<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, 1997
                          
                                       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)

              California                                  77-0057484
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

               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 16, 1997, was approximately
$56,437,178 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 16, 1997, approximately 7,097,896 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 1997 Annual Report to Shareholders. Part III of
this Report on Form 10-K incorporates information by reference from Registrant's
Proxy Statement for its 1997 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. 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 designs, develops, manufactures and markets high frequency
radio products that provide core transmit and receive functions for wireless
communications systems. The Company's products are utilized primarily in four
markets: (i) microwave radios; (ii) cellular telephone systems and personal
communications services ("PCS"); (iii) satellite-based communications; and (iv)
defense electronics. For the year ended March 31, 1997, approximately 61% of the
Company's total net sales were derived from the commercial wireless
communications markets.

        The Company's gallium arsenide radio-frequency integrated circuits
("GaAs RF ICs") 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 point-to-point radios,
very small aperture terminals ("VSAT") and for cellular and PCS base stations.
The Company's semiconductor division's products include GaAs RF ICs for PCS,
wireless local loop and cellular subscriber equipment 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 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.



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        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.

        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,
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.

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



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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:

        Expand Penetration of 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 point-to-point microwave radio applications, and emerging mainstream
markets, such as PCS, that it expects to 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. A few years ago,
in order to address the needs of the commercial wireless communications
industry, the Company began focusing 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 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. Since its inception in 1984, the Company has accumulated a
substantial base of knowledge 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.



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MARKET AND CUSTOMERS

        The Company's products are utilized primarily in four markets: (i)
microwave radios; (ii) cellular telephone systems and personal communications
services; (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, new PCS networks and
emerging wireless local telephone or "local loop" service.

        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 RF
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 networks 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., Harris Corp.
and California Microwave, Inc. for point-to-point 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.

        The Company sells high-frequency radio transceiver subsystems and
components for PCS and cellular base station applications to customers including
Hughes Network Systems and Qualcomm. The Company has design-ins for GaAs RF ICs
for telephones and base stations for Motorola, Inc., Lucent Technologies, and
L.M. Ericsson Telefonaktiebolaget.

Satellite-based Communications

        Very Small Aperture Terminals ("VSAT") are satellite communication
systems utilizing fixed-site terminals. Although primarily used for data
applications such as credit card validation, inventory 



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management, accounting data collection and remote monitoring, VSATs are
increasingly being used for telephony applications.

        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 Hughes Network Systems and
Gilat Satellite Networks Ltd., 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.

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
Lockheed-Martin, Northrop-Grumman Corp., and ITT Aerospace 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, over the last three years the
Company has shifted its focus from defense markets to commercial wireless
communications markets. During fiscal 1996 and 1997, defense sales accounted for
26% and 39% of total net sales, respectively. The Company does not expect sales
to defense customers to increase from the levels achieved in the 1997 fiscal
year due to reductions in funding for new defense programs. While the Company
has developed and will continue to develop products for defense programs, there
can be no assurance that sales to defense customers will not further decrease in
the future.



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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 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.

        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 resolving these performance problems associated
with package design and plastic packaging compounds 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.



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        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 wafer fabrication process produces line-width
geometries as small as 0.25 microns that permit the production of high
performance, highly integrated devices. In a GaAs process, the circuit is
layered on top of a GaAs wafer that has a specially prepared surface. The
Company has accumulated a sizable base of technology associated with the
specification of this special starting material and uses its knowledge of GaAs
surface preparation techniques to design the surface of its GaAs products to
optimize its customers' specific price and performance objectives. The Company's
GaAs process has seven major steps for both its FET and IC products. This is
simpler than typical silicon processes, which frequently use 15 to 25 steps. As
a result, manufacturing cycle times are generally shorter. The Company's GaAs
manufacturing process is accomplished with commercially available fabrication
equipment that has been used by the silicon industry for many years. The Company
is able to use contact photolithography equipment in its fabrication process,
which is less expensive than alternatives, such as stepper technology and E-beam
technology typically used with silicon processing. 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, cellular
and PCS base stations and satellite communication systems. The Company's
component products include GaAs RF ICs for PCS, wireless local loop and cellular
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.



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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
discreet GaAs FETs and GaAs ICs for use in wireless communications applications
such as cellular, PCS and wireless local loop base stations and subscriber
units.

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 15 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.

        During the year ended March 31, 1997, Celeritek had two customers, P-Com
and Westinghouse, who accounted for approximately 20% and 11% of total net
sales, respectively. In fiscal 1996, two customers, P-Com and Westinghouse,
accounted for 29% and 19% of total net sales, respectively, and in fiscal 1995,
no customer accounted for over 10% of total net sales. A relatively limited
number of OEM customers have historically accounted for a substantial portion of
the Company's sales. In fiscal 1996 and 1997, sales to the top ten customers
accounted for approximately 74% and 66%, 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.

        For fiscal 1997 and fiscal 1996, sales from international customers
accounted for 20% and 12%, 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



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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.

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, 1997 was approximately $35 million,
of which 50% was for commercial customers, as compared to approximately $34
million at March 31, 1996, of which 66% 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 two customers. 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.

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, 1997, Celeritek employed 33 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, 1997, 1996 and 1995 were $4.3 million, $3.8 million, and
$5.3 million, respectively.

