DIGI INTERNATIONAL INC
10-Q, 1995-08-14
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<PAGE>


              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                  FORM 10-Q


       REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
/ X /  EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 1995.

                                      OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
/   /  SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____.

Commission file number: 0-17972

                           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 Number)


6400 Flying Cloud Drive
Eden Prairie, Minnesota                                     55344
(Address of principal executive offices)                 (Zip Code)


                                612) 943-9020
            (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                            Yes __X__        No _____

On July 31, 1995, there were 13,494,461 shares of the registrant's $.01 par
value Common Stock outstanding.

This document contains 12 pages.


                                     - 1 -

<PAGE>

                                    INDEX


Part I.  FINANCIAL INFORMATION

     Item 1. Financial Statements:
             Consolidated Condensed Statements of Operations
             for the three months and nine months ended
             June 30, 1995 and 1994.                                       3

             Consolidated Condensed Balance Sheets as of
             June 30, 1995 and September 30, 1994.                         4

             Consolidated Condensed Statements of Cash
             Flows for the nine months ended
             June 30, 1995 and 1994.                                       5

             Notes to Consolidated Condensed Financial
             Statements.                                                   6

     Item 2. Management's Discussion and Analysis of
             Results of Operations and Financial Condition.                8


Part II.  OTHER INFORMATION

     Item 1. Legal Proceedings                                            10

     Item 2. Changes in Securities                                        10

     Item 3. Defaults Upon Senior Securities                              10

     Item 4. Submission of Matters to a Vote of
             Securities Holders                                           10

     Item 5. Other Information                                            10

     Item 6. Exhibits and Reports on Form 8-K                             10



                                     - 2 -

<PAGE>


                           DIGI INTERNATIONAL INC.
               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED JUNE 30     NINE MONTHS ENDED JUNE 30
                                       --------------------------    --------------------------
                                           1995           1994           1995           1994
                                       -----------    -----------    ------------   -----------
<S>                                    <C>            <C>            <C>            <C>
Net sales                              $41,179,259    $35,185,366    $119,134,170   $92,821,753

Cost of sales                           19,048,547     17,489,066      56,089,539    43,717,949
                                       -----------    -----------    ------------   -----------

Gross margin                            22,130,712     17,696,300      63,044,631    49,103,804

Operating expenses:

  Sales & marketing                      8,422,648      5,849,545      23,320,218    16,436,600

  Research & development                 3,838,933      2,688,098      10,289,890     7,007,056

  General & administrative               2,983,629      2,922,270       9,266,713     7,722,436
                                       -----------    -----------    ------------   -----------

Total operating expenses                15,245,210     11,459,913      42,876,821    31,166,092
                                       -----------    -----------    ------------   -----------

Operating income                         6,885,502      6,236,387      20,167,810    17,937,712

Other income, principally interest         610,450        235,173       1,428,656       749,766
                                       -----------    -----------    ------------   -----------

Income before income taxes               7,495,952      6,471,560      21,596,466    18,687,478

Provision for income taxes               2,648,560      2,255,453       7,664,014     6,312,684
                                       -----------    -----------    ------------   -----------

Net income                              $4,847,392     $4,216,107     $13,932,452   $12,374,794
                                       -----------    -----------    ------------   -----------
                                       -----------    -----------    ------------   -----------

Income per common and common
  equivalent share                           $0.35          $0.29           $0.99         $0.85

Weighted average common and common
  equivalent shares outstanding         14,035,180     14,607,204      14,035,939    14,644,358
                                       -----------    -----------    ------------   -----------
                                       -----------    -----------    ------------   -----------

</TABLE>

See accompanying notes to unaudited consolidated condensed financial statements.




                                     - 3 -

<PAGE>

                           DIGI INTERNATIONAL INC.
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                       JUNE 30      SEPTEMBER 30
                                                         1995            1994
                                                    ------------    ------------
<S>                                                 <C>             <C>
ASSETS

Current assets:
  Cash and cash equivalents                          $11,351,672     $13,849,017
  Marketable securities                               29,905,131      23,412,434
  Accounts receivable, net                            23,976,182      21,559,115
  Inventories, net                                    25,826,968      23,359,489
  Other                                                2,289,972       2,136,113
                                                    ------------    ------------
    Total current assets                              93,349,925      84,316,168

Property, equipment and improvements, net             11,482,808       9,844,801
Intangible assets, net                                 8,125,876       7,682,910
Other                                                  1,400,362         914,248
                                                    ------------    ------------
    Total assets                                    $114,358,971    $102,758,127
                                                    ------------    ------------
                                                    ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                    $6,558,055      $3,929,146
  Income taxes payable                                   600,336       1,027,658
  Accrued expenses                                     7,380,776       6,688,148
                                                    ------------    ------------
    Total current liabilities                         14,539,167      11,644,952

Commitments
Stockholders' equity:
  Preferred stock, $.01 par value;
    2,000,000 shares authorized;
    none outstanding
  Common stock, $.01 par value;
    60,000,000 shares authorized;
    14,527,190 and 14,474,663 shares
    outstanding                                          145,272         144,747
  Additional paid-in capital                          40,351,141      39,788,556
  Retained earnings                                   76,205,885      62,273,433
                                                    ------------    ------------
                                                     116,702,298     102,206,736
  Unearned stock compensation                           (250,952)       (392,332)
  Treasury stock, at cost, 1,032,729 and
    755,229 shares                                   (16,631,542)    (10,701,229)
                                                    ------------    ------------
     Total stockholders' equity                       99,819,804      91,113,175
                                                    ------------    ------------
     Total liabilities and stockholders' equity     $114,358,971    $102,758,127
                                                    ------------    ------------
                                                    ------------    ------------
</TABLE>


      See accompanying notes to unaudited condensed financial statements.

