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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):
July 31, 2003
LANTRONIX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-37508 33-0362767
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15353 Barranca Parkway
Irvine, CA
92618
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (949) 453-3990
(Former name or former address, if changed since last report)
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Item 5. Other Events
On Monday, July 28, 2003, Lantronix, Inc., a Delaware corporation ("Lantronix")
issued new stock option grants to employees pursuant to the Tender Offer
Statement on Schedule TO filed by Lantronix with the Securities and Exchange
Commission on December 19, 2002, as amended on January 8, 2003, January 21, 2003
and January 27, 2003 (as so amended, the "Schedule TO"), relating to its Offer
to Exchange certain outstanding eligible stock options to purchase shares of our
Common Stock, upon the terms and subject to the conditions described in the (i)
Offer to Exchange, (ii) the Election Form, and (iii) the Notice to Withdraw from
the Offer.
The Offer to Exchange, including all withdrawal rights, expired at 9:00 p.m.,
Pacific Time, on Friday, January 24, 2003. Pursuant to the terms and conditions
of the Offer to Exchange, a total of seventy-eight (78) eligible optionees
participated in the program. At that time, Lantronix announced it accepted for
cancellation options to purchase 1,378,124 shares of its common stock and
anticipated issuing new options to purchase 1,033,593 shares of its common stock
effective as of July 28, 2003 in exchange for the options surrendered and
accepted pursuant to the Offer to Exchange. In addition to that announced, and
because the terms of the Offer to Exchange required cancellation of any grants
during the six (6) months prior and 6 months following January 24, 2003, one
additional option to purchase 100,000 shares of Lantronix common stock was also
cancelled. Furthermore, the Offer to Exchange required participants to remain
employed with Lantronix in order to receive a new option grant. Prior to July
28, 2003, thirteen (13) participants terminated employment with Lantronix for
various reasons. As a result, the number of options and number of shares of
common stock underlying the options that were anticipated at that time to be
issued were reduced accordingly. Consequently, options to purchase 950,905
shares of Lantronix common stock were issued to the remaining sixty-five (65)
participants on July 28, 2003.
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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.
LANTRONIX, INC.
Date: July 31, 2003 By:
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Michael S. Oswald
Vice President, General Counsel and
Secretary
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