8-K

UNITED STATES
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

May 7, 2010

Date of report (date of earliest event reported)

Digi International Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-34033	41-1532464
(State of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

11001 Bren Road East, Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

Telephone Number: (952) 912-3444

(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On May 7, 2010, Subramanian Krishnan resigned from all his positions with Digi International Inc., including Senior Vice President, Chief Financial Officer and Treasurer, effective immediately. Our Board of Directors has commenced a search for a new Chief Financial Officer.

     Also on May 7, 2010, our Board of Directors elected Brenda L. Mueller, age 51, the company’s Corporate Controller, to the additional positions of Acting Principal Financial Officer and Acting Principal Accounting Officer, effective the same day. Ms. Mueller joined the company as Corporate Controller in March 2000. Prior to joining Digi, Ms. Mueller served as Director, General Accounting and Finance Services at Novartis Nutrition Corporation, then a privately-held division of Novartis AG, for 15 years and was primarily responsible for accounting and financial reporting and financial management.

Item 9.01 Financial Statements and Exhibits.

     The following Exhibit is filed herewith:

     99.1 Press Release dated May 10, 2010, announcing senior management change.

2

SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

Date: May 11, 2010	DIGI INTERNATIONAL INC.
	By:	/s/ Brenda L. Mueller
		Brenda L. Mueller
		Corporate Controller, Acting Principal Financial Officer and Acting Principal Accounting Officer

EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99.1	Press Release dated May 10, 2010, announcing senior management change.	Filed Electronically

EX-99.1

Exhibit 99.1

Digi International Announces Officer Departure

(Minneapolis, MN, May 10, 2010) — Digi International^® Inc. (NASDAQ: DGII, www.digi.com)

Digi International announces that its Senior Vice President, Chief Financial Officer and Treasurer, Subramanian Krishnan, has resigned effective immediately. Brenda Mueller, Digi’s Corporate Controller, will act as principal financial officer and principal accounting officer while Digi conducts a search for a new Chief Financial Officer.

About Digi International

Digi International is making wireless M2M easy by developing reliable products and solutions to connect and securely manage local or remote electronic devices over the network or via the Web. Digi offers the highest levels of performance, flexibility and quality, and markets its products through a global network of distributors and resellers, systems integrators and original equipment manufacturers (OEMs). For more information, visit Digi’s website at www.digi.com, or call 877-912-3444.

Joe Dunsmore
Digi International Inc.
952-912-3444
Email: Joseph.Dunsmore@digi.com

Erika Moran
The Investor Relations Group
212-825-3210
Email: mail@investorrelationsgroup.com

For more information, visit Digi’s Web site at www.digi.com, or call 877-912-3444 (U.S.) or 952-912-3444 (International).