Lantronix Inc – ‘425’ on 1/15/03 re: Lantronix Inc

On:  Wednesday, 1/15/03, at 8:29pm ET   ·   As of:  1/16/03   ·   Accession #:  1114925-3-7   ·   File #:  1-16027

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Pp Slide W/Reverse Split Example                       1      6K 


                                                        Filed by Lantronix, Inc.
                          Pursuant  to Rule 425 under the Securities Act of 1933
                                  and  deemed filed pursuant to Rule 14a-6 under
                                            the  Securities Exchange Act of 1934

                                               Subject  Company: Lantronix, Inc.
                                                  Commission  File No. 005-60979

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This  filing  relates  to  a  tender  offer  extended  to  US-based employees of
Lantronix,  Inc.  (the  "Company")  originally  filed  on  Schedule  TO with the
Commission on December 12, 2002 and amended on January 8, 2003 (collectively the
"Offer"). The Offer allows employees to surrender for cancellation certain stock
options  and  later  receive new options under terms set forth in the Offer. The
following  is  a  slide  added  to the Power Point Presentation filed as Exhibit
(a)(8)  to  the  Schedule  TO.  The  presentation  is  used  to inform Lantronix
employees  on  aspects  of  the  Offer.  This  new  slide  was used on Wednesday
afternoon,  January  15,  2003  and  was  added to the presentation to provide a
hypothetical  example  to  employees of how an option grant would be affected if
the  reverse  stock  split  were  initiated.                                    

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[SLIDE]                                                                         

[LANTRONIX LOGO]                                                                

Breakeven  Example  -  If  Reverse  Split                                       

                                  Profit at this FMV
                                 -----------------------------------------------
Strike    Number of                                     
           Price     Options    $2.00  $6.00   $10.00  $14.00  $18.00   $20.00
----------  --------  ---------  -----  ------  ------  ------  -------  -------
Current                                                                         
Option      $6.00     1000       $ ---  $ ---   $4,000  $8,000  $12,000  $14,000

New Option  $1.50      750       $375   $3,375  $6,375  $9,375  $12,375  $13,875

if split                                                                        
3:1         $18.00     334       $ ---  $ ---   $ ---   $ ---   $ ---    $   668

if  split                                                                       
3:1          $4.50     250       $ ---  $375    $1,375  $2,375  $ 3,375  $ 3,875

There  is no way of knowing what the new option strike price or the annual stock
growth  rate  will  be.  This  example  is  for  illustrative  purposes  only.  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘425’ Filing		Date		Other Filings
Filed as of:		1/16/03
Filed on:		1/15/03
		1/8/03		SC TO-I/A
		12/12/02
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