UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q/A
Amendment No. 1 to Form 10-Q
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO ___________.
COMMISSION FILE NUMBER: 1-16027
------------------------
LANTRONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0362767
----------------------- -----------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
15353 Barranca Parkway
Irvine, CA 92618
------------------------ ------------------
(Address of Principal Executive Offices) (Zip Code)
(949) 453-3990
----------------------------------------
(Registrant's telephone number, including area code)
--------------
Former name, former address and former fiscal year, if changed since last
report: N/A
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(D) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act). Yes |_| No |X|.
As of January 21, 2005 58,238,149 shares of the Registrant's common stock
were outstanding.
================================================================================
PORTIONS AMENDED
The Registrant hereby amends Part II - Item 4 contained in the
Registrant's Report on Form 10-Q for the quarterly period ended December 31,
2004, to provide information relating to the matters voted on by Registrant's
shareholders at Registrant's annual meeting of shareholders held November 18,
2004. Except as set forth in Part II, Item 4 below, no other changes are made to
Registrant's Report on Form 10-Q for the quarterly period ended December 31,
2004. As a result of this amendment, abbreviated certifications, originally
filed as Exhibits 31.1 and 31.2 under Part II, Item 6, have been re-executed as
of the date of this Amendment.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Company's shareholders was held on November 18, 2004.
The shareholders elected the following two Class I directors to hold office
until the 2007 annual meeting and until their successors are elected and
qualified:
------------------- -------------------------
For Withheld
- --------------------------------------------------------------------------- ------------------- -------------------------
H.K. Desai 46,031,911 6,406,100
- --------------------------------------------------------------------------- ------------------- -------------------------
Howard G. Slayen 51,492,027 945,984
- --------------------------------------------------------------------------- ------------------- -------------------------
In addition, the shareholders approved the following proposals:
----------------- ---------------- -------------- -----------------
For Against Abstain Broker Non-votes
- ----------------------------------------------------- ----------------- ---------------- -------------- -----------------
To replenish the Lantronix, Inc. 2000 Employee 29,883,910 6,673,689 981,800 20,907,747
Stock Purchase Plan with 750,000 shares
- ----------------------------------------------------- ----------------- ---------------- -------------- -----------------
To declassify the board of directors 51,465,919 957,487 14,605 6,009,135
- ----------------------------------------------------- ----------------- ---------------- -------------- -----------------
To ratify the appointment of Ernst & Young LLP to 51,777,974 348,237 311,800 6,009,135
serve as the Company's auditors for the fiscal year
ending June 30, 2005
- ----------------------------------------------------- ----------------- ---------------- -------------- -----------------
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 14, 2005 LANTRONIX, INC.
(Registrant)
By: /s/ Marc H. Nussbaum
-----------------------------------
MARC H. NUSSBAUM
CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)
By: /s/ James W. Kerrigan
-----------------------------------
JAMES W. KERRIGAN
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
Index to Exhibits
31.1 Certification of Principal Executive Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.