DIGI INTERNATIONAL INC, S-3, 1995-05-10

DIGI INTERNATIONAL INC
S-3, 1995-05-10
COMPUTER PERIPHERAL EQUIPMENT, NEC

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<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1995
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

DIGI INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware 41-1532464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

6400 Flying Cloud Drive
Eden Prairie, Minnesota 55344
(612) 943-9020
(Address and telephone number, of the Registrant's
principal executive offices)
_______________________

Ervin F. Kamm, Jr.
Chief Executive Officer
Digi International Inc.
Eden Prairie, Minnesota 55344
(612) 943-9020
(Name, address and telephone number of agent for service)

Copies to:

James E. Nicholson
Faegre & Benson
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
_______________________

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT * OFFERING PRICE * REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
(par value $0.01 per share) 105,550 Shares $21.13 $2,230,272 $770
- --------------------------------------------------------------------------------------------------------------------------
<FN>
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average high and low sale
prices of the Registrant's Common Stock on May 8, 1995 as reported by the
Nasdaq Stock Market.
</TABLE>
_______________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 10, 1995

105,550 SHARES

DIGI INTERNATIONAL INC.

COMMON STOCK

This Prospectus relates to up to 105,550 shares of Common Stock of
Digi International, Inc. (the "Company") which may be sold by the Selling
Stockholders. See "Selling Stockholders." The Company will not receive any of
the proceeds from the sale of shares by the Selling Stockholders. The Selling
Stockholders will pay the expenses of the offering, estimated at $9,000.

The Common Stock of the Company is traded in the over-the-counter
market and quoted on the Nasdaq Stock Market under the symbol "DGII." On May 8,
1995, the last reported sale price of the Common Stock, as reported on the
Nasdaq Stock Market, was $21.13 per share. See "Price Range of Common Stock and
Dividend Policy."

The distribution of the shares of Common Stock offered hereby by the
Selling Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq Stock Market
or otherwise, in the over-the-counter market, in negotiated transactions,
through the writing of options on shares (whether such options are listed on an
options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). See "Plan of Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof.

THE DATE OF THIS PROSPECTUS IS MAY ___, 1995

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation of sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the Exchange Act"), are incorporated in and made a part of
this Prospectus by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 (which incorporates by reference certain portions
of the Company's 1994 Annual Report to Stockholders, including financial
statements and notes thereto, and certain portions of the Company's
definitive Notice and Proxy Statement for the Company's Annual Meeting of
Stockholders held on January 31, 1995).

(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1994 and March 31, 1995.

(c) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A dated September 13, 1989 and
Amendment No. 1 thereto dated October 5, 1989.

All reports and any definitive proxy or information statements filed
by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be part hereof from the
date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral request of any such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits not specifically
incorporated in such documents). Requests for such copies should be directed to
Chief Financial Officer, Digi International Inc., 6400 Flying Cloud Drive, Eden
Prairie, Minnesota 55344 (telephone number 612/943-9020).

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D. C. 20549, and at the Commission's regional offices at the Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 75
Park Place, 14th Floor, New York, New York 10007. Copies of such materials may
be obtained at prescribed rates from the public reference facilities of the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.

Additional information regarding the Company and the shares offered
hereby is contained in the Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information regarding
the Company and the shares offered hereby reference is made to the Registration
Statement, and exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies thereof may be obtained from the
Commission at prescribed rates.

2
<PAGE>
THE COMPANY

Digi International Inc. (the "Company") is a leading provider of data
communications hardware and software products. The Company produces these
products under the DigiBoard, Arnet, Star Gate and MiLAN tradenames for the
rapidly growing microcomputer-based multiuser and networked systems market.

The Company was incorporated as Digiboard, Inc. in Minnesota in July
1985 and was reincorporated under its present name as a Delaware corporation in
July 1989. The Company's executive offices are located at 6400 Flying Cloud
Drive, Eden Prairie, Minnesota 55344, and its telephone number is 612/943-9020.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Company's Common Stock has been traded in the over-the-counter
market and quoted on the Nasdaq Stock Market under the symbol DGII since the
Company's initial public offering on October 5, 1989. The following table sets
forth, for the fiscal quarters indicated, the high and low last sale prices for
the Common Stock as reported on the Nasdaq Stock Market.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR ENDED SEPTEMBER 30, 1993
First Quarter. . . . . . . . . . . . . . . . . . . . . 24.25 13.75
Second Quarter . . . . . . . . . . . . . . . . . . . . 26.25 18.75
Third Quarter. . . . . . . . . . . . . . . . . . . . . 23.50 16.00
Fourth Quarter . . . . . . . . . . . . . . . . . . . . 24.50 18.25

