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) February 13, 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 February 13, 2002, Digi International Inc. ("Digi") completed its
merger with NetSilicon, Inc. ("NetSilicon"). Pursuant to the Agreement and Plan
of Merger, dated as of October 30, 2001, among Digi, Dove Sub Inc., a wholly
owned subsidiary of Digi ("Dove Sub"), and NetSilicon (the "Merger Agreement"),
NetSilicon merged with and into Dove Sub (the "Merger"). Dove Sub, as the
surviving corporation in the Merger, will remain a wholly owned subsidiary of
Digi and has adopted the name "NetSilicon, Inc." in connection with the Merger.
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 February 22, 2002 (File No. 0-17972) relating to the
Merger.
The following information follows or is attached hereto as an exhibit:
(a) Financial Statements of NetSilicon.
The following information is attached hereto as Exhibit 99.2:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of January 31, 2002 and 2001
Consolidated Statements of Operations for the Year Ended
January 31, 2002, 2001 and 2000
Consolidated Statements of Stockholders' Equity (Deficit) for
the Years Ended January 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the Years Ended
January 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following information is attached hereto as Exhibit 99.3:
(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 Agreement and Plan of Merger among Digi International
Inc., Dove Sub Inc. and NetSilicon, Inc., dated as of
October 30, 2001 (incorporated by reference to Annex
A to the joint proxy statement/prospectus dated
2
January 9, 2002, included in a Registration Statement
on Form S-4 filed by Digi International Inc. on
January 4, 2002, as amended (Reg. No. 333-74118)).
23 Consent of Independent Certified Public Accountants.
99.1 Press Release dated February 13, 2002 (incorporated
by reference to Exhibit 99 to the Registrant's
Current Report on Form 8-K dated February 13, 2002
and filed with the Commission on February 22, 2002
(File No. 0-17972)).
99.2 Financial Statements of NetSilicon.
99.3 Pro Forma Financial Information.
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
4
EXHIBIT INDEX
No. Exhibit Manner of Filing
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2 Agreement and Plan of Merger among Digi International Inc., Dove Sub Inc. Incorporated by
and NetSilicon, Inc., dated as of October 30, 2001 (incorporated by Reference
reference to Annex A to the joint proxy statement/prospectus dated January
9, 2002, included in a Registration Statement on Form S-4 filed by Digi
International Inc. on January 4, 2002, as amended (Reg. No. 333-74118)).
23 Consent of Independent Certified Public Accountants. Filed
Electronically
99.1 Press Release dated February 13, 2002 (incorporated by reference to Exhibit Incorporated by
99 to the Registrant's Current Report on Form 8-K dated February 13, 2002 Reference
and filed with the Commission on February 22, 2002 (File No. 0-17972)).
99.2 Financial Statements of NetSilicon. Filed
Electronically
99.3 Pro Forma Financial Information. Filed
Electronically