As filed with the Securities and Exchange Commission on October 26, 2001
Registration No. 333-
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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)
____________________
Synergetic Micro Systems,
Incorporated
Stock Option Plan
(Full titles of the plans)
_______________
Frederick G. Thiel
President and Chief Executive Officer
LANTRONIX, INC.
15353 Barranca Parkway
Irvine, California 92618
(949) 453-3990
(Name, address and telephone number of agent for service)
______________________
Copy to:
John V. Roos, Esq.
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Registered Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered (1) Share Price (2) Registration Fee
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Common Stock, $0.0001 par value
(currently outstanding options) (1) 615,705 shares $2.28 $1,402,571.40 $350.65
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(1) Synergetic Micro Systems, Incorporated Stock Option Plan.
(2) With respect to the 615,705 shares which are subject to outstanding options
to purchase common stock under the Synergetic Micro Systems, Incorporated
Stock Option Plan, the Proposed Maximum Offering Price Per Share was
estimated pursuant to Rule 457(h) under which the per share price of
options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. The exercise
price of 513,000 shares subject to outstanding options under the plan is
$2.44. The exercise price of 102,620 shares subject to outstanding options
under the plan is $1.47.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Incorporated by reference in this Registration Statement are the
following documents and information previously filed with the Securities and
Exchange Commission:
(a) Lantronix, Inc.'s (the "Company's") Annual Report on Form 10-K for
the fiscal year ended June 30, 2001, filed on October 11, 2001 pursuant to
Section 13 of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The following reports were filed by the Company since the fiscal
year ended June 30, 2000, pursuant to Section 13 of the Exchange Act: the
Company's Current Report on Form 8-K filed on October 24, 2001.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12(g) of
the Exchange Act.
(d) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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None.
Item 6. Indemnification of Directors and Officers
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The Company'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.
The Company's Bylaws provide that the Company shall indemnify its
officers and directors and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit it to secure insurance on
behalf of any officer, director,
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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 Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Bylaws. These agreements, among other things, indemnify the Company'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 Company, arising out of such
person's services as a director or officer of the Company, any subsidiary of the
Company or any other company or enterprise to which the person provides services
at the request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain qualified persons as directors
and officers.
Item 7. Exemption From Registration Claimed
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Not applicable.
Item 8. Exhibits
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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
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(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
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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 October 25, 2001.
LANTRONIX, INC.
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By: /s/ Frederick G. Thiel
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Frederick G. Thiel
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frederick G. Thiel and Steven V. Cotton,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him 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 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/ Bernard Bruscha Chairman of the Board October 25, 2001
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(Bernard Bruscha)
/s/ Frederick G. Thiel President, Director and Chief Executive
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(Frederick G. Thiel) Officer (Principal Executive Officer) October 25, 2001
/s/ Steven V. Cotton Chief Financial Officer and Chief
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(Steven V. Cotton) Operating Officer (Principal Financial and October 25, 2001
Accounting Officer)
/s/ Thomas W. Burton Director October 25, 2001
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(Thomas W. Burton)
/s/ Howard Slayen Director October 25, 2001
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(Howard Slayen)
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LANTRONIX, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Synergetic Micro Systems, Incorporated Stock Option 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-4)
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