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
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
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 that
certain Asset Purchase Agreement, dated as of March 21, 2002, by and between
Digi and CSI, as amended by that certain Amendment No. 1 to Asset Purchase
Agreement, dated as of March 25, 2002.
CSI paid Digi $8.1 million in cash for such assets, subject to a
possible post-closing adjustment, and assumed Digi's liability to certain
employees of the MiLAN business for anticipated severance costs and accrued
vacation and holiday pay totaling $243,000.
Additional information regarding the terms of the disposition are
included in the Asset Purchase Agreement, as amended, and press releases
attached as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
B. Pro Forma Financial Information
The pro forma financial information required by this Item will be filed as soon
as practicable, and in any event not later than June 10, 2002.
C. Exhibits
2.1 Asset Purchase Agreement, dated as of March 21, 2002, by and between
Digi International Inc. and Communications Systems, Inc.
The registrant hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.
2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of March 25,
2002, by and between Digi International Inc. and Communications
Systems, Inc.
The registrant hereby agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Commission upon request.
99.1 Press release dated March 22, 2002.
99.2 Press release dated March 25, 2002.
2
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 hereunto duly authorized.
DIGI INTERNATIONAL INC.
Date: April 5, 2002 By /s/ Subramanian Krishnan
---------------------------------------------
Subramanian Krishnan
Senior Vice President, Chief Financial
Officer and Treasurer
3
INDEX TO EXHIBITS
Exhibit
Number Description Method of Filing
---------- --------------------------------------------------------------- --------------------
2.1 Asset Purchase Agreement, dated as of March 21, 2002, by and
between Digi International Inc. and Communications
Systems, Inc................................................... Electronic Transmission
2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of March
25, 2002, by and between Digi International Inc. and
Communications Systems, Inc.................................... Electronic Transmission
99.1 Press release dated March 22, 2002............................. Electronic Transmission
99.2 Press release dated March 25, 2002............................. Electronic Transmission