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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):
June 15, 2005
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LANTRONIX, INC.
(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
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(Address of Principal Executive Offices) (Zip Code)
(949) 453-3990
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Registrant's telephone number, including area code
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17 CFR 240.13e-4(c))
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ITEM 7.01 REGULATION FD DISCLOSURE
Lantronix, Inc. announced in a press release on June 15, 2005, that
the Superior Court of the State of California, County of Orange, approved the
settlement of a shareholder derivative action (entitled Drake v. Bruscha, et al)
pending against certain of the company's current and former directors and former
officers. As described in the company's most recent Form 10-Q filed with the
SEC, the settlement involves the adoption of certain corporate governance
measures and payment of attorneys' fees and expenses to the derivative
plaintiff's counsel in the amount of $1.2 million. The action was dismissed with
prejudice as to all parties, including Mr. Steven Cotton, who was not a party to
the settlement agreement and who had objected to the settlement. The company's
insurance carrier has agreed to pay the $1.2 million, and the settlement will
have no impact on the company's financial statements or results of operations.
This settlement does not impact the securities class action or Synergetics Micro
Systems securities case described in the Company's most recent Form 10-Q filed
with the SEC.
A copy of this press release is furnished as Exhibit 99.1 to this report. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the company, whether made before or after the date
of this report, regardless of any general incorporation language in the filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated June 15, 2005, announcing that Lantronix,
Inc. has settled a shareholder derivative lawsuit.
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 15, 2005 By: /s/ James W. Kerrigan
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James W. Kerrigan
Chief Financial Officer
EXHIBIT INDEX
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99.1 Press Release dated June 15, 2005, announcing that Lantronix,
Inc. has settled a shareholder derivative lawsuit.