sc13ga-ltrx111009.htm
SECURITIES
& EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
SCHEDULE
13G
(Rule
13d-102)
Amendment
No 7
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
LANTRONIX
INC.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title of
Class of Securities)
516548104
(CUSIP
Number)
4
November 2009
(Date of
event which requires filing of this statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule 13G is
filed:
[
] Rule 13d-1(b)
[X] Rule
13d-1(c)
[
] Rule 13d-1(d)
Page 1 of
10 Pages
________________
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 516548104 13G Page
2 of 10 Pages
______________________________________________________________________________________
(1) NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO.
OF
ABOVE PERSONS (ENTITIES ONLY)
Empire Capital Partners,
L.P.
______________________________________________________________________________________
(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [
]
(b) [X]
______________________________________________________________________________________
(3) SEC
USE ONLY
______________________________________________________________________________________
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________________
NUMBER
OF (5) SOLE
VOTING POWER
-0-
SHARES __________________________________________________________________________
BENEFICIALLY (6) SHARED
VOTING POWER
2,917,862 Common
Stock Shares
OWNED
BY __________________________________________________________________________
EACH
(7) SOLE DISPOSITIVE POWER
-0-
REPORTING ________________________________________________________________________
PERSON
WITH (8) SHARED
DISPOSITIVE POWER
2,917,862 Common
Stock Shares
______________________________________________________________________________________
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON
2,917,862
______________________________________________________________________________________
(10) CHECK
BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES
** [ ]
______________________________________________________________________________________
(11) PERCENT
OF CLASS REPRESENTED
BY
AMOUNT IN ROW
(9)
4.8%
______________________________________________________________________________________
(12) TYPE
OF REPORTING PERSON **
PN
______________________________________________________________________________________
**
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
516548104 13G Page 3 of
10 Pages
______________________________________________________________________________________
(1) NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO.
OF
ABOVE PERSONS (ENTITIES ONLY)
Empire GP, L.L.C.
______________________________________________________________________________________
(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [
]
(b) [X]
______________________________________________________________________________________
(3) SEC
USE ONLY
______________________________________________________________________________________
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________________
NUMBER
OF (5) SOLE
VOTING POWER
-0-
SHARES __________________________________________________________________________
BENEFICIALLY (6) SHARED
VOTING POWER
2,917,862 Common
Stock Shares
OWNED
BY __________________________________________________________________________
EACH
(7) SOLE DISPOSITIVE POWER
-0-
REPORTING ________________________________________________________________________
PERSON
WITH (8) SHARED
DISPOSITIVE POWER
2,917,862 Common
Stock Shares
______________________________________________________________________________________
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON
2,917,862
______________________________________________________________________________________
(10) CHECK
BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES
** [ ]
______________________________________________________________________________________
(11) PERCENT
OF CLASS REPRESENTED
BY
AMOUNT IN ROW
(9)
4.8%
______________________________________________________________________________________
(12) TYPE
OF REPORTING PERSON **
OO
______________________________________________________________________________________
CUSIP No.
516548104 13G Page 4 of
10 Pages
______________________________________________________________________________________
(1) NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO.
OF
ABOVE PERSONS (ENTITIES ONLY)
Empire
Capital Management, L.L.C.
______________________________________________________________________________________
(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [
]
(b) [X]
______________________________________________________________________________________
(3) SEC
USE ONLY
______________________________________________________________________________________
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________________
NUMBER
OF (5) SOLE
VOTING POWER
-0-
SHARES ____________________________________________________________________________
BENEFICIALLY (6) SHARED
VOTING POWER
3,112,138 Common
Stock Shares
OWNED BY
__________________________________________________________________________
EACH
(7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________________________
PERSON
WITH (8) SHARED
DISPOSITIVE POWER
3,112,138 Common
Stock Shares
______________________________________________________________________________________
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON
3,112,138
______________________________________________________________________________________
(10) CHECK
BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES
** [
]
______________________________________________________________________________________
(11) PERCENT
OF CLASS REPRESENTED
BY
AMOUNT IN ROW
(9)
5.1%
______________________________________________________________________________________
(12) TYPE
OF REPORTING PERSON **
OO
______________________________________________________________________________________
CUSIP No.
516548104 13G Page
5 of 10 Pages
______________________________________________________________________________________
(1) NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO.
