<PAGE>   1

                                  UNITED STATES
                             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 for the fiscal year ended March 25, 2000, or

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 for the transition period from_______
        to______

        Commission File No.     0-12719
                           -----------------

                            GIGA-TRONICS INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           California                                  94-2656341
--------------------------------           ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

4650 Norris Canyon Road, San Ramon, CA                                94583
----------------------------------------                          --------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number:  (925) 328-4650
                              ------------------
Securities registered pursuant to Section 12(b) of the Act:

Title of each class                   Name of each exchange on which registered
-------------------                   -----------------------------------------

      None                                              None

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock, No par value
                           --------------------------
                                (Title of class)

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 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. [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant calculated on the closing average bid and asked prices as of May 9,
2000 was $32,948,912. For purposes of this determination only, directors and
officers of the Registrant have been assumed to be affiliates. There were a
total of 4,435,058 shares of the Registrant's Common Stock outstanding as of May
9, 2000.



<PAGE>   2

                       DOCUMENTS INCORPORATED BY REFERENCE


Portions of the following documents have been incorporated by reference into the
parts indicated:

        PART OF FORM 10-K            DOCUMENT
        -----------------            --------

        PART II                      Registrant's ANNUAL REPORT TO
        Items 5, 6, 7 and 8          SHAREHOLDERS for the fiscal year
                                     ended March 25, 2000.


        PART III                     Registrant's PROXY STATEMENT for
        Items 10, 11, 12 and 13      its 2000 annual meeting of shareholders to
                                     be filed no later than 120 days
                                     after the close of the fiscal year
                                     ended March 25, 2000.

                                       2
<PAGE>   3


                                     PART I

        The forward-looking statements included in this report including,
without limitation, statements containing the words "believes," "anticipates,"
"estimates," "expects," "intends" and words of similar import, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
these forward-looking statements as a result of a number of factors, including
but not limited to those discussed under "Certain Factors Which May Adversely
Affect Future Operations Or An Investment In Giga-tronics" in Item 1 below and
in Item 7, "Management's Discussion and Analysis", incorporated by reference on
pages 15 through 16 of the Company's 2000 Annual Report to Shareholders.

ITEM 1.  BUSINESS

General

       Giga-tronics Incorporated (Giga-tronics) includes operations of
Giga-tronics Instrument division, ASCOR, Inc. (ASCOR), DYMATIX, which is a joint
venture of Viking Semiconductor Equipment, Inc. (Viking) and Ultracision, Inc.
(Ultracision), and Microsource, Inc. (Microsource).

       Giga-tronics designs, manufactures and markets through its Giga-tronics
Instrument Division, a broad line of test and measurement equipment used in the
development, test and maintenance of wireless communications products and
systems, flight navigational equipment, electronic defense systems and automatic
testing systems. These products are used primarily in the design, production,
repair and maintenance of commercial telecommunications, radar, and electronic
warfare.

      Giga-tronics was incorporated on March 5, 1980, and its principal
executive offices are located at 4650 Norris Canyon Road, San Ramon, California,
and its telephone number at that location is (925) 328-4650.

       Effective July 23, 1996, Giga-tronics acquired ASCOR. ASCOR, located in
Fremont, California, designs, manufactures, and markets a line of switching and
connecting devices that link together many specific purpose instruments that
comprise a portion of automatic test systems. ASCOR offers a family of switching
and interface test adapters as standard VXI configured products, as well as
complete system integration services to the Automatic Test Equipment market.

       Effective June 27, 1997, Giga-tronics completed a merger with Viking by
issuing approximately 420,000 shares of the Company's common stock in exchange
for all of the common stock of Viking. Viking, which is now located in Santa
Clara, California, manufactures and markets a line of optical inspection
equipment used to manufacture and test semiconductor devices. Products include
die attachments, automatic die sorters, tape and reel equipment, and wafer
inspection equipment.

       Effective December 2, 1997, Giga-tronics completed a merger with
Ultracision by issuing approximately 517,000 shares of the Company's common
stock in exchange for all of the common stock of Ultracision. Ultracision is a
manufacturer of automation equipment for the test and inspection of silicon
wafers. Ultracision also produces a line of probers for the testing and
inspection of silicon devices.

