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Form 8-K LANTRONIX INC For: Aug 01

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August 2, 2019 8:16 AM EDT

 

UNITED STATES

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): August 1, 2019

 

 

Lantronix, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware   1-16027   33-0362767
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)
         
7535 Irvine Center Drive, Suite 100
Irvine, California 92618
(Address of Principal Executive Offices, including zip code)
         
Registrant’s telephone number, including area code:  (949) 453-3990
 
Not Applicable
(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:

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock, $0.0001 par value LTRX The NASDAQ Stock Market LLC
       

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

   
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On August 1, 2019, the board of directors (the “Board”) of Lantronix, Inc. (the “Company”) approved an increase in the size of the Board from six to seven members, and appointed Margaret A. Evashenk as a non-employee director to fill the vacancy created by the increase in the size of the Board, with such appointment effective as of August 1, 2019. There is no arrangement or understanding pursuant to which Ms. Evashenk was appointed as a director, and there are no related party transactions between the Company and Ms. Evashenk that would require disclosure under Item 404(a) of Regulation S-K.

 

Ms. Evashenk will be compensated for her services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in Exhibit 99.3 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (“SEC”) on September 8, 2015. Accordingly, Ms. Evashenk was granted 2,630 restricted stock units (“RSUs”), with a grant date of August 1, 2019 pursuant to the Company’s 2010 Amended and Restated 2010 Stock Incentive Plan. The RSUs shall vest such that 50% of the RSUs will vest on February 1, 2020, and the remaining 50% of the RSUs shall vest on August 1, 2020. In the event that Ms. Evashenk is not duly re-elected to the Board at the Company’s next annual meeting of the Corporations’ stockholders, then any remaining unvested RSUs shall immediately vest as of the day of such annual meeting of the Corporation’s stockholders. This RSU grant represents a pro-rated amount of the annual equity grant to the Company’s non-employee directors.

 

In connection with Ms. Evashenk’s appointment as a director of the Company, the Company and Ms. Evashenk entered into an Indemnification Agreement dated August 1, 2019, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on June 20, 2016.

 

Item 7.01Regulation FD Disclosure.

 

The Company issued a press release on August 1, 2019, announcing the appointment of Ms. Evashenk to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

  

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

Exhibit   Description
     
99.1   Press Release dated August 1, 2019

 

 

 

 

 

 

 

 2 
 

 

SIGNATURES

 

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.,

a Delaware corporation

     
  By:  

/s/ Jeremy Whitaker

      Jeremy Whitaker
      Chief Financial Officer

 

Date: August 2, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 99.1

 

 

Immediate Release

 

Lantronix Appoints Margie Evashenk to Its Board of Directors

 

Irvine, CA – August 1, 2019 – Lantronix, Inc. (the “Company”) (NASDAQ: LTRX), a global provider of secure data access and management solutions for the industrial Internet of Things (IoT), today announced that technology executive Margie Evashenk is joining the board of directors as an independent director, expanding the Company’s Board of Directors to seven members.

 

“I’m excited to have a director of Margie’s caliber join our board,” said Paul Pickle, president, and CEO of Lantronix. “Her experience in the technology sector and her track record in innovation will make her an important addition to Lantronix.”

 

“Lantronix is at an exciting stage in its development. With a reinvigorated management team in place, the Company is positioned to execute on both its organic and strategic growth strategies,” said Evashenk. “The recent acquisition of Maestro & FALCOM demonstrates the management team’s determination to execute, and I am looking forward to working with Paul and the Board to help guide Lantronix on its strategic path.”

 

Evashenk has 30 years of experience in the hi-tech industry in multiple roles, including executive management, engineering management and board-level positions, while focusing on Enterprise Storage and Networking, and Artificial Intelligence. She is currently the CEO and a director of Kazan Networks, a privately held start-up that produces high-performance NVMe over Fabrics technology. From April 2015 to June 2018, Evashenk served as a director of Open-Silicon, a private semiconductor company which was sold to SiFive in June 2018. Evashenk’s wide range of industry experience also includes overseeing Emulex Corporation’s global engineering functions as a Senior Vice President and Chief Development Executive, co-founding storage semiconductor start-up Sierra Logic, and leading strategy for minds.ai, an artificial intelligence consultancy. She started her career at Hewlett-Packard and Agilent Technologies, holding various engineering and management positions. Evashenk is a graduate of the University of California, Davis with a B.S in Electrical Engineering.

 

About Lantronix

 

Lantronix, Inc. is a global provider of secure data access and management solutions for Internet of Things (IoT) assets. Our mission is to be the leading supplier of IoT solutions that enable companies to dramatically simplify the creation, deployment, and management of IoT projects while providing secure access to data for applications and people.

 

With more than two decades of experience in creating robust machine to machine (M2M) technologies, Lantronix is an innovator in enabling our customers to build new business models and realize the possibilities of the Internet of Things. Our connectivity solutions are deployed inside millions of machines serving a wide range of industries, including industrial, medical, security, transportation, retail, financial, environmental and government.

 

Forward-Looking Statements

 

This news release contains forward-looking statements, including statements concerning our opportunities for growth and increased shareholder value. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. We have based our forward-looking statements on our current expectations and projections about trends affecting our business and industry and other future events. Forward-looking statements are inherently subject to substantial risks and uncertainties that could cause our results or experiences, or future business, financial condition, results of operations or performance, to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this news release. Some of the risks and uncertainties that may cause actual results to differ from those expressed or implied in the forward-looking statements are described in “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, as well as in our other filings with the SEC. In addition, actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business. For these reasons, investors are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements we make speak only as of the date hereof. We expressly disclaim any intent or obligation to update any forward-looking statements after the date hereof to conform such statements to actual results or to changes in our opinions or expectations, except as required by applicable law or the rules of the NASDAQ Stock Market, LLC. If we do update or correct any forward-looking statements, investors should not conclude that we will make additional updates or corrections.

 

Lantronix is headquartered in Irvine, California. For more information, visit www.lantronix.com.

 

Lantronix Media Contact: Lantronix Analyst and Investor Contact:
Gail Kathryn Miller Jeremy Whittaker
Corporate Marketing & Communications Manager Chief Financial Officer
[email protected] [email protected]
949-453-7158 949-453-7241

 

Lantronix Sales:

[email protected]

Americas +1 (800) 422-7055 (US and Canada) or +1 949-453-3990

Europe, Middle East and Africa +31 (0)76 52 36 744

Asia Pacific + 852 3428-2338

China + 86 21-6237-8868

Japan +81 (0) 50-1354-6201

India +91 994-551-2488

 

 

© 2019 Lantronix, Inc. All rights reserved.


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