=============================================================================== 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): January 29, 2004 LANTRONIX, INC. ______________ (Exact name of registrant as specified in its charter) Delaware 1-16027 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) =============================================================================== 1 Item 7. Financial Statements and Exhibits (c) Exhibits The following exhibit is filed herewith: 99.1 Press Release dated January 29, 2004 announcing Lantronix expects increased revenues and lower cash usage for second fiscal quarter ended December 31, 2003 and a non-cash impairment charge of approximately $2.1-$3.4 million in the December quarter related to the decreased asset value of its Premise software unit. Item 12. Results of Operations and Financial Condition. Lantronix, Inc. announced in a press release on January 29, 2004 it expects increased revenues and lower cash usage for second fiscal quarter ended December 31, 2003 and a non-cash impairment charge of approximately $2.1-$3.4 million in the December quarter related to the decreased asset value of its Premise software unit. A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing. 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: January 29, 2004 By: /S/ MICHAEL S. OSWALD --------------------------- Michael S. Oswald Vice President, General Counsel and Secretary 3 EXHIBIT INDEX ------------- 99.1 Press Release dated January 29, 2004 announcing Lantronix expects increased revenues and lower cash usage for second fiscal quarter ended December 31, 2003 and a non-cash impairment charge of approximately $2.1-$3.4 million in the December quarter related to the decreased asset value of its Premise software unit. 4