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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):
January 10, 2005
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LANTRONIX, INC.
(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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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 2.02. Results of Operations and Financial Condition.
Lantronix, Inc. (the "Company") announced in a press release on January
10, 2005, preliminary results of its second fiscal quarter ended December 31,
2004. A copy of the press release making this announcement 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 7.01. Regulation FD
On January 6, 2005, the Company implemented a personnel reduction in
force and disclosed its intent to close small sales offices in Milford,
Connecticut; Munich, Germany; and Tokyo, Japan (each less than 4,000 square feet
in size and each having lease obligations of less than two years). The Company
reduced its staff by 13 persons. The Company's full-time headcount as of the end
of March is expected to be approximately 150.
The closure of the offices and the reduction in force reflect the
Company's continuing restructuring initiatives as management evaluates its
business requirements. The Company does not expect to incur material charges as
a result of these most recent actions.
This week officials of the Company will be meeting with institutional
investors and analysts. The Company expects that the officials will discuss the
following:
o Preliminary results for its second fiscal quarter ended
December 31, 2004, as disclosed in the press release furnished
as Exhibit 99.1 to this Report, including expected revenues,
cash usage, sales results, and the quarterly revenues that the
Company believes will allow it to achieve positive cash flow;
and
o The reduction in force and intent to close offices disclosed
above in this Item 7.01.
This Form 8-K contains forward-looking statements that involve risks and
uncertainties. Actual results and outcomes may differ materially from those
discussed or anticipated. For example, statements regarding anticipated results,
including cash usage for the second fiscal quarter, and statements regarding
future headcount and future performance, including statements regarding the
point at which positive cash flow is achieved, are forward looking statements.
Factors that might affect actual outcomes include but are not limited to the
finalized accounting for the quarter ended December 31, 2004, including
accounting adjustments that may be made in closing the financial records for
this quarter, achievement of certain cost reduction objectives, relatively
stable operating costs incurred from quarter to quarter, market acceptance of
Lantronix products by our customers, future revenues, future margins, cash
usage, cash breakeven revenue levels, and financial performance. For a more
detailed discussion of these and associated risks, see the Company's most recent
documents filed with the Securities and Exchange Commission. Lantronix
undertakes no obligation to update any forward-looking statements to reflect new
information or events or for any other reason.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated January 10, 2005, announcing results of
second fiscal quarter ended December 31, 2004, based upon
preliminary financial information. The press release also
refers to additional actions to achieve substantial cost
savings that will reduce the Company's expense levels going
into its fiscal year-end, June 30, 2005.
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: January 11, 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 January 10, 2005, announcing results of second
fiscal quarter ended December 31, 2004, based upon preliminary
financial information. The press release also refers to additional
actions to achieve substantial cost savings that will reduce the
Company's expense levels going into its fiscal year-end, June 30, 2005.