8-K

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 (Date of earliest event reported): June 24, 2009

WSI Industries, Inc.
(Exact name of registrant as specified in its charter)

Minnesota	000-00619	41-0691607
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

213 Chelsea Road Monticello, MN	55362
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (763) 295-9202

(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))

Items under Sections 1, 3, 4, 5, 6 through 8 are not applicable and therefore omitted.

Item 2.02     Results Of Operations And Financial Condition.

WSI Industries, Inc. (the “Company”) issued a press release on June 24, 2009 disclosing material non-public information regarding its results of operations for the quarter ended May 31, 2009. The Company hereby furnishes the press release, which is attached hereto as Exhibit 99.1.

Item 9.01     Financial Statements And Exhibits.

Exhibit No.	Description
99.1	Press Release issued on May 31, 2009.

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, thereunto duly authorized.

WSI INDUSTRIES, INC.

By: /s/ Michael Pudil                   
Michael Pudil
President and Chief Executive Officer

Date: June 29, 2009

EX-99.1

Exhibit 99.1

WSI Industries Reports Improved Quarter on Quarter Results

June 24, 2009—Minneapolis, MN—WSI Industries, Inc. (Nasdaq: WSCI) today reported net sales of $4,736,000 for the third quarter of fiscal 2009 ended May 31, 2009, a decrease of 29% as compared to the year-earlier quarter of $6,703,000. The Company posted net income of $12,000 which equated to break-even on a per share basis for the current quarter, compared to $357,000 or $.13 per share in the third quarter of fiscal 2008. Year-to-date sales in fiscal 2009 were down 23% vs. the prior year as sales decreased to $14,773,000 from $19,099,000 a year ago. Year-to-date diluted earnings per share were a loss of $.07 down from the prior year’s income of $.42.

As compared to the prior fiscal 2009 second quarter, the Company’s sales were up 18%. The Company’s bottom line also improved from a loss of $307,000 in the fiscal 2009 second quarter to its net income of $12,000 in this quarter.

Michael J. Pudil, president and chief executive officer, commented: “Our goal in our fiscal 2009 third quarter was to streamline our cost base and return the Company to profitability without affecting our ability to obtain new business. While our net income was slightly above the break-even point, we made a dramatic improvement from our fiscal 2009 second quarter loss of $307,000. In addition, we have continued to expand our search efforts in order to obtain new customers and projects.” Pudil went on to say: “We anticipate that our fiscal 2009 fourth quarter will be similar to our third quarter that just ended. We will continue working to preserve our balance sheet and conserve our cash as we weather the ongoing recession. We believe that the Company is in an excellent position to capitalize on new opportunities when the country’s economy starts to rebound.”

WSI Industries, Inc. is a leading contract manufacturer that specializes in the machining of complex, high-precision parts for a wide range of industries, including avionics, aerospace and defense, energy, recreational vehicles, computers, small engines, marine, bioscience and instrumentation.

# # #

For additional information:
Michael J. Pudil (CEO) or Paul D. Sheely (CFO)
763/295-9202

The statements included herein which are not historical or current facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. There are certain important factors which could cause actual results to differ materially from those anticipated by some of the statements made herein, including the Company’s ability to retain current programs and obtain additional manufacturing programs, and other factors detailed in the Company’s filings with the Securities and Exchange Commission.

WSI INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS      (Unaudited)
In thousands, except per share amounts

	Third quarter ended						Three quarters ended
	May 31,			May 25,			May 31,			May 25,
	2009			2008			2009			2008
Net Sales	$	4,736		$	6,703		$	14,773		$	19,099
Cost of products sold		4,083			5,498			13,101			15,410
Gross margin		653			1,205			1,672			3,689
Selling and administrative expense		533			597			1,673			1,824
Interest and other income		(5	)		(16	)		(14	)		(164	)
Interest and other expense		106			75			316			219
Profit (loss) from operations before income taxes		19			549			(303	)		1810
Income taxes (benefit)		7			192			(109	)		633
Net earnings (loss)	$	12		$	357			($194	)	$	1,177
Basic income (loss) per share	$	0.00		$	0.13			($0.07	)	$	0.43
Diluted income (loss) per share	$	0.00		$	0.13			($0.07	)	$	0.42
Weighted average number of common shares		2,793			2,764			2,789			2,741
Weighted average number of diluted shares		2,793			2,860			2,789			2,811

CONDENSED BALANCE SHEETS (Unaudited)
In thousands

	May 31,		May 25,
	2009		2008
Assets:
Total Current Assets	$	7,713	$	7,962
Property, Plant, and Equipment, net		7,791		5,731
Intangible Assets		3,035		3,051
Total Assets	$	18,539	$	16,744
Liabilities and Shareholders’ Equity:
Total current liabilities	$	3,266	$	3,806
Long-term debt		6,327		4,077
Shareholders’ equity		8,946		8,861
Total Liabilities and Shareholders’ Equity	$	18,539	$	16,744