OF
ABOVE PERSONS (ENTITIES ONLY)
Scott A. Fine
______________________________________________________________________________________
(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [
]
(b) [X]
______________________________________________________________________________________
(3) SEC
USE ONLY
______________________________________________________________________________________
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________________
NUMBER
OF (5) SOLE
VOTING POWER
-0-
SHARES ____________________________________________________________________________
BENEFICIALLY (6) SHARED
VOTING POWER
6,030,000 Common Stock
Shares
OWNED BY
___________________________________________________________________________
EACH
(7) SOLE DISPOSITIVE POWER
-0-
REPORTING ________________________________________________________________________
PERSON
WITH (8) SHARED
DISPOSITIVE POWER
6,030,000 Common Stock
Shares
______________________________________________________________________________________
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON
6,030,000
______________________________________________________________________________________
(10) CHECK
BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES
** [
]
______________________________________________________________________________________
(11) PERCENT
OF CLASS REPRESENTED
BY
AMOUNT IN ROW
(9)
9.9%
______________________________________________________________________________________
(12) TYPE
OF REPORTING PERSON **
IN
______________________________________________________________________________________
CUSIP No.
516548104 13G Page 6 of
10 Pages
______________________________________________________________________________________
(1) NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO.
OF
ABOVE PERSONS (ENTITIES ONLY)
Peter J. Richards
______________________________________________________________________________________
(2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [
]
(b) [X]
______________________________________________________________________________________
(3) SEC
USE ONLY
______________________________________________________________________________________
(4) CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________________
NUMBER
OF (5) SOLE
VOTING POWER
-0-
SHARES ____________________________________________________________________________
BENEFICIALLY (6) SHARED
VOTING POWER
6,030,000 Common
Stock Shares
OWNED BY
___________________________________________________________________________
EACH
(7) SOLE DISPOSITIVE POWER
-0-
REPORTING ________________________________________________________________________
PERSON
WITH (8) SHARED
DISPOSITIVE POWER
6,030,000
Common Stock
Shares
______________________________________________________________________________________
(9) AGGREGATE
AMOUNT BENEFICIALLY OWNED
BY
EACH REPORTING PERSON
6,030,000
______________________________________________________________________________________
(10) CHECK
BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES
** [
]
______________________________________________________________________________________
(11) PERCENT
OF CLASS REPRESENTED
BY
AMOUNT IN ROW
(9)
9.9%
______________________________________________________________________________________
(12) TYPE
OF REPORTING PERSON **
IN
______________________________________________________________________________________
CUSIP No.
516548104 13G Page 7 of
10 Pages
Item
1(a). Name of Issuer:
The
name of the issuer is LANTRONIX INC (the "Company").
Item
1(b). Address of Issuer's Principal Executive
Offices:
The
Company's principal executive offices are located 15353 Barranca Parkway,
Irvine, CA 92618.
Item
2(a). Name of Person Filing:
This
statement is filed by:
|
|
(i)
|
Empire
Capital Partners, LP, a Delaware limited partnership ("Empire Capital"),
with respect to the shares of Common Stock (as defined below) directly
owned by it;
|
|
|
(ii)
|
Empire
GP, LLC, a Delaware limited liability company ("Empire GP"), with respect
to the shares of Common Stock directly owned by Empire
Capital;
|
|
|
(iii)
|
Empire
Capital Management, LLC, a Delaware limited liability company ("Empire
Management") with respect to the shares of Common Stock directly owned by
Empire Capital Partners, LTD (the "Empire Overseas Fund"), Charter Oak
Partners, LP and Charter Oak Partners II, LP (the "Charter Oak
Funds");
|
|
|
(iv)
|
Mr.
Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock and
directly owned by Empire Capital, the Empire Overseas Fund and the Charter
Oak Funds and
|
|
|
(v)
|
Mr.
Peter J. Richards ("Mr. Richards") with respect to the shares of Common
Stock directly owned by Empire Capital, the Empire Overseas Fund and the
Charter Oak Funds.
|
The
foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
Item
2(c). Citizenship:
Empire
Capital is a limited partnership organized under the laws of the State of
Delaware. Each of Empire GP and Empire Management is a limited
liability company organized under the laws of the State of
Delaware. Mr. Fine and Mr. Richards are each a United States
citizen.
Item
2(d). Title of Class of Securities:
Common
Stock $0.0001 par value (the "Common Stock")
Item
2(e). CUSIP Number: 516548104
Item
3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a)
[ ] Broker or dealer registered under Section 15 of
the Act,
(b)
[ ] Bank as defined in Section 3(a)(6) of the Act,
(c)
[ ] Insurance Company as defined in Section 3(a)(19)
of the Act,
(d)
[ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940,
(e)
[ ] Investment Adviser in accordance with Rule 13d-1
(b)(1)(ii)(E),
(f)
[ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1 (b)(1)(ii)(F),
(g)
[ ] Parent Holding Company or control person in
accordance with Rule 13d-1 (b)(1)(ii)(G),
(h)
[ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(i) [
] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment Company
Act of 1940,
(j)
[ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If
this statement is filed pursuant to 13d-1(c), check this
box: [x]
CUSIP No.
