================================================================================
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. 3)
________________________________________________________________________________
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
================================================================================
Transaction valuation** Amount of filing fee
$1,318,857 $121.35***
================================================================================
*** 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.
[X] 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: $121.35
Form or Registration No.: Schedule TO
Filing Party: Lantronix, Inc.
Date Filed: December 19, 2002
[_] 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.
================================================================================
Introductory Statement.
This Amendment No. 3, our final amendment to our Offer to Exchange, 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, as amended on January 8, 2003 and
January 21, 2003 (as so amended, the "Schedule TO"), relating to our Offer to
Exchange certain outstanding eligible stock options to purchase shares of our
Common Stock, upon the terms and subject to the conditions described in the (i)
Offer to Exchange, (ii) the Election Form, and (iii) the Notice to Withdraw from
the Offer.
The Offer to Exchange, including all withdrawal rights, expired at 9:00
p.m., Pacific Time, on Friday, January 24, 2003. Pursuant to the terms and
conditions of the Offer to Exchange, a total of 78 eligible optionees
participated in the option replacement program. We have accepted for
cancellation options to purchase 1,378,124 shares of our common stock. Subject
to the terms and conditions of the Offer to Exchange, we will grant new options
to purchase 1,033,593 shares of our common stock effective as of July 28, 2003
in exchange for the options surrendered and accepted pursuant to the Offer to
Exchange.
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 27, 2003