FISCAL YEAR ENDED SEPTEMBER 30, 1994
First Quarter. . . . . . . . . . . . . . . . . . . . . 24.25 18.25
Second Quarter . . . . . . . . . . . . . . . . . . . . 21.88 17.00
Third Quarter. . . . . . . . . . . . . . . . . . . . . 18.00 12.63
Fourth Quarter . . . . . . . . . . . . . . . . . . . . 16.00 11.50

FISCAL YEAR ENDED SEPTEMBER 30, 1995
First Quarter. . . . . . . . . . . . . . . . . . . . . 19.63 13.75
Second Quarter . . . . . . . . . . . . . . . . . . . . 23.50 18.25
Third Quarter (through May 8, 1995). . . . . . . . . . 23.38 19.25
</TABLE>

On May 8, 1995, the last sale price for the Common Stock as reported
by the Nasdaq Stock Market was $21.13 per share.

The Company has never declared or paid any cash dividends on its
capital stock. The Company currently intends to retain any earnings for use in
its business and therefore does not anticipate paying any cash dividends in the
foreseeable future.

3
<PAGE>
SELLING STOCKHOLDERS

Michael L. Conrad and Daniel H. Eakins (the "Selling Stockholders")
are the founders and are officers of MiLAN Technology Corporation, which was
acquired by the Company on November 12, 1993. All of the shares of Common Stock
being sold by the Selling Stockholders were acquired in connection with this
acquisition. The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of May 8, 1995 and as
adjusted to reflect the sale of shares offered by this Prospectus by each
Selling Stockholder.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO SHARES OWNED AFTER
OFFERING (1) OFFERED OFFERING (1)
------------ ------- -------------------
NUMBER PERCENT NUMBER NUMBER PERCENT
Name ------ ------- ------- ------ -------
- ---------------------------
<S> <C> <C> <C> <C> <C>
Michael L. Conrad 78,594 * 68,297 10,297 *
16795 Lark Avenue
Suite 110
Los Gatos, CA 95030

Daniel H. Eakins 37,253 * 37,253 -- *
894 Ross Drive, Suite 101
Sunnyvale, CA 94089
_________________________
<FN>
* Represents beneficial ownership of less than one percent of the outstanding
Common Stock.

(1) Assuming all shares of Common Stock owned by Mr. Conrad and Mr. Eakins
and offered hereby are sold.
</TABLE>

PLAN OF DISTRIBUTION

LEGAL MATTERS

The validity of the Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Faegre & Benson,
Minneapolis, Minnesota. James E. Nicholson, a member of Faegre & Benson
Professional Limited Liability Partnership, is the Secretary of the Company.
Faegre & Benson Professional Limited Liability Partnership and certain of its
members beneficially own an aggregate of 37,500 shares of Common Stock of the
Company.

4
<PAGE>
EXPERTS

The consolidated financial statements and financial statement
schedules of the Company as of September 30, 1994 and 1993, and for each of the
three years in the period ended September 30, 1994, appearing or incorporated by
reference in the Company's Annual Report on Form 10-K, have been audited by
Coopers & Lybrand L.L.P., independent accountants, as set forth in their report
thereon included therein and incorporated herein by reference. All such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon the authority of such firm as experts in auditing and
accounting.

5
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<CAPTION>
<S> <C>
SEC registration fee. . . . . . . . . . . . . . . . . . $ 770.00
*Fees and expenses of counsel. . . . . . . . . . . . . . 2,500.00
*Fees and expenses of accountants. . . . . . . . . . . . 4,000.00
*Blue sky fees and expenses. . . . . . . . . . . . . . . 250.00
*Printing expenses . . . . . . . . . . . . . . . . . . . 500.00
*Transfer agent fees . . . . . . . . . . . . . . . . . . 500.00
*Miscellaneous . . . . . . . . . . . . . . . . . . . . . 480.00
---------
Total. . . . . . . . . . . . . . . . . . . . . . $9,000.00
---------
---------
<FN>
*Except for the SEC registration fee, all of the foregoing expenses
have been estimated.
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his service as a
director or officer of the corporation, or his service, at the corporation's
request, as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees) that are actually
and reasonably incurred by him ("Expenses"), and judgments, fines and amounts
paid in settlement that are actually and reasonably incurred by him, in
connection with the defense or settlement of such action, provided that he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The General Corporation Law of the State of
Delaware also provides for mandatory indemnification of any director, officer,
employee or agent against Expenses to the extent such person has been successful
in any proceeding covered by the statute. In addition, the General Corporation
Law of the State of Delaware provides the general authorization of advancement
of a director's or officer's litigation expenses in lieu of requiring the
authorization of such advancement by the board of directors in specific cases,
and that indemnification and advancement of expenses provided by the statute
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement or otherwise.

