Lantronix, Inc.
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)
September
24, 2007
LANTRONIX,
INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-16027
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33-0362767
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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15353
Barranca Parkway
Irvine,
California 92618
(Address
of principal executive offices, including zip code)
(949) 453-3990
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
(b)
On
September 26, 2007, Lantronix, Inc. (the “Company”) issued a press release
announcing that its President and Chief Executive Officer, Marc Nussbaum, had
resigned effective as of September 24, 2007. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
(c)
&
(e)
Effective
September 25, 2007, the Company’s board of directors appointed Reagan Y. Sakai
as interim Chief Executive Officer while the Company searches for Mr. Nussbaum’s
replacement.
Mr.
Sakai
has served as our Chief Financial Officer and Secretary since November 2006.
From April 2005 to October 2006, Mr. Sakai served as Chief Financial Officer
for
HyPerformix Corporation, a private software company based in Austin, Texas.
From
September 2003 to April 2005, Mr. Sakai served as Chief Financial Officer for
VIEO Corporation, an early-stage software company. From May 1999 to
January 2003, Mr. Sakai served as Chief Financial Officer of Crossroads Systems
Corporation, a public data storage routing company, where he oversaw Crossroads
Systems’ IPO in October 1999. Earlier in his career, Mr. Sakai held various
financial positions with Exabyte Corporation, Maxtor Corporation, McDATA
Corporation, and StorageTek Corporation. Mr. Sakai holds a BS degree and an
MBA
from the University of Colorado at Boulder.
On
September 24, 2007 (the “Separation Date”), the Company entered into a
Separation Agreement and General Release of Claims (the “Agreement”) with Mr.
Nussbaum. The Agreement is effective as of the Separation Date. The Agreement
is
incorporated herein by reference and the description thereof contained in this
Current Report on Form 8-K is qualified in all respects by the terms and
provisions of the Agreement.
Pursuant
to the Agreement, Mr. Nussbaum will be paid a total fee of $435,000 to be paid
in equal installments between the Separation Date and September 15, 2008. In
addition, Mr. Nussbaum will be eligible to participate in the Company’s bonus
program for fiscal 2007 on a pro-rated basis for the time Mr. Nussbaum was
actively employed. Mr. Nussbaum will have until the earlier of the following
three dates to exercise each of his vested options: (i) 24 months after
the
Separation Date;
(ii)
for each option, the latest date on which such option could have expired by
its
original terms under any circumstances; or (iii) for each option, 10 years
after
the original grant date of such option. Mr. Nussbaum shall cease to be a service
provider as of the Separation Date and all of Mr. Nussbaum’s unvested stock
options as of that date shall automatically terminate and revert to the
Company’s 2000 Stock Plan. The Company will pay the cost of Mr. Nussbaum’s COBRA
premiums through the first to occur of (i) 18 months following the Separation
Date and (ii) Mr. Nussbaum’s eligibility for health insurance coverage pursuant
to another employer’s plan. The Company will pay Mr. Nussbaum $13,500, less
legally required withholding deductions, representing the amount the Company
would have paid on behalf of Mr. Nussbaum’s executive automobile benefits had
Mr. Nussbaum remained employed for the 18 month period following the Separation
Date. This amount will be paid in equal installments between the Separation
Date
and September 15, 2008. In addition Mr. Nussbaum has agreed that for a period
of
one year following the Separation Date, he will not, either directly or
indirectly, or either on his own behalf or on behalf of any other person,
recruit or solicit for hire any individual who is employed on a full time basis
by the Company. As part of the Agreement, Mr. Nussbaum has signed a standard
release of claims against the Company and its affiliates.
(d)
On
September 24, 2007, the Company’s board of directors appointed Thomas M.
Wittenschlaeger as a member to the board of directors, effective as of September
25, 2007. The
board
of directors has determined that Mr. Wittenschlaeger
is
independent of the Company and its management under the corporate governance
standards of the Nasdaq Stock Market. Pursuant to the Company’s 2000 Stock Plan,
Mr. Wittenschlaeger
was granted a nonstatutory stock option to purchase 25,000 shares of the
Company’s common stock on September 25, 2007 at an exercise price of $1.09,
which was the fair market value of the Company’s common stock as reported on the
Nasdaq Stock Market on the date of grant. A copy of the press release is
attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.
Since
2004, Mr. Wittenschlaeger has served as Chairman and CEO of Raptor Networks
Technology, Inc. Raptor Networks engages in the design, production and sale
of
standards-based, proprietary high-speed network (LAN) switching technologies.
From 2002 to 2004, Mr. Wittenschlaeger was Senior Vice President, Corporate
Development and Chief Technology Officer of Personnel Group of America, Inc.,
later renamed Venturi Partners, Inc., a leading provider of information
technology and professional staffing services nationwide. Prior to Personal
Group of America, Mr. Wittenschlaeger spent 16 years at General Motors Hughes
Electronics in a variety of positions. He is a graduate of the United States
Naval Academy and served on nuclear attack submarines in the Pacific
theatre.
Item
9.01 Financial
Statements and Exhibits.
(d)
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10.1
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Separation
Agreement and General Release of Claims effective as of September
24, 2007
between the Company and Marc Nussbaum.
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99.1
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Press
Release dated September 26, 2007.
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99.2
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Press
Release dated September 27, 2007.
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SIGNATURES
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.
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LANTRONIX,
INC., a Delaware corporation
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Date:
September 28, 2007
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By: |
/s/ Reagan
Y.
Sakai |
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Reagan
Y. Sakai |
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Chief
Executive Officer
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