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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark one)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 2005
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ___.
Commission file number: 0-17972
     
DIGI INTERNATIONAL INC.
 
(Exact name of registrant as specified in its charter)
     
Delaware   41-1532464
     
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification Number)
     
11001 Bren Road East
Minnetonka, Minnesota 55343
 
(Address of principal executive offices) (Zip Code)
     
(952) 912-3444
 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01 par value
(Title of each class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was $308,757,212, based on a closing price of $13.72 per common share as reported on the National Association of Securities Dealers Automated Quotation System National Market System.
Shares of common stock outstanding as of November 21, 2005: 22,845,022
 
 

 

TABLE OF CONTENTS

Explanatory Note
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
SIGNATURES
EXHIBIT INDEX
2005 Letter to Stockholders
Rule 13a-14(a)/15d-14(a) Certification of CEO
Rule 13a-14(a)/15d-14(a) Certification of CFO

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Explanatory Note
     This Amendment No. 1 on Form 10-K/A, or Amendment No. 1, is being filed by Digi International Inc. to amend our Annual Report on Form 10-K for the fiscal year ended September 30, 2005 filed with the Securities and Exchange Commission on December 7, 2005. The sole purpose of this Amendment No. 1 is to re-file Exhibit 13, the 2005 Letter to Stockholders, in its entirety. Certain portions of the text of Exhibit 13 were unintentionally omitted from the original filing of the Form 10-K.
     This Amendment No. 1 does not update any other disclosures to reflect developments since the original date of filing. Unaffected items have not been repeated in this Amendment No. 1, and no other changes have been made.

 

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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     (b) Exhibits
     
Exhibit    
Number   Description
2(a)
  Agreement and Plan of Merger among the Company, Dove Sub Inc. and NetSilicon, Inc. dated as of October 30, 2001 (1)
 
    
2(b)
  Purchase and assignment contract dated March 20, 2005 between Embedded Solutions AG, Klaus Flesch, Angelika Flesch and Digi International GmbH (2)
 
    
2(c)
  Agreement and Plan of Merger among Digi International Inc., Karat Sub Inc. and Z-World, Inc. dated as of May 26, 2005 (excluding schedules and exhibits, which the Registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request) (3)
 
    
3(a)
  Restated Certificate of Incorporation of the Company, as amended (4)
 
    
3(b)
  Amended and Restated By-Laws of the Company, as amended (5)
 
    
4(a)
  Form of Rights Agreement, dated as of June 10, 1998 between Digi International Inc. and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as Rights Agent (6)
 
    
4(b)
  Amendment dated January 26, 1999, to Share Rights Agreement, dated as of June 10, 1998 between Digi International Inc. and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as Rights Agent (7)
 
    
10(a)
  Stock Option Plan of the Company as Amended and Restated as of September 28, 2005*†
 
    
10(b)
  Form of indemnification agreement with directors and officers of the Company (8)
 
    
10(c)
  Agreement between the Company and Subramanian Krishnan dated March 26, 1999* (9)
 
    
10(c)(i)
  Amendment to Agreement between the Company and Subramanian Krishnan dated February 5, 2001* (10)
 
    
10(d)
  Employment Agreement between the Company and Joseph T. Dunsmore dated October 24, 1999* (11)
 
    
10(e)
  Agreement between the Company and Bruce Berger dated March 29, 2000* (12)
 
    
10(e)(i)
  Agreement between the Company and Bruce Berger dated December 14, 2001* (13)
 
    
10(f)
  Employee Stock Purchase Plan, as amended, of the Company (14)
 
    
10(g)
  2000 Omnibus Stock Plan of the Company as Amended and Restated as of September 28, 2005*†
 
    
10(h)
  Digi International Inc. Non-Officer Stock Option Plan, as amended (15)
 
    
10(i)
  NetSilicon, Inc. Amended and Restated 1998 Director Stock Option Plan (16)
 
    
10(j)
  NetSilicon, Inc. Amended and Restated 1998 Incentive and Non-Qualified Stock Option Plan (17)

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
     (b) Exhibits (continued)
     
Exhibit    
Number   Description
10(k)
  NetSilicon, Inc. 2001 Stock Option and Incentive Plan (18)
 
