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 -------------------------------------------------------------------------------- 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.