content: <PAGE>
  
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):
                                December 16, 2000
  
  
                                 Lantronix, Inc
                                 ______________
              (Exact name of registrant as specified in its charter)
  
  
  
            Delaware                    333-37508                33-0362767
  ----------------------------        --------------        -------------------
  (State or other jurisdiction         (Commission             (IRS Employer
        of incorporation               File Number)         Identification No.)
  
  
                              15353 Barranca Parkway
                                    Irvine, CA
                                       92618
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (949) 453-3990
  
  
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  
  -------------------------------------------------------------------------------
  <PAGE>
  
  Item 2. Acquisition or Disposition of Assets
  
       On December 16, 2000, Lantronix, Inc. ("Lantronix") and United States
  Software Corporation ("US Software") announced they had entered into an
  Agreement and Plan of Reorganization, dated December 16, 2000, whereby Lantronix
  through its wholly owned subsidiary, USS Acquisition Corporation, would acquire
  US Software.  Under the terms of this acquisition, US Software principals
  received $2,500,000 in cash and 653,846 shares of the Registrant's common stock.
  US Software shareholders may also earn up to an additional 1,625,000 shares of
  Lantronix common stock if US Software is able to meet certain revenue targets
  for the period from December 1, 2000 through June 30, 2004.
  
       A copy of the Agreement and Plan of Reorganization, excluding the annexes,
  schedules and exhibits thereto, is included herein as Exhibit 2.1 and a copy of
  the press release with respect to this transaction in included herein as Exhibit
  99.1.  Such Agreement and Plan of Reorganization and press release are
  incorporated by reference into this Item 2.
  
       The Registrant intends to file financial information relating to US
  Software in a subsequent Current Report on Form 8-K or Form 8-K/A on or before
  February 28, 2001.
  
  
  Item 7.   Financial Statements and Exhibits
  
       (c)  Exhibits
  
            The following exhibits are filed herewith:
  
            2.1   Agreement and Plan of Reorganization, dated December 16, 2000,
                  among Lantronix, Inc., USS Acquisition Corporation, United
                  States Software Corporation, and Donald Dunstan and Diane
                  Dunstan.
  
            99.1  Text of Press Release, dated December 18, 2000, titled
                  "Lantronix, Inc. to Acquire United States Software Company."
  
                                        -2-
  <PAGE>
  
                                     SIGNATURE
  
       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.
  
                                            LANTRONIX, INC.
  
  
  
  Date: December 29, 2000               By: /s/ Steven V. Cotton
                                            ---------------------------
                                            Steven V. Cotton
                                            Chief Financial Officer
  
                                        -3-
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
            2.1   Agreement and Plan of Reorganization, dated December 16, 2000,
                  among Lantronix, Inc., USS Acquisition Corporation, United
                  States Software Corporation, and Donald Dunstan and Diane
                  Dunstan.
  
            99.1  Text of Press Release, dated December 18, 2000, titled
                  "Lantronix, Inc. to Acquire United States Software Company."
  
                                        -4-
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metadata_filer: {"company-data": {"conformed-name": "LANTRONIX", "cik": "0001114925", "assigned-sic": "3576", "irs-number": "330362767", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-16027", "film-number": "799145"}, "business-address": {"street1": "15353 BARNANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9494533990"}, "mail-address": {"street1": "15353 BARNANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):
                                December 16, 2000
  
                                 Lantronix, Inc
                                 ______________
              (Exact name of registrant as specified in its charter)
  
            Delaware                    333-37508                33-0362767
  ----------------------------        --------------        -------------------
  (State or other jurisdiction         (Commission             (IRS Employer
        of incorporation               File Number)         Identification No.)
  
                              15353 Barranca Parkway
                                    Irvine, CA
                                       92618
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (949) 453-3990
  
           -------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  -------------------------------------------------------------------------------
  Item 2. Acquisition or Disposition of Assets
  
       On December 16, 2000, Lantronix, Inc. ("Lantronix") and United States
  Software Corporation ("US Software") announced they had entered into an
  Agreement and Plan of Reorganization, dated December 16, 2000, whereby Lantronix
  through its wholly owned subsidiary, USS Acquisition Corporation, would acquire
  US Software.  Under the terms of this acquisition, US Software principals
  received $2,500,000 in cash and 653,846 shares of the Registrant's common stock.
  US Software shareholders may also earn up to an additional 1,625,000 shares of
  Lantronix common stock if US Software is able to meet certain revenue targets
  for the period from December 1, 2000 through June 30, 2004.
  
       A copy of the Agreement and Plan of Reorganization, excluding the annexes,
  schedules and exhibits thereto, is included herein as Exhibit 2.1 and a copy of
  the press release with respect to this transaction in included herein as Exhibit
  99.1.  Such Agreement and Plan of Reorganization and press release are
  incorporated by reference into this Item 2.
  
       The Registrant intends to file financial information relating to US
  Software in a subsequent Current Report on Form 8-K or Form 8-K/A on or before
  February 28, 2001.
  
  Item 7.   Financial Statements and Exhibits
  
       (c)  Exhibits
  
            The following exhibits are filed herewith:
  
            2.1   Agreement and Plan of Reorganization, dated December 16, 2000,
                  among Lantronix, Inc., USS Acquisition Corporation, United
                  States Software Corporation, and Donald Dunstan and Diane
                  Dunstan.
  
            99.1  Text of Press Release, dated December 18, 2000, titled
                  "Lantronix, Inc. to Acquire United States Software Company."
  
                                        -2-
  SIGNATURE
  
       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.
  
                                            LANTRONIX, INC.
  
  Date: December 29, 2000               By: /s/ Steven V. Cotton
                                            ---------------------------
                                            Steven V. Cotton
                                            Chief Financial Officer
  
                                        -3-
  EXHIBIT INDEX
                                   -------------
  
            2.1   Agreement and Plan of Reorganization, dated December 16, 2000,
                  among Lantronix, Inc., USS Acquisition Corporation, United
                  States Software Corporation, and Donald Dunstan and Diane
                  Dunstan.
  
            99.1  Text of Press Release, dated December 18, 2000, titled
                  "Lantronix, Inc. to Acquire United States Software Company."
  
                                        -4-