Filed by Lantronix, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6 under
the Securities Exchange Act of 1934
Subject Company: Lantronix, Inc.
Commission File No. 005-60979
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This filing relates to a tender offer extended to US-based employees of
Lantronix, Inc. (the "Company") originally filed on Schedule TO with the
Commission on December 12, 2002 and amended on January 8, 2003 (collectively the
"Offer"). The Offer allows employees to surrender for cancellation certain stock
options and later receive new options under terms set forth in the Offer. The
following is a slide added to the Power Point Presentation filed as Exhibit
(a)(8) to the Schedule TO. The presentation is used to inform Lantronix
employees on aspects of the Offer. This new slide was used on Wednesday
afternoon, January 15, 2003 and was added to the presentation to provide a
hypothetical example to employees of how an option grant would be affected if
the reverse stock split were initiated.
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[SLIDE]
[LANTRONIX LOGO]
Breakeven Example - If Reverse Split
Profit at this FMV
-----------------------------------------------
Strike Number of
Price Options $2.00 $6.00 $10.00 $14.00 $18.00 $20.00
---------- -------- --------- ----- ------ ------ ------ ------- -------
Current
Option $6.00 1000 $ --- $ --- $4,000 $8,000 $12,000 $14,000
New Option $1.50 750 $375 $3,375 $6,375 $9,375 $12,375 $13,875
if split
3:1 $18.00 334 $ --- $ --- $ --- $ --- $ --- $ 668
if split
3:1 $4.50 250 $ --- $375 $1,375 $2,375 $ 3,375 $ 3,875
There is no way of knowing what the new option strike price or the annual stock
growth rate will be. This example is for illustrative purposes only.