UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 25, 2002
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DIGI INTERNATIONAL INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-17972 41-1532464
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11001 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 912-3444
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Item 7. Financial Statements and Exhibits.
On March 25, 2002, Digi International Inc. ("Digi") completed
the sale of substantially all of the assets of its MiLAN legacy business to a
wholly owned subsidiary of Communications Systems, Inc. ("CSI") pursuant to an
Asset Purchase Agreement, dated as of March 21, 2002, by and between Digi and
CSI, as amended by Amendment No. 1 to Asset Purchase Agreement, dated as of
March 25, 2002 (the "Sale").
This Current Report on Form 8-K/A includes certain financial
information required by Item 7 that was not contained in the Current Report on
Form 8-K dated and filed April 5, 2002 (File No. 0-17972) relating to the Sale.
The following information follows or is attached hereto as an
exhibit:
(b) Pro Forma Financial Information.
The following information is incorporated by
reference to Exhibit 99.3 to the Registrant's Current
Report on Form 8-K/A dated April 26, 2002 and
filed with the Commission on April 29, 2002 (File No.
0-17972):
(i) NetSilicon
Introduction to Unaudited Pro Forma Combined
Condensed Statement of Operations
Unaudited Pro Forma Combined Condensed
Statement of Operations for the year ended
September 30, 2001
Notes to Unaudited Pro Forma Combined
Condensed Financial Statements
(ii) Digi International Inc.
Introduction to Unaudited Pro Forma Combined
Condensed Financial Statements
Unaudited Pro Forma Combined Condensed
Balance Sheet as of December 31, 2001
Unaudited Pro Forma Combined Condensed
Statement of Operations for the three months
ended December 31, 2001
Unaudited Pro Forma Combined Condensed
Statement of Operations for the year ended
September 30, 2001
Notes to Unaudited Pro Forma Combined
Condensed Financial Statements
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of March
21, 2002, by and between Digi International
Inc. and Communications Systems, Inc.
(incorporated by reference to the like
numbered Exhibit to the Registrant's Current
Report on Form 8-K dated March 25, 2002 and
filed with the Commission on April 5, 2002
(File No. 0-17972)).
2.2 Amendment No. 1 to Asset Purchase Agreement,
dated as of March 25, 2002, by and between
Digi International Inc. and Communications
2
Systems, Inc. (incorporated by reference to
the like numbered Exhibit to the
Registrant's Current Report on Form 8-K
dated March 25, 2002 and filed with the
Commission on April 5, 2002 (File No.
0-17972)).
99.1 Press Release dated March 22, 2002
(incorporated by reference to the like
numbered Exhibit to the Registrant's Current
Report on Form 8-K dated March 25, 2002 and
filed with the Commission on April 5, 2002
(File No. 0-17972)).
99.2 Press Release dated March 25, 2002
(incorporated by reference to the like
numbered Exhibit to the Registrant's Current
Report on Form 8-K dated March 25, 2002 and
filed with the Commission on April 5, 2002
(File No. 0-17972)).
3
SIGNATURES
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, thereunto duly authorized.
DIGI INTERNATIONAL INC.
Date: April 26, 2002 By /s/ Subramanian Krishnan
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Subramanian Krishnan
Senior Vice President, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
No. Exhibit Manner of Filing
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2.1 Asset Purchase Agreement, dated as of March 21, 2002, by and between Digi Incorporated by
International Inc. and Communications Systems, Inc. (incorporated by reference to Reference
the like numbered Exhibit to the Registrant's Current Report on Form 8-K dated
March 25, 2002 and filed with the Commission on April 5, 2002 (File No. 0-17972)).
2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of March 25, 2002, by and Incorporated by
between Digi International Inc. and Communications Systems, Inc. (incorporated by Reference
reference to the like numbered Exhibit to the Registrant's Current Report on Form
8-K dated March 25, 2002 and filed with the Commission on April 5, 2002 (File No.
0-17972)).
99.1 Press Release dated March 22, 2002 (incorporated by reference to the like Incorporated by
numbered Exhibit to the Registrant's Current Report on Form 8-K dated March 25, Reference
2002 and filed with the Commission on April 5, 2002 (File No. 0-17972)).
99.2 Press Release dated March 25, 2002 (incorporated by reference to the like Incorporated by
numbered Exhibit to the Registrant's Current Report on Form 8-K dated March 25, Reference
2002 and filed with the Commission on April 5, 2002 (File No. 0-17972)).