lantronix_8k-111308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
13, 2008
LANTRONIX,
INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
|
1-16027
|
|
33-0362767
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
15353
Barranca Parkway
Irvine,
California 92618
(Address
of principal executive offices, including zip code)
(949) 453-3990
(Registrant’s
telephone number, including area code)
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 (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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
On
November 13, 2008, the Compensation Committee of the Board of Directors of
Lantronix, Inc. (the “Company”), approved the issuance of an award of restricted
stock under the Company’s Long Term Incentive Plan (the “LTIP”) to Jerry D.
Chase, President and Chief Executive Officer and Reagan Y. Sakai, Chief
Financial Officer and Secretary. Under the terms of the LTIP, Mr.
Chase and Mr. Sakai will receive 432,000 and 250,000 shares of restricted stock,
respectively. The restricted shares cliff vest on a pro rata basis over 4-years
beginning September 1, 2009, subject to continued employment. The
LTIP restricted stock awards were made from the Company’s 2000 Stock
Plan.
On
November 13, 2008, the Compensation Committee of the Board of Directors of the
Company, approved the Fiscal 2009 Annual Performance Plan (the “Performance
Plan”) for Mr. Chase and Mr. Sakai. Under the terms of the
Performance Plan, Mr. Chase and Mr. Sakai shall be eligible for a performance
award of $250,000 and $125,000, respectively. The performance award
shall be paid in shares of vested common stock if minimum revenue and non-GAAP
income objectives are met for the fiscal year ended June 30, 2009, subject to
continued employment. These Performance Plan awards were also made
from the Company’s 2000 Stock Plan. The Compensation Committee shall
have the exclusive and final discretionary authority and power to determine
employee eligibility to participate and receive payment under the Performance
Plan, to determine the amount of payment under the Performance Plan, to construe
terms and provisions of the Performance Plan, and to exercise all other powers
specified in the Performance Plan or which may be implied from the provisions of
the Performance Plan.
The
descriptions of the LTIP restricted stock awards and Performance Plan awards set
forth above are qualified in all respects by reference to the forms of
Performance Award Agreement and Long-Term Incentive Award Agreement, which are
filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and
incorporated by reference herein.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits. The
following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
|
|
|
10.1
|
Form
of Performance Award Agreement.
|
|
|
|
|
10.2
|
Form
of Long-Term Incentive Award
Agreement.
|
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.
|
|
Date: November
19, 2008
|
LANTRONIX,
INC.,
a
Delaware corporation
|
|
|
|
|
|
|
By:
|
/s/ Reagan Sakai
|
|
|
|
|
Reagan
Sakai
Chief
Financial Officer
|
EXHIBIT
INDEX
|
|
|
|
|
|
|
|
|
10.1
|
|
Form
of Performance Award Agreement
|
|
|
|
|
10.2
|
|
Form
of Long-Term Incentive Award
Agreement
|