       Effective May 18, 1998, Giga-tronics acquired Microsource. All the
outstanding shares of Microsource were exchanged for $1,500,000 plus contingent
future payments based on earnings from Microsource from 1998 to 2000.
Microsource develops and manufactures a broad line of YIG (Yttrium, Iron,
Garnet) tuned oscillators, filters and microwave synthesizers, which are used by
its customers in manufacturing a wide variety of microwave instruments or
devices.

                                       3
<PAGE>   4


        Giga-tronics intends to broaden its product lines and expand its market,
both by internal development of new products and through the acquisition of
other business entities. From time to time, the Company considers a variety of
acquisition opportunities.

Industry Segments

        The Company manufactures products used in test, measurement and
handling. The Company operates primarily in four operating segments;
Giga-tronics Instruments, ASCOR Inc., Microsource Inc. and DYMATIX (formerly the
Semiconductor Equipment Group).

Products and Markets

        Giga-tronics Instruments

        The Giga-tronics Instrument segment produces signal sources, generators
and sweepers, and power measurement instruments for use in the microwave and RF
frequency range (10 kHz to 75 GHz). Within each product line are a number of
different models and options allowing customers to select frequency range and
specialized capabilities, features and functions. The end-user markets for these
products can be divided into three broad segments: commercial
telecommunications, radar and electronic warfare. This segment's instruments are
used in the design, production, repair and maintenance and calibration of other
manufacturers' products, from discrete components to complex systems.

        ASCOR Inc.

        The ASCOR Inc. segment produces switch modules, and interface adapters
that operate with a bandwidth from direct current (DC) to 18 GHz. This segment's
switch modules may be incorporated within its customer's automated test
equipment. The end-user markets for these products are primarily related to
electronic warfare, though the VXI architecture may become more accepted by the
telecommunications market.

        Microsource Inc.

        The Microsource segment develops and manufactures a broad line of YIG
(Yttrium, Iron, Garnet) tuned oscillators, filters and microwave synthesizers,
which are used by its customers in manufacturing a wide variety of microwave
instruments or devices.

        DYMATIX (formerly the Semiconductor Equipment Group)

        The DYMATIX segment manufactures and markets a line of optical
inspection equipment used in the testing of semiconductor devices. Products
include die attachments, automatic die sorters, tape and reel equipment, and
wafer inspection equipment. Further, DYMATIX manufacturers automation equipment
for the test inspection and robotic handling of silicon wafers in addition to a
line of probers for the testing and inspection of silicon devices.

Sources and Availability of Raw Materials and Components

        Substantially all of the components required by Giga-tronics to make its
assemblies are available from more than one source. The Company occasionally
uses sole source arrangements to obtain leading-edge technology, favorable
pricing or supply terms. Although extended delays in delivering components could
result in longer product delivery schedules, the Company believes that its
protection against this possibility stems from its practice of dealing with
well-established suppliers and maintaining good relationships with such
suppliers.

                                       4
<PAGE>   5

Patents and Licenses

      The Company attempts to obtain patents when appropriate. However, the
Company believes that its competitive position depends primarily on the creative
ability and technical competence of its personnel and the timely introduction of
new products rather than on the ownership or development of patents.

      The Company licenses certain instrument operating system software from
third parties. The Company believes, based on industry practice, that any
additional licenses necessary could be obtained on conditions which would not
have a materially adverse effect on the financial condition of the Company.

Seasonal Nature of Business

      The business of the Company is not seasonal.

Working Capital Practices

      Giga-tronics does not believe that it has any special practices or special
conditions affecting working capital items that are significant for an
understanding of its business.

