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): June
13, 2006
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
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92618
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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
On
June
15, 2006, Lantronix, Inc. (the “Company”) issued a press release announcing it
has entered into an agreement to sell its equity interest in Xanboo Inc.
(“Xanboo”), a privately held company, for an aggregate cash consideration of $2
million. On June 13, 2006, 24,596 Xanboo shares, representing 65% of the 37,840
total Xanboo shares held by the Company, were sold for cash consideration of
$1.3 million. The agreement provides for the remaining 13,244 shares to be
sold
for cash consideration of $700,000 on or before September 12, 2006.
The
Company will record part of the sale as other income in the fourth fiscal
quarter ending June 30, 2006 and the balance of the sale as other income when
the transaction closes.
During
the fiscal years ended June 30, 2004, 2003 and 2002, the Company recorded
aggregate losses of $2 million in its consolidated statements of operations
representing the Company’s proportionate share of Xanboo’s cumulative net
losses. During the fiscal year ended June 30, 2004, the Company fully impaired
its remaining equity interest in Xanboo resulting in a $5 million charge in
the
consolidated statements of operations. As of March 31, 2006, the equity interest
in Xanboo was carried at zero value on the Company’s consolidated balance
sheet.
In
accordance with General Instruction B.2 of Form 8-K, the information in
this Current Report on Form 8-K, including Exhibit 99.1, is being
“furnished” and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”) or the Exchange Act, except if the Company
specifically states that the information is to be considered “filed” under
the Exchange Act or incorporates it by reference into a filing under the
Securities Act or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1
Press Release issued by Lantronix, Inc. on June 15, 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.
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| Dated:
June 15, 2006 |
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LANTRONIX,
INC.
a
Delaware corporation
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By: |
/S/
JAMES W. KERRIGAN |
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Name:
James W. Kerrigan
Title: Chief Financial
Officer
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EXHIBIT
INDEX
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99.1
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Press
Release issued by Lantronix, Inc. on June 15,
2006.
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