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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):
May 28, 2002
Lantronix, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-16027 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 May 30, 2002, Lantronix, Inc. announced that based on the results of the
voluntary internal review by the company's audit committee, assisted by Ernst &
Young, the company has determined that it will amend certain of its previously
issued financial reports.
Lantronix also announced the appointment of Marc Nussbaum as interim chief
executive officer and president, succeeding Fred Thiel, who has assumed the role
of chief technology and strategy officer. The company also announced that Thiel
and Bernhard Bruscha have resigned from the Board of Directors. H.K. Desai, a
current member of the company's Board of Directors, was elected chairman.
Lantronix also announced that it received notification from Nasdaq on May
23, 2002, that it does not meet the filing requirements for continued listing on
the Nasdaq National Market and is therefore subject to delisting. Lantronix has
requested a hearing before a Nasdaq listing qualifications panel to review this
determination.
Lantronix also announced that it has signed an agreement with Gordian
Corporation that gives Lantonix joint ownership of the Gordian intellectual
property that is embodied in the products Gordian has designed for Lantronix.
Lantronix will pay Gordian $6.0 million to acquire an interest in the Gordian
intellectual property. Lantronix will also purchase $1.5 million for engineering
and support services from Gordian over the next 18 months.
A copy of the press release issued on May 30, 2002 is attached hereto as
Exhibit 99.1 and the Agreement dated May 28, 2002 between Gordian Corporation
and Lantronix, Inc. is attached hereto as Exhibit 10.16.
Lantronix, its Chief Executive Officer and Chief Financial Officer have
recently been served with a number of complaints, filed primarily in the United
States District Court for the Central District of California. These complaints
have been brought as purported shareholder class actions. While there is some
variation in their specific allegations, the essence of the allegations in each
of the complaints is that the defendants engaged in improper revenue recognition
practices, which plaintiffs allege had the effect of materially overstating
Lantronix's reported financial results. Plaintiffs allege that the defendants
intentionally engaged in this alleged improper accounting practice in order to
inflate the value of Lantronix's common stock and thereby inflate Lantronix's
stock price during its public stock offering in July 2001, as well as to
facilitate the use of its stock as consideration in acquisitions.
The complaints do not specify the amount of damages sought. Lantronix is
currently investigating the allegations in the complaints. There has been no
discovery to date, and no trial date has been established. An adverse judgment
or settlement of these lawsuits could have a significant impact on the
Lantronix's future financial condition or results of operations. Lantronix
anticipates that all of these actions will ultimately be consolidated into one
action and that a consolidated amended complaint will be filed after the
appointment of lead plaintiff(s). Lantronix has not yet answered any of the
complaints, and discovery has not commenced.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
99.1 Text of Press Release, dated May 30, 2002, titled "Lantronix
Provides Update on Internal Review; Appoints Marc Nussbaum
Interim CEO"
10.16 Agreement dated May 28, 2002 between Gordian Corporation and
Lantronix, Inc.
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: June 5, 2002 By: /s/ Michael S. Oswald
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Name: Michael S. Oswald
Title: Vice President and
General Counsel
EXHIBIT INDEX
99.1 Text of Press Release, dated May 30, 2002, titled "Lantronix Provides
Update on Internal Review; Appoints Marc Nussbaum Interim CEO"
10.16 Agreement dated May 28, 2002 between Gordian Corporation and
Lantronix, Inc.