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As filed with the Securities and Exchange Commission on August 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LANTRONIX, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0362767
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15353 Barranca Parkway
Irvine, California 92618
(Address of principal executive offices)
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1993 Incentive Stock Option Plan
1994 Nonstatutory Stock Option Plan
2000 Stock Plan
2000 Employee Stock Purchase Plan
(Full titles of the plans)
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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
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
1993 Incentive Stock Option
Plan Common Stock,
$0.0001 par value
(currently outstanding
options) (1) 2,959,995 shares $2.11 $6,245,589.45 $1,649
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1993 Incentive Stock Option
Plan Common Stock,
$0.0001 par value
(options available for
future grant) (2) 447,989 shares $9.97 $4,466,450.33 $1,179
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1994 Nonstatutory Stock
Option Plan Common Stock,
$0.0001 par value
(currently outstanding
options) (3) 2,608,475 shares $1.42 $3,704,034.50 $978
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1994 Nonstatutory Stock
Option Plan Common Stock,
$0.0001 par value
(options available for
future grant) (4) 6,890,264 shares $9.97 $68,695,932.08 $18,136
------------------------------------------------------------------------------------------------------------------------------------
2000 Stock Plan Common
Stock, $0.0001 par
value (5) 1,000,000 shares $9.97 $9,970,000.00 $2,632
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2000 Employee Stock Purchase
Plan Common Stock, $0.0001
par value (6) 750,000 shares $8.47 $6,352,500.00 $1,677
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Total Registration Fees $26,251
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</TABLE>
(1) The computation is based upon the weighted average exercise price per share
of $2.11 as to 2,959,995 outstanding but unexercised options to purchase
Common Stock under the 1993 Incentive Stock Option Plan.
(2) The Proposed Offering Price Per Share has been estimated in accordance with
Rule 457(h) under the Securities Act of 1933 as to the remaining 338,788
shares of Common Stock authorized for issuance pursuant to the 1993
Incentive Stock Option Plan solely for the purpose of calculating the
registration fee. No options have been granted with respect to such shares.
The computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on August 28, 2000
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(3) The computation is based upon the weighted average exercise price per share
of $1.42 as to 2,608,475 outstanding but unexercised options to purchase
Common Stock under the 1994 Nonstatutory Stock Option Plan.
(4) The Proposed Offering Price Per Share has been estimated in accordance with
Rule 457(h) under the Securities Act of 1933 as to the remaining 6,890,264
shares of Common Stock authorized for issuance pursuant to the 1993
Incentive Stock Option Plan solely for the purpose of calculating the
registration fee. No options have been granted with respect to such shares.
The computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on August 23, 2000
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(5) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
1,000,000 shares of Common Stock authorized for issuance pursuant to the
2000 Stock Plan solely for the purpose of calculating the registration fee.
No options have been granted with respect to such shares. The computation is
based upon the average of the high and low price of the Common Stock as
reported on the Nasdaq National Market on August 28, 2000 because the price
at which the options to be granted in the future may be exercised is not
currently determinable.
(6) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
750,000 shares of Common Stock authorized for issuance pursuant to the 2000
Employee Stock Option Plan solely for the purpose of calculating the
registration fee. The computation is based upon 85% (see explanation in
following sentence) of the average of the high and low price of the Common
Stock as reported on the Nasdaq National Market on August 28, 2000 because
the price at which the options to be granted in the future may be exercised
is not currently determinable. Pursuant to the Employee Stock Purchase Plan,
which plan is incorporated by reference herein, the Purchase Price of a
share of Common Stock shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or the Exercise
Date, whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
---------------------------------------
Lantronix, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's audited financial statements as of June 30, 1998 and
1999 and March 31, 2000, and for the years ended June 30, 1997, 1998 and 1999
and the nine months ended March 31, 2000, included in the Prospectus, dated
August 4, 2000, filed pursuant to Rule 424 (b)(4) under the Securities Act of
1933 on August 4, 2000.
(b) The description of the Company's Common Stock to be offered hereby
is contained in the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on August 2, 2000 pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
(c) 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 duly 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, 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.
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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
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
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
------------
(a) The undersigned registrant hereby undertakes:
(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) Filing incorporating subsequent Exchange Act documents by reference
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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.
(c) Request for acceleration of effective date or filing of
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registration statement on Form S-8
----------------------------------
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
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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 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 San Francisco, State of California, on September 5,
2000.
LANTRONIX, INC.
---------------
By: /s/ Frederick G. Thiel
-----------------------------------------
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board
------------------------------
(Bernard Bruscha)
/s/ Frederick G. Thiel President and Chief Executive Officer September 5, 2000
------------------------------ (Principal Executive Officer)
(Frederick G. Thiel)
/s/ Steven V. Cotton Chief Financial Officer and Chief September 5, 2000
------------------------------ Operating Officer (Principal Financial
(Steven V. Cotton) and Accounting Officer)
/s/ Thomas W. Burton Director September 5, 2000
------------------------------
(Thomas W. Burton)
/s/ W. Brad Freeburg Director September 5, 2000
------------------------------
(W. Brad Freeburg)
</TABLE>
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LANTRONIX, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
3.1* Certificate of Incorporation of Registrant
3.2* Bylaws of Registrant
4.1* 1993 Incentive Stock Option Plan
4.2* 1994 Nonstatutory Stock Option Plan
4.3* 2000 Stock Plan and form of stock option agreement for use thereunder
4.4* 2000 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality
of securities being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
23.3 Consent of KPMG LLP
24.1 Power of Attorney (see Page II-5)
</TABLE>
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* Incorporated by reference to the exhibit filed with the Company's registration
statement on Form S-1 (File No. 333-37508) filed with the Securities and
Exchange Commission on May 19, 2000 and June 13, 2000.
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