As filed with the Securities and Exchange Commission on March 29, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LANTRONIX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0362767
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
15353 Barranca Parkway
Irvine, California 92618
(Address of principal executive offices)
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2000 STOCK PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
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Frederick G. Thiel
President and Chief Executive Officer
LANTRONIX, INC.
15353 Barranca Parkway
Irvine, California 92618
(949) 453-3990
(Name, address and telephone number of agent for service)
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Copy to:
John V. Roos, Esq.
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Maximum Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share (1) Price Registration Fee
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2000 Stock Plan 3,000,000 $2.64 $7,920,000.00 $728.64
Common Stock, $0.0001 par value
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2000 Employee Stock Purchase Plan 150,000 $2.64 $396,000.00 $36.43
Common Stock, $0.0001 par value
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(1) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of computing the amount of the registration fee. The computation is based upon the
average of the high and low price of the Common Stock as reported on the Nasdaq National Market on March 28, 2002 because the
price at which the options to be granted in the future may be exercised is not currently determinable.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note:
This Registration Statement is filed with respect to additional shares of
common stock that may be issued under the Registrant's 2000 Stock Plan and 2000
Employee Stock Purchase Plan as a result of certain automatic annual increases
in the number of authorized shares for issuance under the plans. The offer and
sale of 1,750,000 shares of common stock issuable under these plans was
previously registered on a Registration Statement on Form S-8 filed on September
5, 2000 (File No. 333-45182) (the "Previous Form S-8"). Unless otherwise
specified, capitalized terms herein shall have the meanings ascribed to them in
the Previous Form S-8.
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference into this Registration Statement
and into the Prospectuses relating to this Registration Statement pursuant to
Rule 428 the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2001, filed pursuant to Section 13 of the
Exchange Act.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 2001 and December 31, 2001, filed
pursuant to Section 13 of the Exchange Act.
(c) The Registrant's Current Reports on Form 8-K filed on
October 24, 2001 and January 25, 2002, filed pursuant to
Section 13 of the Exchange Act.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, filed on
August 2, 2000, filed pursuant to Section 12(g) of the
Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a company will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Registrant's Bylaws
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also permit it to secure insurance on behalf of any officer, director, employee
or other agent for any liability arising our of his or her actions in such
capacity, regardless of whether the Bylaws would permit indemnification.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Registrant's
Bylaws. These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant. The
Registrant believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into this Registration Statement. (See
Exhibit Index below)
Item 9. Undertakings
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That,for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on March 29, 2002.
LANTRONIX, INC.
By: /s/ Frederick G. Thiel
___________________________________
Frederick G. Thiel
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frederick G. Thiel and Steven V. Cotton,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
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(Bernard Bruscha) Chairman of the Board March ____, 2002
/s/ Frederick G. Thiel
--------------------------------------------- President and Chief Executive Officer
(Frederick G. Thiel) (Principal Executive Officer) and Director March 29, 2002
/s/ Steven V. Cotton
--------------------------------------------- Chief Financial Officer and Chief
(Steven V. Cotton) Operating Officer (Principal Financial and March 29, 2002
Accounting Officer)
/s/ Thomas W. Burton
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(Thomas W. Burton) Director March 28, 2002
/s/ Howard Slayen
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(Howard Slayen) Director March 28, 2002
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(H.K. Desai) Director March ____, 2002
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LANTRONIX, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Description
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4.1* 2000 Stock Plan, as amended on November 9, 2001
4.2** 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of securities being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see Page II-3)
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*Incorporated by reference to the exhibit filed with the Registrant's definitive Proxy Statement filed with the Securities and
Exchange Commission on October 11, 2001.
**Incorporated by reference to the exhibit filed with the Registrant's registration statement on Form S-1 (File No. 333-37508)
filed with the Securities and Exchange Commission on June 13, 2000.
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