UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 6, 2007


CPI INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

 

000-51928

 

75-3142681

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

811 Hansen Way, Palo Alto, CA

 

94303-1110

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code:  (650) 846-2900

N/A

(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 (see General Instruction  A.2.):

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 (7 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

On February 6, 2007, CPI International, Inc. issued a press release announcing its financial results for the fiscal 2007 first quarter ended December 29, 2006.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

          99.1     CPI International, Inc. press release dated February 6, 2007

The information in this Form 8-K and the exhibit attached hereto pursuant to Item 9.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act by CPI International, Inc., except as expressly set forth by specific reference in such a filing.

- 2 -


SIGNATURE

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

 

CPI INTERNATIONAL, INC.

 

(Registrant)

 

 

 

 

Date: February 6, 2007

By:

/s/ Joel A. Littman

 

 

 

 

Joel A. Littman

 

 

Chief Financial Officer

- 3 -