UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) 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 2. Acquisition or Disposition of Assets.
On February 13, 2002, Digi International Inc. ("Digi") completed its
merger with NetSilicon, Inc. ("NetSilicon"). Pursuant to the previously
announced 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"). At a Special Meeting of Stockholders held on February 13, 2002,
Digi's stockholders approved the issuance of shares of Digi common stock
required to consummate the Merger.
As a result of the Merger, each share of NetSilicon common stock issued
and outstanding immediately prior to the effective time of the Merger has been
converted into the right to receive .65 shares of Digi common stock. Each
NetSilicon stockholder also had the right to elect to receive cash for some or
all of his shares. However, because the cash elections by all NetSilicon
stockholders would have required Digi to pay more than $15 million in cash in
the Merger, under the terms of the Merger Agreement NetSilicon stockholders who
elected to receive cash were cut back on a proportionate basis. Pursuant to the
Merger Agreement the per-share cash payment for each share of NetSilicon common
stock is $3.9969, which is equal to .65 times the average per-share closing
price of Digi common stock on the Nasdaq National Market over the period of ten
trading days ending on the third trading day before the closing of the Merger.
Based on the number of shares of NetSilicon common stock outstanding on
December 17, 2001 and NetSilicon stockholders' cash elections, Digi has paid $15
million in cash and issued approximately 6.4 million shares of Digi common
stock, representing approximately 29% of the outstanding shares of Digi common
stock after the Merger.
NetSilicon designs and manufactures integrated solutions for
manufacturers who want to build intelligence and Internet/Ethernet connectivity
into their products. The NetSilicon solutions integrate system-on-silicon and
software to provide a complete platform for Internet/Ethernet-connected devices.
NetSilicon is enabling device intelligence and connectivity in a broad range of
industries, including office imaging, industrial automation, telecommunications,
building controls, security and retail point-of-sale. Digi expects to continue
to use NetSilicon's assets in substantially the same manner as they were used by
NetSilicon prior to the acquisition.
There were no material relationships between Digi and NetSilicon prior
to the consummation of the Merger. In accordance with the terms of the Merger
Agreement, on February 12, 2002, Cornelius Peterson, VIII, who previously served
as the Chairman and Chief Executive Officer of NetSilicon, was elected to the
Board of Directors of Digi and named Senior Vice President of Business
Development of Digi, effective as of the effective time of the Merger.
On February 13, 2002, Digi issued a press release announcing the
effectiveness of the Merger, a copy of which is attached hereto as Exhibit 99,
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
The following information follows or is attached hereto as an
exhibit:
(a) Financial Statements of NetSilicon.
The financial statements required by this Item will
be filed as soon as practicable, and in any event not
later than April 29, 2002.
(b) Pro Forma Financial Information of Registrant and
NetSilicon.
The pro forma financial information required by this
Item will be filed as soon as practicable, and in any
event not later than April 29, 2002.
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(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 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)).
99. Press Release dated February 13, 2002.
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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: February 22, 2002 By /s/ Subramanian Krishnan
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Subramanian Krishnan
Senior Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
No. Exhibit Manner of Filing
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2 Agreement and Plan of Merger among Digi International Inc., Dove Sub Inc. and Incorporated by
NetSilicon, Inc., dated as of October 30, 2001 (incorporated by reference to Reference
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)).
99 Press Release dated February 13, 2002. Filed
Electronically