Importance of Limited Number of Customers

      The Company had been a leading supplier of microwave and radio frequency
(RF) test instruments to various U.S. Government defense agencies, as well as to
their prime contractors. Management anticipates sales to U.S. Government
agencies will remain significant in fiscal 2001, even though the outlook for
defense-related orders continues to be soft. Defense-related agencies accounted
for 16% of net sales in fiscal 2000, 24% in fiscal 1999 and 12% in fiscal 1998.
Commercial business accounted for 84% of net sales in fiscal 2000, 76% in fiscal
1999 and 88% in fiscal 1998. In the past several years, sales to the defense
industry in general, and direct sales to the United States and foreign
government agencies in particular, have declined. Giga-tronics believes this
decrease of product orders, and the resulting decline in defense sales revenues,
is indicative of the worldwide decline in governmental defense spending. Any
further decline in defense orders as a consequence of the foregoing
circumstance, or otherwise, could harm the business, operating results,
financial condition and cash flows of Giga-tronics.

Backlog of Orders

      On March 25, 2000, the Company's backlog of unfilled orders was
$34,128,000, compared to $17,792,000 at March 27, 1999. As of March 25, 2000,
there were approximately $10,201,000 unfilled orders that were scheduled for
shipment beyond a year and as of March 27, 1999 there were no unfilled orders
scheduled for shipment beyond one year. Orders for the Company's products
include program orders from both the U.S. Government and defense contractors,
with extended delivery dates. Accordingly, the backlog of orders may vary
substantially from quarter to quarter and the backlog entering any single
quarter may not be indicative of sales for any period.

      Backlog includes only those customer orders for which a delivery schedule
has been agreed upon between the Company and the customer and, in the case of
U.S. Government orders, for which funding has been appropriated.

      A portion of the year-end backlog consists of U.S. Government contracts.
These contracts contain customary provisions permitting termination at the
convenience of the U.S. Government upon payment of a negotiated cancellation
charge. The Company never has experienced a significant contract termination.

                                       5
<PAGE>   6


Competition

      Giga-tronics is engaged in a highly competitive field. Competition from
numerous existing companies is intense and potential new entrants are expected
to increase. The Company's instrument, switch, oscillator and synthesizer
products compete with Hewlett Packard, Anritsu, Racal, IFR and Rohde & Schwarz
while the DYMATIX products compete with various other competitors. Many of these
companies have substantially greater research and development, manufacturing,
marketing, financial, technological, personnel and managerial resources than
Giga-tronics. There can be no assurance that any products developed by these
competitors will not gain greater market acceptance than any developed by
Giga-tronics. Accordingly, Giga-tronics will be required to continue to devote
substantial resources and efforts to marketing and research and development
activities.

Sales and Marketing

      Giga-tronics Instruments, ASCOR Inc. and Microsource Inc. market their
products through various distributors and representatives to government and
commercial customers, although not necessarily through the same distributors and
representatives. DYMATIX markets its equipment through separate distributors and
sales representatives to semiconductor manufacturers.

Product Development

      Products of the type manufactured by Giga-tronics historically have had
relatively long product life cycles. However, the electronics industry is
subject to rapid technological changes at the component level. The future
success of the Company is dependent on its ability to steadily incorporate
advancements in component technologies into its new products.

      Product development expense was approximately $4,180,000 in fiscal 2000,
$5,313,000 in fiscal 1999 and $6,200,000 in fiscal 1998. Activities included the
development of new products and the improvement of existing products. It is
management's intention to maintain or increase expenditures for product
development at levels required to sustain its competitive position. All of the
Company's product development activities are internally funded and expensed as
incurred.

      Giga-tronics expects to continue to make significant investments in
research and development. There can be no assurance that future technologies,
processes or product developments will not render Giga-tronics' current product
offerings obsolete or that Giga-tronics will be able to develop and introduce
new products or enhancements to existing products, which satisfy customer needs
in a timely manner or achieve market acceptance. The failure to do so could
adversely affect Giga-tronics' business.

Manufacturing

      The assembly and testing of Giga-tronics Instrument's microwave, RF and
power measurement products are done at its San Ramon facility. The assembly and
testing of ASCOR's switching and connecting devices are done at its Fremont
facility. The assembly and testing of Microsource's line of YIG (Yttrium, Iron,
Garnet) tuned oscillators, filters and microwave synthesizers are done at its
Santa Rosa facility. The assembly and testing of the DYMATIX products are done
at its Santa Clara facility.

