As filed with the Securities and Exchange Commission on March 12, 2014.
Registration No. 333-187949
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
THE SECURITIES ACT OF 1933
DIGI INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
11001 BREN ROAD EAST
|(Address of principal executive offices)||(Zip Code)|
DIGI INTERNATIONAL INC.
2013 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Joseph T. Dunsmore
Chairman, President and Chief Executive Officer
Digi International Inc.
11001 Bren Road East
Minnetonka, Minnesota 55343
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||¨||Accelerated filer||x|
|Non-accelerated filer||¨||Smaller reporting company||¨|
DIGI INTERNATIONAL INC.
Digi International Inc. (the Company) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the Post-Effective Amendment) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on April 16, 2013 (Registration Statement No. 333-187949 and referred to herein as the Prior Registration Statement) with respect to shares of the Companys common stock, par value $.01 per share (the Common Stock), thereby registered for offer or sale pursuant to the Digi International Inc. 2013 Omnibus Incentive Plan (the 2013 Plan). The Prior Registration Statement registered 1,750,000 shares of Common Stock.
The Company has since adopted a new equity incentive plan, the Digi International Inc. 2014 Omnibus Incentive Plan (the 2014 Plan), which replaces the 2013 Plan as of January 27, 2014, the date the Companys stockholders approved the 2014 Plan. No future awards will be made under the 2013 Plan. This Post-Effective Amendment is being filed solely to carry forward the 379,501 shares registered under the Prior Registration Statement that will not be used for awards under the 2013 Plan to the 2014 Plan (the Carryover Shares) The Carryover Shares are hereby deregistered under the Prior Registration Statement.
Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 (the New Registration Statement) to register the shares of Common Stock now available for offer or sale pursuant to the 2014 Plan, including but not limited to the Carryover Shares. The registration fee paid for the Carryover Shares under the Prior Registration Statement shall be carried over to the New Registration Statement.
The Company may, from time to time, file additional post-effective amendments to the Prior Registration Statement to deregister shares that subsequently become available for new awards under the 2014 Plan due to outstanding awards under the 2013 Plan expiring, being forfeited or terminated, or settled in cash, and transfer such shares to the New Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minnetonka, State of Minnesota, on March 12, 2014.
|DIGI INTERNATIONAL INC.|
|By||/s/ Joseph T. Dunsmore|
|Joseph T. Dunsmore|
|Chairman, President and Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 12, 2014:
|Chairman, President, Chief Executive Officer and Director|
|Joseph T. Dunsmore||( Principal Executive Officer and Director )|
|Principal Financial Officer|
|Steven E. Snyder||( Principal Financial and Accounting Officer )|
|Guy C. Jackson|
|Satbir Khanuja, Ph.D.|
|Kenneth E. Millard|
|William N. Priesmeyer|
The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here. Digi International Inc. next reports earnings on April 21, 2014.
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