0001021408-01-508682.txt : 20011029
0001021408-01-508682.hdr.sgml : 20011029
ACCESSION NUMBER: 0001021408-01-508682
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011018
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011024
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LANTRONIX INC
CENTRAL INDEX KEY: 0001114925
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 330362767
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16027
FILM NUMBER: 1765600
BUSINESS ADDRESS:
STREET 1: 15353 BARNANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
BUSINESS PHONE: 9494533990
MAIL ADDRESS:
STREET 1: 15353 BARNANCA PARKWAY
CITY: IRVINE
STATE: CA
ZIP: 92618
8-K
1
d8k.txt
CURRENT REPORT DATED 10/18/01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
October 18, 2001
Lantronix, Inc
--------------
(Exact name of registrant as specified in its charter)
Delaware 333-37508 33-0362767
--------------- --------- ------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15353 Barranca Parkway
Irvine, CA
92618
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (949) 453-3990
(Former name or former address, if changed since last report)
--------------------------------------------------------------------------------
Item 2. Acquisition or Disposition of Assets
On September 19, 2001, Lantronix, Inc. ("Lantronix") and Synergetic Micro
Systems, Incorporated ("Synergetic") announced they had entered into an
Agreement and Plan of Reorganization, dated September 19, 2001, whereby
Lantronix, through its wholly owned subsidiary, S Company Acquisition
Corporation, would acquire Synergetic. Under the terms of this acquisition,
which was consummated on October 18, 2001, Synergetic shareholders received
$2,992,280 in cash and 2,234,715 shares of the Registrant's common stock.
A copy of the press release with respect to the closing of this transaction
in included herein as Exhibit 99.1 and is incorporated by reference herein.
The Registrant intends to file the required financial information relating
to Synergetic in a subsequent Current Report on Form 8-K/A on or before December
31, 2001.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is filed herewith:
99.1 Text of Press Release, dated October 23, 2001, entitled
"Lantronix Acquires Synergetic Micro Systems."
-2-
SIGNATURE
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.
Lantronix, Inc.
Date: October 24, 2001 By: /s/ Steven V. Cotton
----------------------------------
Steven V. Cotton
Chief Financial Officer
EXHIBIT INDEX
99.1 Text of Press Release, dated October 23, 2001, entitled "Lantronix
Acquires Synergetic Micro Systems."
EX-99.1
3
dex991.txt
PRESS RELEASE DATED 10/23/01
EXHIBIT 99.1
Lantronix, Inc. Acquires Synergetic Micro Systems
IRVINE, Calif., Oct. 23 /PRNewswire/ -- Lantronix, Inc. (Nasdaq: LTRX), a
provider of hardware and software solutions ranging from systems that allow
users to remotely manage network infrastructure equipment to technologies that
network-enable devices and appliances, today announced the acquisition of
Synergetic Micro Systems, Incorporated of Downers Grove, Illinois, an industry
leader in providing high-performance embedded network communications solutions.
Synergetic Micro Systems has a 15-year history creating products that allow
factory automation via proprietary or open systems and was led by President Mike
Justice. Consideration paid to the Synergetic shareholders included a mix of
cash and stock. In addition, Lantronix paid certain outstanding indebtedness of
Synergetic and assumed all outstanding Synergetic stock options.
About Lantronix
Lantronix, Inc. (Nasdaq: LTRX) is a provider of hardware and software solutions
ranging from systems that allow users to remotely manage network infrastructure
equipment to technologies that network-enable devices and appliances. Lantronix
was established in 1989, and its headquarters are in Irvine, Calif. For more
information, visit the company on the Internet at www.lantronix.com.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby and the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995. Statements regarding the benefits of
consummating the acquisition of Synergetic Micro Systems are forward-looking
looking, and are subject to significant risks and uncertainties, including the
risk that the acquisition might not yield the anticipated benefits for a variety
of reasons, including the possibility that we will not be able to combine both
companies' products to achieve synergy in the areas of manufacturing,
engineering and technical support. Acquisitions often consume significant
attention of the management and employees of the companies involved, which may
result in a reduction in productivity. If we fail to consummate the acquisition,
or if the acquisition does not provide the anticipated benefits, our business
could be harmed. Because of these and the other risk factors identified in our
SEC filings our actual results, events and performance may differ materially.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Lantronix undertakes no
obligation to release publicly the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
SOURCE Lantronix, Inc.
CONTACT: Steven V. Cotton, Chief Operating Officer/Chief Financial Officer,
+1-949-453-7115, or Aubrye Harris, Investor Relations Manager, +1-949-450-7219,
both of Lantronix, Inc.