Environment

      To the best of its knowledge, the Company is in compliance with all
federal, state and local laws and regulations involving the protection of the
environment.

Employees

      As of March 25, 2000, Giga-tronics employed 301 individuals. Management
believes that the future success of the Company depends on its ability to
attract and retain skilled personnel. None of the

                                       6
<PAGE>   7

Company's employees is represented by a labor union, and the Company considers
its employee relations to be good.

Information about Foreign Operations

      The Company sells to its international customers through a network of
foreign technical sales representative organizations. Sales to foreign customers
were approximately $14,468,000 in fiscal 2000, $7,665,000 in fiscal 1999 and
$10,410,000 in fiscal 1998.

      The Company has no foreign-based operations or material amounts of
identifiable assets in foreign countries. Its gross margins on foreign and
domestic sales are similar.

      Certain Factors Which May Adversely Affect Future Operations Or An
      Investment In Giga-tronics

      Business climate may become volatile

      Giga-tronics has a significant number of defense-related orders. If the
defense market should soften, shipments in the current year could decrease more
than current projected shipments with a concurrent decline in earnings. The
Company's commercial product backlog has a number of risks and uncertainties
such as the cancellation or deferral of orders. If this occurs, then shipments
in the current year could decrease more than current projected shipments
resulting in a decline in earnings. The Company believes that growth can be
realized by maintaining an effective new product development program,
aggressively pursuing new markets, and vigorously competing for defense
business. In addition, the Company intends to broaden its product lines and
expand its markets. Nevertheless, there is no assurance these efforts will lead
to increased sales.

      Giga-tronics' acquisitions may not be effectively integrated and their
integration may be costly

      During fiscal years 2000, 1999 and 1998, Giga-tronics completed three
acquisitions: Microsource, Ultracision, and Viking. Giga-tronics acquired these
companies with the expectation that the acquisitions would result in long-term
strategic benefits. The realization of the benefits sought from these
acquisitions depends on the ability of Giga-tronics to effectively utilize the
joint product development capabilities, sales and marketing capabilities,
administrative organizations and facilities of these companies. There can be no
assurance that these benefits will be achieved or that the activities of these
companies will be integrated in a coordinated, timely and efficient manner. The
combination of these entities also will require the dedication of management
resources, which will detract such persons' attention from the day-to-day
business of Giga-tronics. There can be no assurance the integration will be
completed without disrupting Giga-tronics businesses. The inability of
Giga-tronics to effectively utilize resources and to achieve integration in a
timely and coordinated fashion could harm Giga-tronics' financial condition,
operating results and cash flow.

      Giga-tronics has limited experience in the semiconductor manufacturing
equipment industry

      Prior to its acquisition of Viking and Ultracision, Giga-tronics had no
experience in the semiconductor manufacturing equipment industry. As a result,
integration of these companies may be difficult. The difficulties may be
increased by the necessity of coordinating geographically separate organizations
and addressing possible differences in corporate cultures and management
philosophies. Finally, expenditures related to the development of new products
by these subsidiaries have, and may in the future, impact the financial results
of Giga-tronics. The future success of Giga-tronics may depend on its ability to
steadily incorporate advancements in semiconductor manufacturing technologies
into its new products. The impact of these new subsidiaries on the operations of
Giga-tronics remains uncertain.

                                       7
<PAGE>   8

       Giga-tronics' markets involve rapidly changing technology and standards

       The market for electronics equipment is characterized by rapidly changing
technology and evolving industry standards. Giga-tronics believes that its
future success will depend in part upon its ability to develop and commercialize
its existing products and to develop new products and application and in part to
develop, manufacture and successfully introduce new products and product lines
with improved capabilities and to continue to enhance existing products. There
can be no assurance that Giga-tronics will successfully complete the development
of current or future products or that such products will achieve market
acceptance.

