8-K/A 1 c69142e8-ka.txt AMENDMENT NO. 1 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- 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 ------------------------------- DIGI INTERNATIONAL INC. -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 0-17972 41-1532464 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 11001 BREN ROAD EAST MINNETONKA, MINNESOTA 55343 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (952) 912-3444 ----------------------------- 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 --------------------------------------- Subramanian Krishnan Senior Vice President, Chief Financial Officer and Treasurer 4 EXHIBIT INDEX
No. Exhibit Manner of Filing --- ------- ---------------- 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)).