    
10(l)
  Form of Notice of Grant of Stock Options and Option Agreement and Terms and Conditions of Nonstatutory Stock Option Agreement (19)
 
    
10(m)
  Fiscal 2006 Executive Officer Compensation* (20)
 
    
10(n)
  Amendments to Director Compensation* (20)
 
    
13
  2005 Letter to Stockholders
 
    
14
  Code of Ethics (21)
 
    
21
  Subsidiaries of the Company†
 
    
23
  Consent of Independent Registered Public Accounting Firm†
 
    
24
  Powers of Attorney†
 
    
31(a)
  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
    
31(b)
  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
    
32
  Section 1350 Certification†
 
*   Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
 
†   Incorporated by reference to the same numbered exhibit to the Company’s Form 10-K for the year ended September 30, 2005 (File no. 0-17972).
 
(1)   Incorporated by reference to Annex A to the Company’s Registration Statement on Form S-4 (File no. 333-74118).
 
(2)   Incorporated by reference to Exhibit 2(a) to the Company’s Form 10-Q for the quarter ended March 31, 2005 (File no. 0-17972).
 
(3)   Incorporated by reference to Exhibit 2 to the Company’s Form 8-K dated May 26, 2005 (File no. 0-17972).
 
(4)   Incorporated by reference to Exhibit 3(a) to the Company’s Form 10-K for the year ended September 30, 1993 (File no. 0-17972).
 
(5)   Incorporated by reference to Exhibit 3(b) to the Company’s Form 10-K for the year ended September 30, 2001 (File no. 0-17972).
 
(6)   Incorporated by reference of Exhibit 1 to the Company’s Registration Statement on Form 8-A dated June 24, 1998 (File no. 0-17972).
 
(7)   Incorporated by reference to Exhibit 1 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A dated February 5, 1999 (File no. 0-17972).

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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (CONTINUED)
(8)   Incorporated by reference to Exhibit 10(b) to the Company’s Registration Statement on Form S-1 (File no. 33-30725).
 
(9)   Incorporated by reference to Exhibit 10(k) to the Company’s Form 10-Q for the quarter ended March 31, 1999 (File no. 0-17972).
 
(10)   Incorporated by reference to Exhibit 10(e) to the Company’s Form 10-Q for the quarter ended December 31, 2000 (File no. 0-17972).
 
(11)   Incorporated by reference to Exhibit 10(j) to the Company’s Form 10-K for the year ended September 30, 1999 (File no. 0-17972).
 
(12)   Incorporated by reference to Exhibit 10(g) to the Company’s Form 10-K for the year ended September 30, 2000 (File no. 0-17972).
 
(13)   Incorporated by reference to Exhibit 10(f) to the Company’s Form 10-K for the year ended September 30, 2001 (File no. 0-17972).
 
(14)   Incorporated by reference to Exhibit B to the Company’s Proxy Statement for its Annual Meeting of Stockholders held on January 23, 2002 (File no. 0-17972).
 
(15)   Incorporated by reference to Exhibit 10(a) to the Company’s Form 10-Q for the quarter ended December 31, 2004 (File no. 0-17972).
 
(16)   Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 dated February 13, 2002 (File no. 333-82672).
 
(17)   Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 dated February 13, 2002 (File no. 333-82670).
 
(18)   Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 dated February 13, 2002 (File no. 333-82668).
 
(19)   Incorporated by reference to Exhibit 10(a) to the Company’s Form 8-K dated September 13, 2004 (File no. 0-17972).
 
(20)   Incorporated by reference to Item 1.01 of the Company’s Form 8-K dated September 27, 2005 (File no. 0-17972).
 
(21)   Incorporated by reference to Exhibit 14 to the Company’s Form 10-K for the year ended September 30, 2003 (File no. 0-17972).