       Giga-tronics' common stock price is volatile

       The market price of the Company's common stock could be subject to
significant fluctuations in response to variations in quarterly operating
results, shortfalls in revenues or earning from levels expected by securities
analysts and other factors such as announcements of technological innovations or
new products by Giga-tronics or by competitors, government regulations or
developments in patent or other proprietary rights. In addition, the NASDAQ
National Market and other stock markets have experienced significant price
fluctuations in recent periods. These fluctuations often have seemingly been
unrelated to the operating performance of the specific companies whose stocks
are traded. Broad market fluctuations, as well as general foreign and domestic
economic conditions, may adversely affect the market price of the common stock.

       Giga-tronics stock at any time has historically traded on thin volume on
NASDAQ. Sales of a significant volume of stock could result in a depression of
Giga-tronics share prices.

ITEM 2.  PROPERTIES

       As of March 25, 2000, Giga-tronics Instrument's executive, marketing,
sales and engineering offices and manufacturing facilities for its microwave and
RF signal generator and power measurement products are located in approximately
47,300 square feet in San Ramon, California, which the Company occupies under a
lease agreement expiring December 31, 2006.

       ASCOR's marketing, sales and engineering offices and manufacturing
facilities for its switching and connecting devices are located in approximately
18,756 square feet in Fremont, California, under a lease that expires on June
30, 2006.

       Microsource's marketing, sales and engineering offices and manufacturing
facilities for its YIG tuned oscillators, filters and microwave synthesizers
are located in an approximately 49,090 square foot facility in Santa Rosa,
California, which the Company occupies under a lease expiring May 31, 2013.

       The DYMATIX marketing, sales and engineering offices and manufacturing
facilities for its automation equipment for the inspection of silicon wafers,
prober line and optical inspection equipment used in the manufacture and test of
semiconductor devices are located in an approximately 20,400 square foot
facility in Santa Clara, California, under a lease expiring on June 30, 2002.

       The Company believes that its facilities are adequate for its business
activities.

ITEM 3.  LEGAL PROCEEDINGS

       As of March 25, 2000, the Company has no material pending legal
proceedings. From time to time, Giga-tronics is involved in various disputes and
litigation matters that arise in the ordinary course of business.

                                       8
<PAGE>   9

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

       No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 25, 2000.

       Executive Officers of the Company are listed on page 11 of this Form
10-K.

                                       9
<PAGE>   10

                                     PART II

      The Registrant's Annual Report to Shareholders for the year ended March
25, 2000, is filed as Exhibit 13.0 with the Form 10-K (the "2000 Annual
Report"). The information responsive to Items 5, 6, 7 and 8, which is contained
in the 2000 Annual Report, is specifically incorporated by reference in this
Form 10-K. With the exception of such information, the 2000 Annual Report is not
deemed filed as part of this report.

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

      Incorporated by reference from the 2000 Annual Report, see "Common Stock
Market Prices" which appears on page 31.

ITEM 6.  SELECTED FINANCIAL DATA

      Incorporated by reference from the 2000 Annual Report, see "Selected
Financial Data" which appears beginning on page 30.

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

      Incorporated by reference from the 2000 Annual Report, see "Management's
Discussion and Analysis" which appears on pages 15 to 16.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Financial instruments that expose the company to market risk are cash and
short-term investments. The investments are held in recognized financial
instruments and have limited market risk.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following items which appear in the 2000 Annual Report are incorporated by
reference:

     Consolidated Balance Sheets...................................page  17
     Consolidated Statements of Operations.........................page  18
     Consolidated Statements of Shareholders' Equity...............page  19
     Consolidated Statements of Cash Flows.........................page  20
     Notes to Consolidated Financial Statements....................page  21 - 28
     Independent Auditors' Report..................................page  29

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

      Not applicable.

                                       10
<PAGE>   11

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information regarding directors of the Company is set forth under the
heading "Election of Directors" of the Company's Proxy Statement for its 2000
Annual Meeting of Shareholders, incorporated herein by reference. This Proxy
Statement is to be filed no later than 120 days after the close of the fiscal
year ended March 25, 2000.

