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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
________________________________________________________________________________
LANTRONIX, INC.
(Name of Subject Company (issuer))
________________________________________________________________________________
Issuer
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
________________________________________________________________________________
Options to Purchase Common Stock, Par Value $0.0001
(Title of Class of Securities)
________________________________________________________________________________
N/A*
(CUSIP Number of Class of Securities)
________________________________________________________________________________
Marc Nussbaum
Interim Chief Executive Officer
Lantronix, Inc.
15353 Barranca Parkway
Irvine, California 92618
(949) 453-3990
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
________________________________________________________________________________
Copies to:
Jack Sheridan, Esq.
John Turner, Esq. Vincent J. Roth, Esq.
Wilson, Sonsini, Goodrich & Rosati, PC Lantronix, Inc.
650 Page Mill Road 15353 Barranca Parkway
Palo Alto, California 94304-1050 Irvine, California 92618
(650) 493-9300 (949) 453-3990
Calculation of Filing Fee
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Transaction valuation** Amount of filing fee
$1,318,857 $121.35***
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*** Previously Paid
** Set forth the amount on which the filing fee is calculated and state how it
was determined.
Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,964,053 shares of common stock of Lantronix,
Inc. having an aggregate value of $1,318,857.00 as of December 19, 2002 will be
exchanged and/or cancelled pursuant to this offer. The aggregate value of such
options was calculated based on the Black-Scholes option pricing model. The
amount of the filing fee, calculated in accordance with the Securities Exchange
Act of 1934, as amended, equals $92 for each $1,000,000 of the value of the
transaction.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: Not Applicable
Filing Party: Not applicable
Date Filed: Not applicable
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
** There is no trading market or CUSIP number for the options. The CUSIP
number for the underlying common stock is 516548-10-4.
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Introductory Statement.
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Lantronix, Inc., a Delaware corporation ("Lantronix" or the
"Company") with the Securities and Exchange Commission on December 19, 2002 (the
"Schedule TO"), relating to our offer to replace certain outstanding eligible
stock options to purchase shares of our Common Stock, upon the terms and subject
to the conditions described in the Offer to Exchange, as filed and amended.
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The stock option exchange program described in the Offer to Exchange has been
extended until 9:00 pm, Pacific Time, on January 24, 2003. The term "expiration
date" as used throughout the Offer to Exchange is hereby amended and restated as
"9:00 pm, Pacific Time, on January 24, 2003."
ITEM 12. EXHIBITS.
(a) (9) Text of January 20, 2003 email communication to employees who have
not yet participated.
(a) (10) Text of January 20, 2003 email communication to employees announcing
the extension of the expiration date of the Tender Offer.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
LANTRONIX, INC.
/S/ MARC NUSSBAUM
__________________________________
(Signature)
Interim Chief Executive Officer
January 20, 2003
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER
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(a) (1)** Offer to Exchange, dated December 19, 2002.
(2)* Letter from Marc Nussbaum, Interim Chief Executive Officer,
dated December 19, 2002.
(3)* Election Form.
(4)* Withdrawal Form.
(5)* Form of Promise to Grant Stock Option.
(6)* Form of Confirmation of Receipt of Election Form.
(7)* Form of Confirmation of Receipt of Notice to Withdraw From the
Offer.
(8)* Power Point Presentation: Lantronix 2003 Stock Option
Exchange Program
(9) Text of email communication to employees who have not yet
participated.
(10) Text of January 20, 2003 email communication to employees
announcing the extension of the expiration date of the
Tender Offer.
(d) (1)* Lantronix, Inc. 2000 Stock Plan.
(2)* Lantronix, Inc. 1994 Non Statutory Option Plan and form of
stock option agreement for use thereunder.
(3)* Lantronix, Inc. 1993 Incentive Stock Option Plan and form of
stock option agreement for use thereunder.
(4)* Lightwave Communications, Inc. 2001 Stock Plan.
(5)* Premise Systems, Inc. 2001 Stock Option Plan.
* Previously filed as an exhibit to the Schedule TO filed with the Securities
and Exchange Commission on December 19, 2002.
** Previously filed as an exhibit to the Schedule TO (Amendment No. 1) filed
with the Securities and Exchange Commission on January 8, 2003.