As filed with the Securities and Exchange Commission on June 22, 2004
Registration No. 333-
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UNITED STATES
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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Marc Nussbaum
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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COPIES TO:
JOHN T. SHERIDAN, ESQ. VINCENT J. ROTH, ESQ.
JOHN TURNER, ESQ. LANTRONIX, INC.
WILSON, SONSINI, GOODRICH & ROSATI, PC 15353 BARRANCA PARKWAY
650 PAGE MILL ROAD IRVINE, CALIFORNIA 92618
PALO ALTO, CALIFORNIA 94304-1050 (949) 453-3990
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
To be registered registered per share (1) price registration fee
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2000 Stock Plan, 2,000,000 $1.38 $2,760,000.00 $349.69
Common Stock,
$0.0001 par value
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2000 Employee Stock 150,000 $1.38 $ 207,000.00 $ 26.23
Purchase Plan,
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
amount of the filing fee, calculated in accordance with Section 13(e) of
the Securities Exchange Act of 1934, as amended, equals $126.70 for each
$1,000,000 of the value of the transaction. 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 June 15, 2004, the specified date within five
business days of the filing date, 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 original
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, 2003, 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, 2003, December 31, 2003, and March 31, 2004 and the
Registrant's Current Reports on Form 8-K filed on September 4, 2003,
September 10, 2003, November 6, 2003, December 19, 2003, January 29, 2004,
February 5, 2004, March 30, 2004 and May 6, 2004 filed pursuant to Section
13 of the Exchange Act.
(c) 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.
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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 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 June 17, 2004.
LANTRONIX, INC.
By: /s/ Marc Nussbaum
___________________________________
Marc Nussbaum
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marc H. Nussbaum and James W. Kerrigan,
jointly and severally, as his/her attorneys-in-fact, each with the power of
substitution, for him/her 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/her 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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/s/ Marc H. Nussbaum President and Chief June 17, 2004
-------------------- Executive Officer (Principal
Marc H. Nussbaum Executive Officer)
/s/ James W. Kerrigan Chief Financial Officer June 17, 2004
-------------------- Officer (Principle Financial
James W. Kerrigan and Accounting Officer)
H.K. Desai Chairman of the Board of June 17, 2004
-------------------- Directors
H.K. Desai
/s/ Kathryn Braun Lewis Director June 17, 2004
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Kathryn Braun Lewis
/s/ Howard T. Slayen Director June 17, 2004
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Howard T. Slayen
/s/ Thomas W. Burton Director June 17, 2004
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Thomas W. Burton
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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 and
February 20, 2003
4.2* Amendment I to the 2000 Stock Plan, adopted by the Board of
Directors on January 3, 2003
4.3** 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
registration filed with the Securities and Exchange Commission on February
24, 2003.
** Incorporated by reference to the exhibit filed with the Registrant's
registration filed with the Securities and Exchange Commission on June 13,
2000.