516548104 13G Page 8 of
10 Pages
Item
4. Ownership.
A. Empire
Capital Partners, L.P. and Empire GP, L.L.C.
(a) Amount
beneficially
owned: 2,917,862 Common
Stock
(b) Percent of
class: 4.8%
The
percentages used herein and in the rest of Item 4 are calculated based upon the
60,510,526 shares of Common Stock issued and outstanding as of May 8, 2009
as reflected in the Company's Form 10-Q filed on May 14, 2009.
(c) (i) Sole
power to vote or direct the
vote: -0-
(ii) Shared power to
vote or direct the
vote: 2,917,862 Common
Stock
(iii) Sole
power to dispose or direct the
disposition: -0-
(iv) Shared
power to dispose or direct the
disposition:
2,917,862
Empire
Capital has the power to dispose of and the power to vote the shares of Common
Stock beneficially owned by it, which power may be exercised by its general
partner, Empire GP. Empire GP does not directly own any shares of
Common Stock. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "Act"), Empire GP may be deemed to own
beneficially the shares owned by Empire Capital.
B. Empire
Management
(a) Amount
beneficially
owned: 3,112,138 Common
Stock
(b) Percent of
class: 5.1%
(c) (i) Sole
power to vote or direct the
vote: -0-
(ii) Shared power to
vote or direct the
vote: 3,112,138 Common
Stock
(iii) Sole power to
dispose or direct the
disposition:
-0-
(iv) Shared power to
dispose or direct the
disposition: 3,112,138
The
Empire Overseas Fund and the Charter Oak Funds each have the power to
dispose of and the power to vote the shares of Common Stock beneficially owned
by them, which power may be exercised by their investment manager, Empire
Management. Empire Management does not directly own any shares of
Common Stock. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "Act"), Empire Management may be deemed to
own beneficially the shares owned by the Empire Overseas Fund and the
Charter Oak Funds.
C. Scott
A. Fine
(a)
Amount beneficially
owned: 6,030,000 Common
Stock
(b)
Percent of
class: 9.9%
(c) (i)
Sole power to vote or direct the
vote: -0-
(ii)
Shared power to vote or direct the
vote: 6,030,000 Common
Stock
(iii)
Sole power to dispose or direct the
disposition: -0-
(iv)
Shared power to dispose or direct the
disposition: 6,030,000
Mr. Fine
and Mr. Richards, as Members, direct the operations of Empire GP and Empire
Management. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the shares beneficially owned by Empire
Capital, the Empire Overseas Fund and the Charter Oak
Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of
Common Stock of the Company.
D. Peter
J. Richards
(a)
Amount beneficially
owned: 6,030,000 Common
Stock
(b)
Percent of
class: 9.9%
(c) (i)
Sole power to vote or direct the
vote: -0-
(ii) Shared power to vote or direct the
vote: 6,030,000 Common
Stock
(iii)
Sole power to dispose or direct the
disposition: -0-
(iv)
Shared power to dispose or direct the
disposition: 6,030,000
Messrs.
Fine and Richards, as Members, direct the operations of Empire GP and Empire
Management. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to beneficially own the shares beneficially owned by Empire
Capital, the Empire Overseas Fund and the Charter Oak Funds. Neither
Mr. Fine nor Mr. Richards directly own any shares of Common Stock of the
Company.
CUSIP No.
516548104 13G Page 9 of
10 Pages
Item
5. Ownership of Five Percent or Less of a
Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of
Another Person.
Empire
GP, the general partner of Empire Capital, has the power to direct the affairs
of Empire Capital, including decisions respecting the disposition of the
proceeds from the sale of the Common Stock. Empire Management, the
investment manager of the Empire Overseas Fund has the power to direct the
affairs of the Empire Overseas Fund, including decisions respecting the
disposition of the proceeds from the sale of the Common Stock. Empire
Management, pursuant to investment management agreements with Charter Oak
and Charter Oak II, has the power to dispose of the proceeds from the sale
of the Common Stock with respect to those assets of the Charter Oak Funds under
its discretion. Mr. Fine and Mr. Richards are the Members of Empire
GP and Empire Management, and in their capacities direct the operations of
Empire GP and Empire Management.
Item
7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
CUSIP No.
516548104 13G Page 10 of
10 Pages
Item
10. Certification.
Each
of the Reporting Persons hereby makes the following certification:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED: 10
November 2009
By: /s/ Scott A.
Fine
Scott
A. Fine
As member
of Empire GP, LLC and Empire Capital Management, LLC
By: /s/ Peter J.
Richards
Peter
J. Richards
As member of Empire GP, LLC and Empire
Capital Management, LLC