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 		  
December 8, 2005  By:   /s/ Joseph T. Dunsmore    
    Joseph T. Dunsmore   
    President, Chief Executive Officer, Chairman, and Director   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
     
December 8, 2005  /s/ Joseph T. Dunsmore    
  Joseph T. Dunsmore   
  President, Chief Executive Officer, Chairman, and Director (Principal Executive Officer)   
 
         
     
December 8, 2005  /s/ Subramanian Krishnan    
  Subramanian Krishnan   
  Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   
 
GUY C. JACKSON
KENNETH E. MILLARD
MYKOLA MOROZ
WIILIAM N. PRIESMEYER
BRADLEY J. WILLIAMS 		   
 
A majority of the Board of Directors*
*Subramanian Krishnan, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the Registrant pursuant to Powers of Attorney duly executed by such persons.
         
     
December 8, 2005  /s/ Subramanian Krishnan    
  Subramanian Krishnan   
  Attorney-in-fact   
 

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EXHIBIT INDEX
         
Exhibit   Description   Page
2(a)
  Agreement and Plan of Merger among the Company, Dove Sub Inc. and NetSilicon, Inc. dated as of October 30, 2001   Incorporated by Reference
2(b)
  Purchase and assignment contract dated March 30, 2005 between Embedded Solutions AG, Klaus Flesch, Angelika Flesch and Digi International GmbH   Incorporated by Reference
2(c)
  Agreement and plan of Merger among Digi International Inc., Karat Sub Inc. and Z-World, Inc. dated as of May 26, 2005 (excluding schedules and exhibits, which the Registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request)   Incorporated by Reference
3(a)
  Restated Certificate of Incorporation of the Company, as amended   Incorporated by Reference
3(b)
  Amended and Restated By-Laws of the Company, as amended   Incorporated by Reference
4(a)
  Form of Rights Agreement, dated as of June 10, 1998 between Digi International Inc. and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as Rights Agent   Incorporated by Reference
4(b)
  Amendment dated January 26, 1999, to Shares Rights Agreement, dated as of June 10, 1998 between Digi International Inc. and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota, National Association), as Rights Agent   Incorporated by Reference
10(a)
  Stock Option Plan of the Company as Amended and Restated as of September 28, 2005   Incorporated by Reference
10(b)
  Form of indemnification agreement with directors and officers of the Company   Incorporated by Reference
10(c)
  Agreement between the Company and Subramanian Krishnan dated March 26, 1999   Incorporated by Reference
10(c)(i)
  Amendment to the Agreement between the Company and Subramanian Krishnan dated February 5, 2001   Incorporated by Reference
10(d)
  Employment Agreement between the Company and Joseph T. Dunsmore, dated October 24, 1999   Incorporated by Reference
10(e)
  Agreement between the Company and Bruce Berger dated March 29, 2000   Incorporated by Reference
10(e)(i)
  Agreement between the Company and Bruce Berger dated December 14, 2001   Incorporated by Reference
10(f)
  Employee Stock Purchase Plan, as amended, of the Company   Incorporated by Reference
10(g)
  2000 Omnibus Stock Plan of the Company as Amended and Restated as of September 28, 2005   Incorporated by Reference
10(h)
  Digi International Inc. Non-Officer Stock Option Plan, as amended   Incorporated by Reference
10(i)
  NetSilicon, Inc. Amended and Restated 1998 Director Stock Option Plan   Incorporated by Reference
10(j)
  NetSilicon, Inc. Amended and Restated 1998 Incentive and Non-Qualified Stock Option Plan   Incorporated by Reference
10(k)
  NetSilicon, Inc. 2001 Stock Option and Incentive Plan   Incorporated by Reference
10(l)
  Form of Notice of Grant of Stock Options and Option Agreement and Terms and Conditions of Nonstatutory Stock Option Agreement   Incorporated by Reference

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EXHIBIT INDEX (CONTINUED)
         
Exhibit   Description   Page
10(m)
  Fiscal 2006 Executive Officer Compensation   Incorporated by Reference
10(n)
  Amendments to Director Compensation   Incorporated by Reference
13
  2005 Letter to Stockholders   Filed Electronically
14
  Code of Ethics   Incorporated by Reference
21
  Subsidiaries of the Company   Incorporated by Reference
23
  Consent of Independent Registered Public Accounting Firm   Incorporated by Reference
24
  Powers of Attorney   Incorporated by Reference
31(a)
  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer   Filed Electronically
31(b)
  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer   Filed Electronically
32
  Section 1350 Certification   Incorporated by Reference

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