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 defense and
commercial 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, 



                                                                              10
<PAGE>   11

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'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. To the extent that the
Company does not maintain acceptable yields, its operating results could be
adversely affected. In addition, during periods of decreased demand, high fixed
wafer fabrication costs could have a material adverse effect on the Company's
operating results.

        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
a timely manner, the Company may experience an interruption in production until
alternative sources of supply can be obtained, which could damage customer
relationships or 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 Co., Remec, Inc., Microwave Technology,
Inc. (Taiwan) and Mitsubishi Corporation. In the GaAs RF IC products, the
Company competes primarily with ANADIGICS, Inc. and TriQuint Semiconductor Inc.
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.



                                                                              11
<PAGE>   12

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 an 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.

        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 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, 1997, the Company had a total of 370 employees including
14 in marketing, sales and related customer support services, 33 in research and
development, 310 in manufacturing and 13 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 



                                                                              12
<PAGE>   13

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. In April, 1997, the Company leased an additional 25,000
square foot building in Santa Clara, California to house its wireless subsystems
manufacturing operation. 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, 1997.

                                     PART II

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

        The information required by this item is included under "Market for
Registrants' Common Stock" in the Company's 1997 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 1997 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 1997 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
1997 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 1997 Annual Report to Shareholders
and is incorporated herein by reference.



                                                                              13
<PAGE>   14
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 1997 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         54    Chairman of the Board, President and Chief Executive Officer
Margaret E. Smith      49    Vice President, Finance and Chief Financial Officer
Robert D. Jones        57    Senior Vice President, Marketing and Sales
William W. Hoppin      34    Vice President, Sales
Gary J. Policky        55    Vice President, Engineering and Chief Technical Officer
Richard G. Finney      47    Vice President, Manufacturing
</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 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.

        WILLIAM W. HOPPIN, joined the Company 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.

        ROBERT D. JONES, a founder of the Company, has served as Vice President,
Marketing since the Company's organization in 1984. 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.

        GARY J. POLICKY, a founder of the Company, has served as Vice President,
Signal Processing Operations since the Company's organization in 1984. 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.



                                                                              14
<PAGE>   15

        RICHARD G. FINNEY joined the Company in 1985 as Director of
Manufacturing and has served as Vice President, Manufacturing since January
1996. 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.

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 1997 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 1997 Annual Meeting of Shareholders
and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        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 1997 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 1997 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, 1997 and 1996.

        Consolidated Statements of Income for the years ended March 31, 1997,
        1996 and 1995.

        Consolidated Statements of Shareholders' Equity for the years ended
        March 31, 1997, 1996 and 1995.

        Consolidated Statements of Cash Flow for the years ended March 31, 1997,
        1996, and 1995.

        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.



                                                                              15
<PAGE>   16

        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.
         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      Lease agreement dated April 11, 1997 between the Registrant and
                    Spieker Properties, L.P.
         10.13      Loan modification agreement dated August 14, 1996 between
                    Registrant and Silicon Valley Bank.
         11         Statement regarding computation of earnings per share.
         13         Annual Report to Shareholders for the year ended March 31, 1997.
         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.

 b.      Reports on Form 8-K

         None during the quarter ended March 31, 1997.


                                                                              16
<PAGE>   17
                                                                     SCHEDULE II

                                 CELERITEK, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                      ADDITIONS
                                        BALANCE AT    CHARGED TO                    BALANCE
                                        BEGINNING     COSTS AND                     AT END
           DESCRIPTION                  OF PERIOD     EXPENSES     DEDUCTIONS (1)  OF PERIOD
-----------------------------------     --------      ---------      ----------    ---------
<S>                                        <C>           <C>           <C>           <C> 
YEAR ENDED MARCH 31, 1997                  $519          $186          $185          $520
  ALLOWANCE FOR DOUBTFUL ACCOUNTS

YEAR ENDED MARCH 31, 1996                  $491          $105          $ 77          $519
  ALLOWANCE FOR DOUBTFUL ACCOUNTS

YEAR ENDED MARCH 31, 1995                  $727          $$60          $296          $491
  ALLOWANCE FOR DOUBTFUL ACCOUNTS

</TABLE>

----------------------------------------------------------
(1) DEDUCTIONS REPRESENT WRITE-OFFS OF UNCOLLECTABLE ACCOUNTS RECEIVABLE.



<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 6, 1997                       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 6, 1997
------------------                  and Chairman of the Board of           
     Tamer Husseini                 Directors (Principal Executive Officer)
                                    

/s/ MARGARET E. SMITH               Vice President, Finance and Chief           June 6, 1997
---------------------               Financial Officer (Principal Financial 
     Margaret E. Smith              and Accounting Officer)                
                                    

/s/ WILLIAM H. YOUNGER JR.          Director                                    June 6, 1997
--------------------------
   William H. Younger, Jr.


/s/ CHARLES P. WATIE                Director                                    June 6, 1997
--------------------
     Charles P. Waite


/s/ WILLIAM D. RASDAL               Director                                    June 6, 1997
---------------------
       William D. Rasdal


/s/ ROBERT MULLALEY                 Director                                    June 6, 1997
-------------------                 
      Robert Mullaley

</TABLE>


<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             Lease agreement dated April 11, 1997 between the Registrant and 
                               Spieker Properties, L.P. 

             10.13             Loan modification agreement dated August 14, 1996 between Registrant
                               and Silicon Valley Bank.

             11                Statement regarding computation of earnings per share.
             13                Annual Report to Shareholders for the year ended March 31, 1997.
             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.