Amended Current Report Filing (8-k/a)
February 07 2020 - 5:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
December 13, 2019
Date of report (date of earliest event
reported)
Digi International Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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1-34033
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41-1532464
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(State of Incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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9350 Excelsior Blvd., Suite 700
Hopkins, Minnesota
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55343
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(Address of principal executive offices)
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(Zip Code)
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(952) 912-3444
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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DGII
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter):
Emerging growth company ¨¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨¨
EXPLANATORY
NOTE
On December 13, 2019 Digi International Inc. (“Digi”)
completed its acquisition of Opengear, Inc. (“Opengear”) pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”) with Namath Merger Sub, Inc., Opengear, and Shareholder Representative Services LLC, as representative of the
securityholders of Opengear.
This Amendment No. 1 on Form 8-K/A is being filed
by Digi to amend the current report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December
16, 2019 (the “Original Report”), solely to provide the disclosures required by Item 9.01 of Form 8-K that
were not previously included in the Original Report, including the required financial statements of Opengear and the required pro
forma financial information. Except as otherwise provided herein, the disclosures made in the Original Report remain unchanged.
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Item 9.01
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Financial Statements and Exhibits.
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(a) Financial
Statements of Businesses Acquired.
The
consolidated financial statements of Opengear and its subsidiaries required by Item 9.01(a) of Form 8-K are attached
as Exhibit 99.2 hereto and incorporated herein by reference.
(b) Pro
Forma Financial Information.
The
unaudited pro forma condensed combined balance sheet of Digi and Opengear as of September 30, 2019, their unaudited
pro forma condensed combined statement of operations for the year ended September 30, 2019, and notes to the unaudited pro
forma combined condensed financial statements, each giving effect to Digi’s acquisition
of Opengear and the related indebtedness, are attached as Exhibit 99.3 hereto and incorporated herein by reference.
(d) Exhibits.
The following exhibits are provided
herewith:
Exhibit No.
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Description
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Manner of Filing
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2.1
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Agreement and Plan of Merger by and among Digi International Inc., Namath Merger Sub, Inc., Opengear, Inc. and Shareholder Representative Services LLC, as representative, dated as of November 7, 2019*(1)
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Incorporated by Reference
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10.1
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Credit Agreement dated as of December 13, 2019, with BMO Harris Bank N.A., as administrative agent and collateral agent, BMO Capital Markets Corp., as joint lead arranger and sole book runner and Silicon Valley Bank, as joint lead arranger, other lenders from time to time party thereto*†
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Filed Electronically
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23.1
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Consent of Sayner Bates P.C., Independent Auditors
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Filed Electronically
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23.2
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Consent of BKD, LLP, Independent Auditors
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Filed Electronically
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99.1
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Press release dated December 16, 2019†
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Furnished Electronically
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99.2
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Audited consolidated financial statements of Opengear, Inc. and subsidiaries as of and for the year ended December 31, 2018; audited consolidated financial statements of Opengear, Inc. and subsidiaries as of and for the nine months ended September 30, 2019
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Filed Electronically
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99.3
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Unaudited pro forma condensed combined balance sheet
as of September 30, 2019, unaudited pro forma condensed combined statement of operations for the year ended September 30,
2019, and notes to the unaudited pro forma combined condensed financial statements (unaudited)
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Filed
Electronically
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*
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Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Digi agrees to furnish to the Commission a copy of
any omitted schedule upon request.
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†
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Included with Original Filing.
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(1)
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Incorporated by reference to Exhibit 2.1 to current report on Form 8-K filed November 8, 2019.
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SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Date: February 7, 2020
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DIGI INTERNATIONAL INC.
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By:
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/s/ David H. Sampsell
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David H. Sampsell
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Vice President of Corporate Development, General Counsel & Corporate Secretary
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