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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):
July 28, 2005
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LANTRONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16027 33-0362767
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15353 Barranca Parkway
Irvine, CA 92618
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(Address of Principal Executive Offices) (Zip Code)
(949) 453-3990
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Registrant's telephone number, including area code
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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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The Board of Directors of Lantronix, Inc. ("Lantronix"), on August 23,
2004, approved an amendment and restatement of the Lantronix Certificate of
Incorporation to declassify the Board of Directors to provide for the annual
election of all directors. The Amended and Restated Certificate of Incorporation
was then submitted to Lantronix stockholders for approval in the Proxy Statement
for the 2004 Annual Meeting of Stockholders. Lantronix stockholders approved the
Amended and Restated Certificate of Incorporation at the 2004 Annual Meeting of
Stockholders on November 18, 2004. The Amended and Restated Certificate of
Incorporation was filed with the Delaware Secretary of State on June 20, 2005
and is filed with this report as Exhibit 99.1.
The Board of Directors of Lantronix, on July 28, 2005, also approved
Amended and Restated Bylaws of Lantronix to reflect the changes in the Amended
and Restated Certificate of Incorporation relating to the election of directors.
The Amended and Restated Bylaws are filed with this report as Exhibit 99.2.
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: July 28, 2005 By: /s/ James W. Kerrigan
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James W. Kerrigan
Chief Financial Officer
EXHIBIT INDEX
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99.1 Amended and Restated Certificate of Incorporation of
Lantronix, Inc. (filed herewith)
99.2 Amended and Restated Bylaws of Lantronix, Inc. (filed
herewith)
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