The By-Laws of the Registrant provide for the broad indemnification by
the directors and officers of the Registrant and for advancement of litigation
expenses to the fullest extent permitted by current Delaware law. The
Registrant also has entered into indemnification contracts with its directors
and officers.

The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which it may incur in
connection with the foregoing indemnity provisions and which may provide direct
indemnification to directors and officers where the Registrant is unable to do
so.

ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibit
- ------- ----------------------

5 Opinion and consent of Faegre & Benson Professional Limited
Liability Partnership.

23 Consent of Coopers & Lybrand L.L.P.

24 Powers of attorney.

II-1
<PAGE>
ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;

(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

(4) that, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Minneapolis and State of Minnesota on May 10, 1995.

DIGI INTERNATIONAL INC.

By /s/ Ervin F. Kamm, Jr.
------------------------------------------
Ervin F. Kamm, Jr. CHIEF EXECUTIVE OFFICER

Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below on May 10, 1995 by the following
persons in the capacities indicated:

Ervin F. Kamm, Jr.*, Chief Executive Officer
(Principal Executive Officer)

Gerald A. Wall*, Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

Willis K. Drake*, Director
Richard E. Eichhorn*, Director
Ervin F. Kamm, Jr.*, Director
Mykola Moroz*, Director All members of the Board of Directors
Richard E. Offerdahl*, Director
John P. Schinas*, Director
David Stanley*, Director

* Ervin F. Kamm, Jr., by signing his name hereto, does hereby sign this
document on behalf of himself and each of the other above-named directors of the
registrant pursuant to powers of attorney duly executed by such person.

/s/ Ervin F. Kamm, Jr.
------------------------------------------
Ervin F. Kamm, Jr. CHIEF EXECUTIVE OFFICER

II-3
<PAGE>
INDEX TO EXHIBITS

Exhibit
Number Description of Exhibit Form of Filing
- ------- ---------------------- --------------
<S> <C> <C>
5 Opinion and consent of Faegre & Benson
Professional Limited Liability Partnership. . . . . . . . . . . . . . Electronic Transmission

23 Consent of Coopers & Lybrand L.L.P. . . . . . . . . . . . . . . . . . . Electronic Transmission

24 Powers of attorney . . . . . . . . . . . . . . . . . . . . . . . . . . Electronic Transmission

</TABLE>

II-4

<PAGE>
EXHIBIT 5

May 10, 1995

Digi International Inc.
6400 Flying Cloud Drive
Eden Prairie, Minnesota 55344

Gentlemen:

In connection with the proposed registration under the Securities Act
of 1933, as amended, of 105,550 shares of Common Stock, par value $.01 per
share, of Digi International Inc., a Delaware corporation (the "Company"),
proposed to be sold by certain Selling Stockholders of the Company, we have
examined such corporate records and other documents, including the Registration
Statement on Form S-3, dated the date hereof, relating to such shares (the
"Registration Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion, and we advise you that in our opinion:

1. The Company is a corporation duly organized and existing under
the laws of the State of Delaware.

2. The shares of Common Stock proposed to be sold by the Selling
Stockholders named in the Registration Statement are, and when sold as
contemplated in the Registration Statement will be, legally and validly
issued and fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus constituting a part of the Registration Statement and
to the reference to our firm wherever appearing therein.

Very truly yours,

/s/ FAEGRE & BENSON
FAEGRE & BENSON
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP

<PAGE>
EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-3
(File No. 33-__________) of our reports dated November 15, 1994, on our audits
of the consolidated financial statements and financial statement schedules of
Digi International Inc. We also consent to the reference to our firm under the
caption "Experts."

/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

Minneapolis, Minnesota
May 5, 1995

<PAGE>

EXHIBIT 24--POWERS OF ATTORNEY

DIGI INTERNATIONAL INC.