Lantronix 8-K
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): September
8, 2005
LANTRONIX,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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 92618
(Address
of Principal Executive Offices)
(Zip
Code)
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
Item
2.02 - Results of Operations and Financial Condition
On
September 8, 2005, Lantronix, Inc. (the “Company”) issued a press release
announcing its financial results for the quarter and fiscal year ended June
30,
2005. The full text of this press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference
herein.
On September 8, 2005, the Company held a conference call announcing its
financial results for the quarter and fiscal year ended June 30, 2005.
A
copy of the transcript of the conference call is attached as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated by reference
herein.
Subsequent
to the September 8, 2005 announcement of the Company’s preliminary fourth
quarter and full fiscal year results for 2005, the Company has made certain
adjustments to its announced results. During the fourth fiscal quarter,
adjustments were identified which pertained to the Company’s unaudited first,
second and third fiscal 2005 quarters. The unaudited quarterly financial
information for those fiscal 2005 quarters has been restated to reflect
adjustments to net loss from continuing operations and net loss, and to properly
(i) accrue professional fees and other accrued liabilities by reducing selling,
general and administrative expenses as originally reported in the Company's
first, second and third fiscal quarter 2005 consolidated financial statements
by
$106,000, $107,000 and $116,000, respectively, and (ii) account for a stock
option grant by reducing stock-based compensation expense as originally reported
in the Company’s first, second and third fiscal 2005 quarters consolidated
financial statements by $118,000, $10,000 and $30,000, respectively. The effect
of these and other adjustments modifies the results which were announced in
the
Company's September 8, 2005, press release and discussed in the September 8,
2005, conference call for the fourth fiscal quarter from a net loss of $15,000
to a net loss of $549,000 and for the full 2005 fiscal year from a new loss
of
$6.957 million to a net loss of $7.004 million.
As
a
result of the restatement described above, the information included in the
press
release attached hereto as Exhibit 99.1 and the transcript attached hereto
as
Exhibit 99.2 should not be relied upon and we direct your attention to our
Annual Report on Form 10-K, filed on September 28, 2005, including Item 9 and
Note 16 to the financial statements contained therein.
In
accordance with General Instruction B.2. of Form 8-K, the information
in
this Current Report on Form 8-K and the Exhibits attached hereto
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 and the Exhibit 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, Pro
Forma Financial Information and Exhibits.
Exhibits
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99.1
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Press
release dated September 8, 2005, announcing financial results for
the
quarter and fiscal year ended June 30,
2005.
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99.2
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Transcript
of conference call on September 8, 2005 discussing financial results
for
the quarter and fiscal year ended June 30,
2005.
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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.
Dated:
September 29, 2005
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LANTRONIX,
INC.,
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a
Delaware corporation
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By:
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/S/
JAMES W. KERRIGAN
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James
W. Kerrigan
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Chief
Financial Officer
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Exhibit
Index
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99.1
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Press
release dated September 8, 2005, announcing financial results for
the
quarter and fiscal year ended June 30,
2005.
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99.2
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Transcript
of conference call on September 8, 2005 discussing financial results
for
the quarter and fiscal year ended June 30,
2005.
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4