                            GIGA-TRONICS INCORPORATED
                               EXECUTIVE OFFICERS

<TABLE>
<CAPTION>

        Name            Age                                  Position
        ----            ---                                  --------

<S>                     <C>    <C>
George H. Bruns, Jr.     81    Chief Executive Officer since January, 1995, Chairman of the Board
                               and a Director of the Company. One of the founders of the Company
                               in 1980 and has been a Director since inception.  Mr. Bruns is
                               General Partner of The Bruns Company, a private venture investment
                               and management consulting firm. Mr. Bruns is Director of
                               Testronics, Inc. of McKinney, Texas.

Mark H. Cosmez II        48    Vice President, Finance/Chief Financial Officer, Giga-tronics since
                               October 1997.  Before joining Giga-tronics, Mr. Cosmez was the chief
                               financial officer for Pacific Bell Public Communications.  Prior to
                               1997, he was the vice president of finance and chief financial
                               officer for International Microcomputer Software Inc., a
                               NASDAQ-traded software company.

James R. Koehn           59    President, Giga-tronics Instrument Division since May 1998. From
                               January 1995 to April 1998, Mr. Koehn served as President of Marconi
                               Instruments, Inc. of Fort Worth, TX. Prior to December 1994, he was
                               a Vice President at Tektronix Inc.

Jeffrey T. Lum           54    President, ASCOR, Inc. since November 1987. Mr. Lum founded ASCOR
                               in 1987 and has been President since inception. Before founding
                               ASCOR, Mr. Lum was Vice President and founder of Autek Systems
                               Corporation.

Daniel S. Markowitz      49    President, Ultracision, Inc. and Viking Semiconductor Equipment Inc.
                               since April 1999. As a result of a joint venture between
                               Ultracision, Inc. and Viking Semiconductor Equipment Inc. he is also
                               the President of DYMATIX since inception. Assistant to the Chairman
                               of Giga-tronics Inc. from September 1998 to March 1999. Vice
                               President, Automation Products, Ultracision Inc. from February 1996
                               to August 1998. Mr. Markowitz was the General Manager of Mar
                               Engineering from September 1993 to January 1996. Mar Engineering is
                               a manufacturer of precision machined components for the aerospace
                               industry.

Robert A. Smith          59    President of Microsource, Inc. since October 12, 1998.  Before
                               joining the Company, Mr. Smith was the Executive Vice President of
                               Haskel International Inc. and the President of Industrial Products
                               Group from 1995 to 1998. Haskel International is a manufacturer of
                               high pressure pumping systems and components.
</TABLE>


ITEM 11.  EXECUTIVE COMPENSATION

      Information regarding the Company's compensation of its executive officers
is set forth under the heading "Executive Compensation" of the Company's Proxy
Statement for its 2000 Annual Meeting of

                                       11
<PAGE>   12

Shareholders, incorporated herein by reference. This Proxy Statement is to be
filed no later than 120 days after the close of the fiscal year ended March 25,
2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information regarding security ownership of certain beneficial owners and
management is set forth under the heading "Stock Ownership of Certain Beneficial
Owners and Management" of its Proxy Statement for the 2000 Annual Meeting of
Shareholders, incorporated herein by reference. This Proxy Statement is to be
filed no later than 120 days after the close of the fiscal year ended March 25,
2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Not applicable.

                                       12
<PAGE>   13


                                     PART IV

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

(a)(1) Financial Statements

      The following financial statements and schedules are filed or incorporated
by reference as a part of this report.

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>

                                                                          2000 Annual Report
                                                                            to Shareholders
Financial Statements                                                           (Page No.)
--------------------                                                      ------------------
<S>                                                                       <C>
Consolidated Balance Sheets -                                                    17
 As of March 25, 2000 and
 March 27, 1999

Consolidated Statements of Operations -                                          18
 Years Ended March 25, 2000,
 March 27, 1999 and March 28, 1998

Consolidated Statements of Shareholders' Equity -                                19
 Years Ended March 25, 2000,
 March 27, 1999 and March 28, 1998

Consolidated Statements of Cash Flows -                                          20
 Years Ended March 25, 2000,
 March 27, 1999 and March 28, 1998

Notes to Consolidated Financial Statements                                       21 - 28

Independent Auditors' Report                                                     29

                                                                               Form 10-K
(a)(2)  Schedules                                                              (Page No.)
                                                                          ------------------
Report on Financial Statement Schedule and                                       16
 Consent of Independent Auditors

Schedule II - Valuation and Qualifying                                           17
  Accounts
</TABLE>


      All other schedules are not submitted because they are not applicable or
not required or because the required information is included in the financial
statements or notes thereto.

