Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 27, 2006
 

LANTRONIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
 


Delaware
 
 
1-16027
 
 
33-0362767
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

15353 Barranca Parkway, Irvine, California
 
 
92618
(Address of Principal Executive Offices)
  
(Zip Code)
 

Registrant’s telephone number, including area code: (949) 453-3990
 

Not Applicable
(Former Name or Former Address, if Changed since Last Report)
 
 

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:
 
o  Written communications pursuant to Rule 425 under the Securities Act
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o  Pre-commencement communications pursuant to Rule 4d-2(b) under the Exchange Act
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
Item 7.01 Regulation FD Disclosure.
 
On June 27, 2006, Lantronix, Inc. issued a press release indicating that it has reached an agreement in principle with the regional staff of the Securities and Exchange Commission (“SEC”) regarding the terms of a settlement that the regional staff has agreed to recommend to the SEC.
 
A copy of the press release is attached hereto as Exhibit 99.1.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d)     Exhibits.
 
99.1 Press Release issued by Lantronix, Inc. on June 27, 2006.
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:  June 27, 2006
LANTRONIX, INC.
 
a Delaware corporation
     
     
 
By:
/S/ JAMES W. KERRIGAN
 
Name:
James W. Kerrigan
 
Title:
 Chief Financial Officer
 

EXHIBIT INDEX
 

Exhibit No.
Description
 
99.1
Press Release issued by Lantronix, Inc. on June 27, 2006.