    
    
    $
    77,930Audit-related fees (2)
    
    $
    14,000
    
    
    $
    32,400Tax fees (3)
    
    $
    42,150
    
    
    $
    0All Other Fees
    
    $
    0
    
    
    $
    0$
    385,150
    
    
    $
    83,330
  (1)
    
    Represents fees for professional services
provided in connection with the audit of our
annual financial statements and review of our
quarterly financial statements and audit services provided in connection with
other statutory or regulatory filings.(2)
    
    Represents fees for accounting consultations, statutory audits and SEC registrations.(3)
    
    Represents fees for tax compliance services. In accordance with its charter, the Audit Committee approves in advance
all audit and non-audit services to be provided by BDO Seidman and E&Y. During
fiscal year 2004, 100% of the services were pre-approved by the Audit Committee
in accordance with this policy. -10-




---



##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Celeritek, Inc., a California
corporation, has duly caused this Amendment No. 1 to Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on July 23, 2004. Celeritek, Inc.By: /s/ TAMER HUSSEINITamer Husseini,Chairman, President and Chief Executive Officer
 Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Amendment No. 1 to the Registrants Annual Report on Form 10-K/A has been
signed by the following persons in the capacities and on the date indicated: Signature
    
    Title
    
    Date/s/  TAMER HUSSEINI
Tamer Husseini
    
    Chairman, President and Chief Executive Officer (Principal Executive Officer)
    
    July 23, 2004/s/ MARGARET E. SMITH
Margaret E. Smith
    
    Vice President, Finance and Chief Financial Officer (Principal
Financial and Accounting Officer)
    
    July 23, 2004*
Robert J. Gallagher
    
    Director
    
    July 23, 2004*
J. Michael Gullard
    
    Director
    
    July 23, 2004*
Lloyd I. Miller
    
    Director
    
    July 23, 2004*
Bryant R. Riley
    
    Director
    
    July 23, 2004*
Michael B. Targoff
    
    Director
    
    July 23, 2004*
Charles P. Waite
    
    Director
    
    July 23, 2004
 *By:
    
    /s/ TAMER HUSSEINITamer HusseiniAttorney in Fact
 -11-




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Exhibit Title31.1
    
    
    Certification of Chief Executive Officer of the
Registrant pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    
    
    Certification of Chief Financial Officer of the
Registrant pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 -12-