      Except for those portions thereof incorporated by reference in this Form
10-K, the 2000 Annual Report and the Proxy Statement are not to be deemed filed
as part of this report.

                                       13
<PAGE>   14

(a)(3)  Exhibits

        Reference is made to the Exhibit Index which is found on pages 18 and 19
 of this Annual Report on Form 10-K.

(b)     Reports on Form 8-K

        No reports on Form 8-K were filed during the quarter ended March 25,
2000.

                                       14
<PAGE>   15

                                   SIGNATURES

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, thereunto duly authorized.

                                               GIGA-TRONICS INCORPORATED



                                               By  /s/     GEORGE H. BRUNS, JR.
                                                 ------------------------------
                                                   George H. Bruns, Jr.
                                                   Chairman of the Board 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>

<S>                             <C>                               <C>
/s/     GEORGE H. BRUNS, JR.    Chairman of the Board                      5/19/00
----------------------------    and Chief Executive Officer       ----------------------------
George H. Bruns, Jr.            (Principal Executive Officer)               (Date)


/s/     MARK H. COSMEZ II       Vice President, Finance                     5/22/00
----------------------------    and Chief Financial Officer       ----------------------------
Mark H. Cosmez II               (Principal Accounting Officer)              (Date)


/s/     JAMES A. COLE                        Director                       5/22/00
----------------------------                                      ----------------------------
James A. Cole                                                               (Date)


/s/     ROBERT C. WILSON                     Director                       5/22/00
----------------------------                                      ----------------------------
Robert C. Wilson                                                            (Date)


/s/     WILLIAM E. WILSON                    Director                       5/22/00
----------------------------                                      ----------------------------
William E. Wilson                                                           (Date)
</TABLE>


                                       15
<PAGE>   16

                                                                    Exhibit 23.0


              REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT OF
                              INDEPENDENT AUDITORS




The Board of Directors and Shareholders
Giga-tronics Incorporated



      The audits referred to in our report dated May 2, 2000 included the
related financial statement schedule for the years ended March 25, 2000, March
27, 1999, and March 28, 1998, included herein. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

      We consent to incorporation by reference in the registration statements
(Nos. 333-34719, 333-39403, and 333-48889) on Form S-8 and (Nos. 333-50091) on
Form S-3 of Giga-tronics Incorporated of our reports included herein and
incorporated herein by reference.




                                                    /s/  KPMG LLP
                                                    ----------------------------
                                                    KPMG LLP

Mountain View, California
May 23, 2000



                                       16
<PAGE>   17

<TABLE>
<CAPTION>

      Column A                          Column B          Column C         Column D           Column E

----------------------------------------------------------------------------------------------------------
                                       Balance at        Charged to                            Balance
                                      Beginning of        Cost and         Deductions          at End
      Description                        Period           Expenses        (Recoveries)        of Period
----------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>              <C>                 <C>
                                           $                 $                 $                  $
Year ended March 25, 2000

Allowances deducted from assets:

Accounts receivable:
For doubtful accounts(1)                   434,613            36,624           217,347            253,890

Total                                      434,613            36,624           217,347            253,890
                                      ============      ============      ============       ============

Year ended March 27, 1999

Accounts receivable:
For doubtful accounts(1)                   292,644           152,581            10,612            434,613

Total                                      292,644           152,581            10,612            434,613
                                      ============      ============      ============       ============

Year ended March 28, 1998

Accounts receivable:
For doubtful accounts(1)                   323,983            39,800            71,139            292,644

Total                                      323,983            39,800            71,139            292,644
                                      ============      ============      ============       ============
</TABLE>


(1) Allowance for accounts receivable collection exposure.


