=============================================================================== 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): November 8, 2004 ______________ LANTRONIX, INC. (Exact name of registrant as specified in its charter) Delaware 333-37508 33-0362767 ----------------------- -------------- ----------------- (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 (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) =============================================================================== 1 Item 2.02 Results of Operations and Financial Condition. Lantronix, Inc. announced in a press release on November 8, 2004 the preliminary results of its first fiscal quarter ending September 30, 2004. A copy of this press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the company, whether made before or after the date of this report, regardless of any general incorporation language in the filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated November 8, 2004 announcing results of first fiscal quarter ending September 30, 2004 with selected consolidated balance sheet data and selected unaudited consolidated statement of operations data. 2 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: November 8, 2004 By: /s/ James W. Kerrigan -------------------------- James W. Kerrigan Chief Financial Officer 3 EXHIBIT INDEX ------------- 99.1 Press Release dated November 8, 2004 announcing results of first fiscal quarter ending September 30, 2004 with selected consolidated balance sheet data and selected unaudited consolidated statement of operations data. 4