LANTRONIX
8-K, EX-99.1, 2000-12-29
COMPUTER COMMUNICATIONS EQUIPMENT
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                                                                    EXHIBIT 99.1

           LANTRONIX, INC. TO ACQUIRE UNITED STATES SOFTWARE COMPANY

     IRVINE, Calif.--(BUSINESS WIRE)--Dec. 18, 2000--

     Enables Device Server Technology to Now be Deployed on a Wide Variety of
Embedded Hardware Platforms.

     Lantronix, Inc. (Nasdaq: LTRX), the pioneer of Device Server(TM)
Technology, today announced a definitive agreement to acquire privately held
United States Software Company of Hillsboro, Oregon, a leading software
solutions provider for embedded technology applications. The acquisition has
been approved by the board of directors of each company and is subject to
various closing conditions. Founded in 1975, US Software, a profitable company
has 25 employees all based in Hillsboro, Oregon, and is headed by CEO, Donald
Dunstan.

     Under the terms of the agreement, Lantronix common stock and cash worth an
aggregate value of approximately $7.0 million dollars will be exchanged for all
outstanding shares and options of US Software. Lantronix will also issue up to
an aggregate of approximately $9.75 million of its common stock to the
shareholders of US Software if certain revenue and profit milestones related to
the US Software business are met through June 30, 2004. This acquisition will be
accounted for as a purchase and is expected to be completed prior to the end of
2000. In connection with the acquisition, Lantronix expects a operating profit
gain of approximately $0.01 per share for fiscal 2001. Also under the terms of
the agreement, all employees of US Software will remain with the Company.

     Fred Thiel, CEO of Lantronix, commented, "Acquiring US Software's 25 years
of experience and high level of engineering expertise will further the
capabilities of Lantronix's Device Server(TM) Technology and strengthen the
Company's position in the rapidly growing market, by enabling core elements of
Device Server(TM) Technology to now run on the most popular embedded hardware
platforms, opening up new opportunities for Lantronix and its customers.
Lantronix expects this acquisition to be accretive to the company's earnings and
we believe it will help us accelerate our revenue growth rate in fiscal 2002".

     Mr. Thiel continued, "The flexibility of US Software's Real-Time Operating
System (RTOS), protocols, and applications will enable Lantronix to rapidly
fulfill the needs of our diverse customer base by delivering complete network
enabling technology in less time on a wide variety of embedded hardware
solutions. Additionally, US Software's strong presence in key markets and
relationships with strategic customers will facilitate the expansion of our
customer base. This merger fits with Lantronix's strategy of being a leader in
embedded network connectivity".

     Don Dunstan, CEO of US Software, stated, "We are pleased to have reached
this agreement with Lantronix and feel the synergies between our technologies
and corporate philosophies make this an ideal situation in many ways. We look
forward to making the transition and the combined resources of Lantronix and US
Software will allow us to further grow the business and extend our leading
position worldwide."
<PAGE>

     About U S Software.

     U S Software, a profitable privately held company, has earned a reputation
for providing reliable products that are compact, extremely fast, and easy to
implement. For over twenty-five years the company has provided solutions for
thousands of embedded applications. Its products, which support all major
embedded microprocessors, include: SuperTask!(R) real-time operating system,
TronTask!(R) multitasking kernel compatible with uITRON, SuperPeg(TM) portable
embedded GUI, USNET(R) embedded TCP/IP protocol suite, embedded Web Server,
NetPeer(TM) embedded desktop interface and distributed operating environment,
USFiles(R) processor and RTOS independent file system, GOFAST(R) floating point
libraries. About Lantronix.

     Lantronix, Inc, the pioneer of Device Server(TM) Technology, adds
intelligence to devices, allowing them to be smarter and leverage the power of
networks and the Internet for real-time access to information, and device
management. Lantronix's Device Server Technology adds intelligence to almost any
device enabling them to be accessed, managed, controlled, reprogrammed and
configured or reconfigured over the Internet or other networks using standard
protocols for connectivity, including fiber optics, Ethernet and wireless.
Lantronix was established in 1989, and its headquarters are in Irvine,
California. For more information, visit the company on the Internet at
www.deviceserver.com This press release contains statements relating to future
plans, events or performance that involve risks and uncertainties. These risks
include, but are not limited to, the actual growth experienced by our target
markets particularly the Device market, the receipt of actual orders from
customers for our Device and Multiport Device Server products in line with our
current expectations, the continued migration of the mix of our product sales to
the higher margin Device Business, and the continued progress of our Research
and Development efforts towards our end to end solution under development.
Because of these and the other risk factors identified in our SEC filings our
actual results, events and performance may differ materially. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Lantronix undertakes no obligation to release
publicly the result of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.


CONTACT: Lantronix, Inc.

         Steven V. Cotton
         Chief Operating Officer/
         Chief Financial Officer
         949-453-7115

         or

         Lantronix, Inc.
         Aubrye A. Harris
         Investor Relations Manager
         949-450-7219


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