Washington, D.C. 20549



Form 8-K


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


Date of Report (Date of earliest event reported): July 24, 2008


GSI Technology, Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction of


(Commission File No.)


(I.R.S. Employer Identification







2360 Owen Street
Santa Clara, California  95054

(Address of principal executive offices)


Registrant’s telephone number, including area code:
(408) 980-8388


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 (see General Instruction A.2. below):


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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)           On July 24, 2008, Hsiang-Wen Chen, a member of the Board of Directors of GSI Technology, Inc. (the “Company”), advised the Company of his decision to retire as a member of the Company’s Board of Directors effective as of the 2008 annual meeting of stockholders.  Mr. Chen has served as a member of the Board of Directors since January 1997.  Mr. Chen’s current term will expire on the date of the Company’s 2008 annual meeting of stockholders.  Mr. Chen’s decision to not stand for re-election is not the result of any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.  The Company and the Board of Directors thank Mr. Chen for his dedicated service and valued contributions to the Company.






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.


Date: July 28, 2008







GSI Technology, Inc.









/s/ Douglas M. Schirle



Douglas M. Schirle



Chief Financial Officer