lantronix_8k-121809.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-16027
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33-0362767
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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167
Technology Drive
Irvine,
California 92618
(Address
of principal executive offices, including zip code)
(949) 453-3990
(Registrant’s
telephone number, including area code)
15353
Barranca Parkway
Irvine,
California 92618
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On November 18, 2009, Lantronix, Inc. (the “Company”)
stockholders approved a proposal to authorize the Company’s Board of Directors
(the “Board”) to implement, at its discretion, a reverse stock split of the
Company’s outstanding shares of common stock within a range of one-third to
one-sixth of a share for each outstanding share of common stock, and to file an
Amendment to the Company’s Certificate of Incorporation (the “Certificate of
Amendment”) to effect such a reverse stock split. The Board has authorized a
one-for-six reverse stock split of the Company’s common stock and on
December 18, 2009, the Company filed the Certificate of Amendment.
The
reverse stock split is intended to enable the per share trading price of the
Company’s common stock to satisfy the minimum bid price requirement for
continued listing set forth in NASDAQ Listing Rule 5550(a)(2) (the
“Rule”). As previously reported, on October 8, 2009, the Company was
notified by the NASDAQ Staff that the Company had not regained compliance with
the Rule. As a result, the Company requested a hearing and appeared
before a NASDAQ Listing Qualifications Panel where it presented its plan of
compliance. Subsequent to the hearing, the Panel granted the
Company’s request for continued listing, subject to the condition that, on or
before January 8, 2010, the Company’s stock price must have a closing bid price
of $1.00 or more for a minimum of ten prior consecutive trading
days.
As a
result of the reverse stock split, every six shares of the Company’s issued and
outstanding common stock will be combined into one share of common
stock. The reverse stock split will not change the number of
authorized shares of the Company’s common stock. To reflect the reverse stock
split, NASDAQ will append the fifth character “D” to the Company’s ticker symbol
for 20 business days. During that time, the Company’s common stock
will continue to be listed on NASDAQ and trade under “LTRXD.”
No
fractional shares of common stock will be issued as a result of the reverse
stock split. In lieu of any fractional share interest, each holder of common
stock who, as a result of the reverse stock split would otherwise receive a
fractional share of common stock, will be entitled to receive cash in an amount
equal to the product obtained by multiplying (i) the closing price of the
Company’s common stock on the effective date of the reverse stock split as
reported on The Nasdaq Capital Market by (ii) the number of shares of the
Company’s common stock held by a holder that would otherwise have been exchanged
for a fractional share interest.
Following
the reverse stock split, the Company expects to have approximately 10.3 million
shares of common stock outstanding as of the filing of the Company’s most recent
Quarterly Report on Form 10-Q. The reverse stock split will affect
all shares of the Company’s common stock, including common stock underlying
stock options, restricted stock and warrants that are outstanding immediately
prior to the effective time of the reverse stock split.
Additional
information about the reverse stock split is available in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on
October 8, 2009.
The
Amendment is attached hereto as Exhibit 3.10 and is incorporated by reference
herein. The press release announcing the reverse stock split is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
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Financial
Statements and Exhibits.
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(d) Exhibits. The
following material is filed as an exhibit to this Current Report on Form
8-K:
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Exhibit
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3.10
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Certificate
of Amendment to Amended and Restated Certificate of
Incorporation
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99.1
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Press
Release of Lantronix, Inc., dated December 18, 2009, announcing reverse
stock split
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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.
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LANTRONIX,
INC.,
a
Delaware corporation
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Date: December
18, 2009
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By:
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/s/ Reagan
Sakai |
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Reagan
Sakai
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Chief
Financial Officer
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