                                       17
<PAGE>   18

                            GIGA-TRONICS INCORPORATED
                                INDEX TO EXHIBITS


2.1       Agreement and Plan of Reorganization, dated as of May 20, 1996 by and
          among Giga-tronics Incorporated, ASCOR Acquisition Corp. and ASCOR,
          Inc., previously filed as Exhibit 2.1 to Form 10-K for the fiscal year
          ended March 30, 1996 and incorporated herein by reference.

2.2       Letter of Agreement between Giga-tronics Incorporated and ASCOR, Inc.,
          dated May 20, 1996, as previously filed as Exhibit 2.2 to Form 10-K
          for the fiscal year ended March 30, 1996 and incorporated herein by
          reference.

2.3       Agreement and Plan of Reorganization, dated as of June 6, 1997, by and
          among Giga-tronics Incorporated, GTV Acquisition Corp. and Viking
          Semiconductor Equipment, Inc., as previously filed as Exhibit 2.3 to
          Form 10-K for the fiscal year ended March 29, 1997 and incorporated
          herein by reference.

2.4       Agreement and Plan of Reorganization, dated as of December 2, 1997, by
          and among Giga-tronics Incorporated, Giga Acquisition Corp. and
          Ultracision, Inc. as previously filed on December 16, 1997, as Exhibit
          2.1 to Form 8-K, and incorporated herein by reference.

2.5       Agreement and Plan of Reorganization, as amended, dated as of December
          22, 1997, by and among Giga-tronics Incorporated, Giga Micro Corp.,
          and Microsource Inc., as previously filed on June 1, 1998, as Exhibit
          2.1 to Form 8-K and incorporated herein by reference.

3.1       Articles of Incorporation of the Registrant, as amended, previously
          filed as Exhibit 3.1 to Form 10-K for the fiscal year ended March 27,
          1999 and incorporated herein by reference.

3.2       By-laws of Registrant, as amended, previously filed as Exhibit 3.2 to
          Form 10-K for the fiscal year ended March 28, 1998, and incorporated
          herein by reference.

4.1       Rights Agreement dated as of November 6, 1998 between Giga-tronics
          Incorporated and ChaseMellon Shareholder Services LLC, as previously
          filed on November 9, 1998 as Exhibit 4.1 to Form 8-K and incorporated
          herein by reference.

10.1      1990 Restated Stock Option Plan and form of Incentive Stock Option
          Agreement, previously filed on November 3, 1997 as Exhibit 99.1 to
          Form S-8 (33-39403) and incorporated herein by reference.

10.2      Standard form Indemnification Agreement for Directors and Officers,
          previously filed on June 21, 1999, as Exhibit 10.2 to Form 10-K for
          the fiscal year ended March 27, 1999 and incorporated herein by
          reference.

10.3      Lease between Giga-tronics Incorporated and Calfront Associates for
          4650 Norris Canyon Road, San Ramon, CA, dated December 6, 1993,
          previously filed as Exhibit 10.12 to Form 10-K for the fiscal year
          ended March 26, 1994 and incorporated herein by reference.

10.4      Employee Stock Purchase Plan, previously filed on August 29, 1997, as
          Exhibit 99.1 to Form S-8 (33-34719), and incorporated herein by
          reference.

10.5      Ultracision, Inc. 1986 Stock Option Plan, filed on March 30, 1998 as
          Exhibit 99.1 to Form S-8 (33-48869), incorporated herein by reference.

10.6      Ultracision, Inc. 1987 Stock Option Plan, filed on March 30, 1998 as
          Exhibit 99.2 to Form S-8 (33-48869), incorporated herein by reference.


                                       18
<PAGE>   19

10.7      Form of Incentive Stock Option Agreements for Ultracision Inc., as
          Amended by the Assumed Option Agreement, as previously filed on March
          30, 1998 as Exhibit 99.3 to Form S-8 (33-48869) and incorporated
          herein by reference.

13.0*     2000 Annual Report to Shareholders.

23.0*     Report on Financial Statement Schedule and Consent of Independent
          Auditors. (See page 16 of this Annual Report on Form 10-K.)

27.0*     Financial Data Schedule


* Attached as exhibits to this Form 10-K.


                                       19