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: August    20, 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 8.01. Other Events



On August 21, 2013, GSI Technology, Inc. (the "Company") issued a press release announcing that its Board of Directors had adopted a program to repurchase, at management's discretion, shares of GSI Technology's common stock having an aggregate purchase price of up to $10 million.  Combined with previously existing authority under a repurchase program adopted in January 2012, the Company now has the authority to repurchase shares having an aggregate purchase price of up to $15.9 million.  A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits

             99.1       Press Release of GSI Technology, Inc. dated August    21, 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: August    21, 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 August    21, 2013