-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JI9k8em/o4eygI5Q3EnuXhpo1eGN2aNeeaEbLYNhZ3+nOgPVipituCpjfaKM7lTS XnRHY5t7IBoa/09GwssUyQ== 0000950117-02-000497.txt : 20020415 0000950117-02-000497.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950117-02-000497 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGI INTERNATIONAL INC CENTRAL INDEX KEY: 0000854775 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411532464 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40655 FILM NUMBER: 02574055 BUSINESS ADDRESS: STREET 1: 11001 BREN ROAD EAST CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129123444 MAIL ADDRESS: STREET 1: 11001 BREN ROAD EAST CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SORRENTO NETWORKS CORP CENTRAL INDEX KEY: 0000812491 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222367234 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9990 MESA RIM ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 3105814030 MAIL ADDRESS: STREET 1: 9990 MESA RIM ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: OSICOM TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 SC 13D 1 a32239.txt SORRENTO NETWORKS CORPORATION SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Digi International Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 253798 10 2 (CUSIP Number) c/o Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP W. Raymond Felton, Esq. 99 Wood Avenue South P.O. Box 5600 Woodbridge, New Jersey 07095 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) March 5, 2002 (Date of Event which requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 'SS'240.13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose 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). SCHEDULE 13D CUSIP NO. 253798 10 2 1. NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only) Sorrento Networks Corporation Federal Identification No. 22-2367234 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) Not Applicable (b) Not Applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable. 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ___ Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF 7. SOLE VOTING POWER SHARES 2,324,683 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,324,683 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,324,683 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Sorrento Networks Corporation owns 11% of the outstanding common stock of Digi International Inc. 14. TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer (a) The title of the class of equity securities to which this statement relates is common stock. (b) The name and address of the principal executive office of the issuer is: Digi International Inc. 11001 Bren Road East Minnetonka, MN 55343 Item 2. Identity and Background The reporting person is Sorrento Networks Corporation, a corporation organized under the laws of the State of New Jersey. Its principal business is designing, manufacturing and marketing optical networking products for use in intra-city (also known as "metropolitan" or "metro") networks. Its principal place of business is located at 9990 Mesa Rim Road, San Diego, California 92121. During the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Not Applicable Item 4. Purpose of Transaction The reporting person has no current plans regarding its Digi International shares. The reporting person has no plans or proposals which relate to or would result in: (a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) Any material change in the present capitalization or dividend policy of the Issuer; (d) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (e) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person; (f) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (g) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (h) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the reporting person is 2,324,683 shares or 11%. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits There are no exhibits filed with this Schedule. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Sorrento Networks Corporation /s/ Joe R. Armstrong -------------------- March 11, 2002 Joe R. Armstrong Chief Financial Officer STATEMENT OF DIFFERENCES The section symbol shall be expressed as...................................'SS' -----END PRIVACY-ENHANCED MESSAGE-----