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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):
December 16, 2000
Lantronix, Inc
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(Exact name of registrant as specified in its charter)
Delaware 333-37508 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
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (949) 453-3990
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On December 16, 2000, Lantronix, Inc. ("Lantronix") and United States
Software Corporation ("US Software") announced they had entered into an
Agreement and Plan of Reorganization, dated December 16, 2000, whereby Lantronix
through its wholly owned subsidiary, USS Acquisition Corporation, would acquire
US Software. Under the terms of this acquisition, US Software principals
received $2,500,000 in cash and 653,846 shares of the Registrant's common stock.
US Software shareholders may also earn up to an additional 1,625,000 shares of
Lantronix common stock if US Software is able to meet certain revenue targets
for the period from December 1, 2000 through June 30, 2004.
A copy of the Agreement and Plan of Reorganization, excluding the annexes,
schedules and exhibits thereto, is included herein as Exhibit 2.1 and a copy of
the press release with respect to this transaction in included herein as Exhibit
99.1. Such Agreement and Plan of Reorganization and press release are
incorporated by reference into this Item 2.
The Registrant intends to file financial information relating to US
Software in a subsequent Current Report on Form 8-K or Form 8-K/A on or before
February 28, 2001.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed herewith:
2.1 Agreement and Plan of Reorganization, dated December 16, 2000,
among Lantronix, Inc., USS Acquisition Corporation, United
States Software Corporation, and Donald Dunstan and Diane
Dunstan.
99.1 Text of Press Release, dated December 18, 2000, titled
"Lantronix, Inc. to Acquire United States Software Company."
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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: December 29, 2000 By: /s/ Steven V. Cotton
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Steven V. Cotton
Chief Financial Officer
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EXHIBIT INDEX
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2.1 Agreement and Plan of Reorganization, dated December 16, 2000,
among Lantronix, Inc., USS Acquisition Corporation, United
States Software Corporation, and Donald Dunstan and Diane
Dunstan.
99.1 Text of Press Release, dated December 18, 2000, titled
"Lantronix, Inc. to Acquire United States Software Company."
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