Current Report
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): July
6, 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
July
6, 2006, Lantronix, Inc. (the “Company) completed a settlement agreement with
Mr. Steven Cotton, the Company’s former CFO and COO. Mr. Cotton had filed a
complaint against the Company in September 2002 in the Superior Court of
the
State of California, alleging claims for breach of contract, breach of the
covenant of good faith and fair dealing, wrongful termination,
misrepresentation, defamation and declaratory relief. The Company had filed
a
motion to dismiss the suit on the grounds that Mr. Cotton’s complaints were
subject to the binding arbitration provisions in Mr. Cotton’s employment
agreement. The Court ruled that five of the six counts in the complaint were
subject to binding arbitration and set the sixth cause of action for declaratory
relief for trial. The Company filed a cross-complaint in the arbitration
proceeding alleging breach of contract on various promissory notes given
by Mr.
Cotton to the Company in connection with Mr. Cotton’s exercise of stock options
during his employment with the Company.
Under
the
terms of the settlement, the Company: (i) transferred to Mr. Cotton 150,000
shares of the Company’s Common Stock previously issued to Mr. Cotton pursuant to
his exercise of stock options and held by the Company as collateral for notes
given by Mr. Cotton in connection with his exercise of such stock options;
(ii)
relinquished any claims it might have had to shares of the Company’s Common
Stock in possession of Mr. Cotton; (iii) cancelled all remaining debt on
the
notes given by Mr. Cotton to the Company in connection with his exercise
of such
stock options; and (iv) will dismiss with prejudice the cross-complaint it
filed
in the arbitration proceeding. Under the terms of the settlement, Mr. Cotton:
(i) assigned to the Company 198,040 of the shares issued to Mr. Cotton pursuant
to his exercise of the stock options referred to above; and (ii) will dismiss
with prejudice the lawsuit and arbitration proceedings referred to
above.
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:
July 6, 2006
|
LANTRONIX,
INC.
|
| |
a
Delaware corporation
|
| |
|
|
| |
|
|
| |
By:
|
/S/
JAMES W. KERRIGAN
|
| |
Name:
|
James
W. Kerrigan
|
| |
Title:
|
Chief
Financial Officer
|