UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
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
DIGI INTERNATIONAL INC.
(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
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (612) 912-3444
Item 5 OTHER EVENTS
RESTATEMENT
The Registrant previously announced that it would revise the accounting
treatment of its July 1998 acquisitions of ITK International, Inc. (ITK) and
Central Data Corporation (CDC) in response to comments received from the
Securities and Exchange Commission. Accordingly, this Current Report on Form
8-K/A is being filed as Amendment No. 2 to the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission (SEC) on July 29,
1998 for the purpose of restating financial information and related disclosures
for the ITK acquisition. See Notes 2 and 3 to the Company's Consolidated
Financial Statements as of and for the year ended September 30, 1998 included in
the Company's Form 10-K/A filed with the SEC on August 16, 1999.
2
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 amends certain
financial information required by Item 7 that was previously filed on Form 8-K/A
Amendment No. 1 dated October 27, 1998.
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 (1)
Consolidated Balance Sheet as of June 30, 1998 and 1997 (1)
Consolidated Statement of Operations for the Years Ended
June 30, 1998, 1997 and 1996 (1)
Consolidated Statement of Changes in Stockholders' Deficit
for the Years Ended June 30, 1998, 1997 and 1996 (1)
Consolidated Statement of Cash Flows for the Years Ended
June 30, 1998, 1997 and 1996 (1)
Notes to Consolidated Financial Statements (1)
(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
3
(c) EXHIBITS.
2 Agreement and Plan of Merger dated as of July 1, 1998 among
the Registrant, Merger Sub and ITK.(2)
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. (1)
99.1 Press Release of the Registrant dated July 29, 1998.(2)
99.2 Financial Statements of ITK. (1)
99.3 Pro Forma Financial Information of Registrant and ITK.
(1) Incorporated by reference to the like numbered Exhibit to the
Registrant's Current Report on Form 8-K/A dated October 27, 1998 and
filed with the Commission on October 27, 1998 (File No. 0-17972).
(2) 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: August 18, 1999 By /s/ Subramanian Krishnan
Subramanian Krishnan
Sr. Vice President and Chief Financial Officer
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EXHIBIT INDEX
No. Exhibit Page
99.3 Pro Forma Financial Information of Registrant and Filed
ITK. Electronically