UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934







Date of Report: May       02, 2013

(Date of earliest event reported)




GSI Technology, Inc.

(Exact name of registrant as specified in its charter)





Delaware

(State or other jurisdiction 
of incorporation)


000-33387

(Commission File Number)


77-0398779

(IRS Employer 
Identification Number)






1213 Elko Drive, Sunnyvale, California

(Address of principal executive offices)

 

94089

(Zip Code)




(408) 331-8800
(Registrant's telephone number, including area code)




Not Applicable
(Former Name or Former Address, if changed since last report)








Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  





Item 2.02. Results of Operations and Financial Condition



On May 2, 2013, GSI Technology, Inc. (the "Company") issued a press release reporting financial results for its fourth fiscal quarter and year ended March 31, 2013. A copy of this press release is attached hereto as Exhibit 99.1.



The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. Furthermore, the information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

             99.1       Press Release of GSI Technology, Inc. dated May       02, 2013




SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
              signed on its behalf by the undersigned hereunto duly authorized.








Dated: May       02, 2013



GSI TECHNOLOGY, INC.

By:  /s/ Douglas M. Schirle                      

     Douglas M. Schirle

     Chief Financial Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of GSI Technology, Inc. dated May       02, 2013