SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE COMMISSION
Date of Report (Date of earliest event reported): OCTOBER 30, 2001
NETSILICON, INC.
(Exact name of Registrant as specified in its charter)
411 WAVERLEY OAKS ROAD, BLD. 227, WALTHAM, MA
(Address of principal executive offices)
02452
(Zip Code)
(781) 647-1234
Registrant's telephone number, including area code
MASSACHUSETTS 0-26761 04-2826579
(State or other Jurisdiction (Commission File (IRS Employer Identification
of Incorporation) Number) No.)
ITEM 5. OTHER EVENTS
On October 30, 2001, NetSilicon, Inc. ("NetSilicon") and Digi International
Inc. ("Digi"), announced the signing of an Agreement and Plan of Merger dated
October 30, 2001 (the "Agreement") pursuant to which NetSilicon will become a
wholly owned subsidiary of Digi. Under the terms of the Agreement, each
outstanding share of NetSilicon common stock would be converted into the right
to receive either cash, Digi common stock or a combination of cash and Digi
common stock at the election of the holder. The Agreement provides that each
holder of NetSilicon common stock may elect to receive 0.6500 of a share of Digi
common stock for each share of NetSilicon common stock, or cash in the amount of
0.6500 multiplied by the average per-share closing price of Digi common stock
during the period of ten trading days ending on the third trading day before the
date of closing, or a combination of both stock and cash, provided that the
maximum amount of cash to be paid by Digi will be $15 million. A copy of the
Agreement is attached as Exhibit 2.1 to this report. The merger is expected to
close in the first calendar quarter of 2002 and is subject to approval by the
shareholders of NetSilicon and Digi and by regulators.
On October 30, 2001, NetSilicon and Digi issued a joint press release
announcing the transaction. A copy of that press release is attached as Exhibit
99.1 to this document.
In addition, NetSilicon held a meeting of the Board of Directors on October
24, 2001 at which NetSilicon was authorized to enter into the Second Amendment,
dated as of October 30, 2001 (the "Amendment"), to the Rights Agreement, dated
as of September 12, 2000 between NetSilicon, Inc. and American Stock Transfer
and Trust Company, as amended by the First Amendment dated January 12, 2001. A
copy of the Amendment is attached as Exhibit 99.2 hereto and is hereby
incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger dated as of October 30, 2001 by
and among NetSilicon, Inc., Dove Sub Inc. and Digi
International Inc.
99.1 Joint Press Release of NetSilicon, Inc. and Digi
International Inc. dated October 30, 2001.
99.2 Second Amendment, dated as of October 30, 2001, to Rights
Agreement, dated as of September 12, 2000 between
NetSilicon, Inc. and American Stock Transfer and Trust
Company, as amended by the First Amendment dated January 12,
2001.
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.
NETSILICON, INC.
November 5, 2001 By: /s/ Daniel J. Sullivan
--------------------------------------
Daniel J. Sullivan
Executive Vice President, Finance and
Operations and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
2.1 Agreement and Plan of Merger dated as of October 30, 2001 by and
among NetSilicon, Inc., Dove Sub Inc. and Digi International Inc.
99.1 Joint Press Release of NetSilicon, Inc. and Digi International
Inc. dated October 30, 2001.
99.2 Second Amendment, dated as of October 30, 2001, to Rights
Agreement, dated as of September 12, 2000 between NetSilicon,
Inc. and American Stock Transfer and Trust Company, as amended by
the First Amendment dated January 12, 2001.