UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 29, 1998
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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 (612) 912-3444
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
On July 29, 1998, ITK International, Inc., a Delaware corporation
("ITK"), merged (the "Merger") with and into Iroquois Acquisition Inc., a
Delaware corporation and wholly owned subsidiary of the Registrant ("Merger
Sub"). Merger Sub, as the surviving corporation in the Merger, will remain a
wholly owned subsidiary of the Registrant and has adopted the name "ITK
International, Inc." in connection with the Merger. This Current Report on
Form 8-K/A includes certain financial information required by Item 7 that was
not contained in the previously filed Current Report on Form 8-K dated July 29,
1998 (File No. 0-17972) relating to the Merger.
The following information is attached hereto as an exhibit:
(a) FINANCIAL STATEMENTS OF ITK.
The following information is attached hereto as Exhibit 99.2:
Report of PricewaterhouseCoopers LLP, Independent Accountants
Consolidated Balance Sheet as of June 30, 1998 and 1997
Consolidated Statement of Operations for the Years Ended
June 30, 1998, 1997 and 1996
Consolidated Statement of Changes in Stockholders' Deficit
for the Years Ended June 30, 1998, 1997 and 1996
Consolidated Statement of Cash Flows for the Years Ended
June 30, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
(b) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT AND ITK.
The following information is attached hereto as
Exhibit 99.3:
Unaudited Pro Forma Condensed Financial Statements
Unaudited Pro Forma Condensed Balance Sheet as of June 30,
1998
Notes to Unaudited Pro Forma Condensed Balance Sheet
Unaudited Pro Forma Condensed Statement of Operations for
the Year Ended September 30, 1997
Unaudited Pro Forma Condensed Statement of Operations for
the Nine Months Ended June 30, 1998
Unaudited Pro Forma Condensed Statement of Operations for
the Nine Months Ended June 30, 1997
Notes to Unaudited Pro Forma Condensed Statement of
Operations
2
(c) EXHIBITS.
2 Agreement and Plan of Merger dated as of July 1, 1998
among the Registrant, Merger Sub and ITK.(1)
The Registrant hereby agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the Commission
upon request.
23 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release of the Registrant dated July 29, 1998.(1)
99.2 Financial Statements of ITK.
99.3 Pro Forma Financial Information of Registrant and ITK.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On July 29, 1998, as part of the consideration for the Merger, the
Registrant issued a total of 576,357 shares of its Common Stock, par value $.01
per share (the "Common Stock"), to stockholders of ITK. Of these shares of
Common Stock, 408,817 shares were issued pursuant to the exemption from
registration provided by Regulation S promulgated under the Securities Act of
1933, as amended ("Regulation S"). The shares of Common Stock issued pursuant
to Regulation S were issued only to persons who certified to the Registrant that
they were not a "U.S. person" as defined in Rule 901(k) of Regulation S. All
shares of Common Stock issued in the Merger were subsequently registered by the
Registrant on a Registration Statement on Form S-3 (Reg. No. 333-61425) which
was filed on August 13, 1998 and declared effective on August 21, 1998.
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(1) Incorporated by reference to the like numbered Exhibit to the
Registrant's Current Report on Form 8-K dated July 29, 1998 and
filed with the Commission on August 12, 1998 (File No. 0-17972).
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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: October 27, 1998 By /s/ Jerry A. Dusa
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Jerry A. Dusa
President and Chief Executive Officer
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EXHIBIT INDEX
No. Exhibit Page
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2 Agreement and Plan of Merger dated as of July 1, Incorporated by
1998 among the Registrant, Merger Sub Reference
and ITK.
23 Consent of PricewaterhouseCoopers LLP. Filed
Electronically
99.1 Press release dated July 29, 1998. Incorporated by
Reference
99.2 Financial Statements of ITK. Filed
Electronically
99.3 Pro Forma Financial Information of Registrant and Filed
ITK. Electronically