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): August 6, 2008
CPI
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51928
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75-3142681
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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811
Hansen Way, Palo Alto, CA
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94303-1110
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (650)
846-2900
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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.):
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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 August
6, 2008, CPI International, Inc. issued a press release announcing its financial
results for its third quarter of fiscal 2008 ended June 27, 2008.
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 August 6, 2008
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.
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:
August 6,
2008 By: /s/ Joel A.
Littman
Joel A.
Littman
Chief Financial Officer