                                     - 4 -

<PAGE>



                           DIGI INTERNATIONAL INC.
               CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                      for the nine months ended June 30
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                          1995          1994
                                                      -----------    -----------
<S>                                                   <C>            <C>
Operating activities:

Net Income                                            $13,932,452    $12,374,794
Adjustments to reconcile net income to
  cash provided by operating activities:
    Depreciation and amortization                       2,617,146      1,823,734
    Provision for losses on accounts receivable           113,927        420,845
    Provision for inventory obsolescence                  192,000        425,217
    Stock compensation                                    106,461        154,373
    Changes in operating assets and liabilities        (2,936,231)   (17,634,878)
                                                      -----------    -----------
      Total adjustments                                    93,303    (14,810,709)
                                                      -----------    -----------
      Net cash provided by (used in) operating
        activities                                     14,025,755     (2,435,915)
                                                      -----------    -----------
Investing activities:
  Purchase of property, equipment and improvements
    and other                                          (4,698,119)    (2,984,485)
  Net proceeds from maturity (purchases) of
    marketable securities                              (6,492,697)    12,365,031
  Business acquisition                                                (2,536,766)
                                                       -----------    -----------
      Net cash (used in) provided by investing
        activities                                    (11,190,816)     6,843,780
                                                      -----------    -----------
Financing activities:
  Purchase of treasury stock                           (5,930,313)    (4,387,500)
  Stock option transactions                               598,029        681,094
                                                      -----------    -----------
     Net cash used in financing activities             (5,332,284)    (3,706,406)
                                                      -----------    -----------
Net (decrease) increase in cash and cash equivalents   (2,497,345)       701,459
Cash and cash equivalents, beginning of period         13,849,017     17,831,258
                                                      -----------    -----------
Cash and cash equivalents, end of period              $11,351,672    $18,532,717
                                                      -----------    -----------
                                                      -----------    -----------
</TABLE>

                                     - 5 -

<PAGE>

                           DIGI INTERNATIONAL INC.

            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 (unaudited)


1. BASIS OF PRESENTATION

The financial statements included in this Form 10-Q have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures, normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been condensed or omitted
pursuant to such rules and regulations.  These financial statements should be
read in conjunction with the consolidated financial statements and related
notes thereto included in the Company's 1994 Annual Report and Form 10-K.

The financial statements presented herein as of June 30, 1995 and for the
three months and nine months then ended reflect, in the opinion of
management, all adjustments (which only consist of normal recurring
adjustments) necessary for a fair presentation of financial position and the
results of operations for the periods presented.  The results of operations
for any interim period are not necessarily indicative of results for the full
year.

2.  INVENTORIES

Inventories are stated at the lower of cost or market, with cost determined
on the first-in, first-out method.  Inventories at June 30, 1995 and
September 30, 1994 consisted of the following:

<TABLE>
<CAPTION>
                                                   JUNE 30      SEPTEMBER 30
                                                 -----------    ------------
<S>                                              <C>            <C>
Raw materials                                    $13,635,588     $13,647,651
Work in progress                                   5,263,174       5,231,662
Finished goods                                     6,928,206       4,480,176
                                                 -----------     -----------
                                                 $25,826,968     $23,359,489
                                                 -----------     -----------
                                                 -----------     -----------
</TABLE>

3.  INCOME PER SHARE

Income per common share is computed by dividing net income by the weighted
average number of common shares and common equivalent shares outstanding
during the period.  Common stock equivalents result from dilutive stock
options.

                                     - 6 -

<PAGE>

NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS (Cont.)

4.  COMMON STOCK

During the nine months ended June 30, 1995, 52,527 shares of the Company's
common stock were issued upon the exercise of outstanding stock options for
58,694 shares.  The difference between the shares issued and options
exercised results from the stock option plan's provision allowing the
employees to elect to pay their withholding obligations through share
reduction.  Withholding taxes paid by the Company, as a result of the share
reduction option, amounted to $144,071.




                                     - 7 -

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

REVENUES

Sales for the quarter and nine months ended June 30, 1995, exceeded sales for
the corresponding periods of 1994 by $5,993,893 and $26,312,417,
respectively, which represent percentage increases of 17.0% and 28.3%,
respectively.  Sales in all product markets increased over prior year figures
as follows:

<TABLE>
<CAPTION>
                                                                1995
PRODUCT                      QUARTERLY      NINE MONTH     PERCENT OF NINE
MARKET                       INCREASE        INCREASE       MONTH REVENUE
-------                      ---------      ----------     ---------------
<S>                          <C>            <C>            <C>
Multi-user                     10.3%           19.3%             65.5%
Remote Access                  37.0%           69.6%             13.5%
Lan Connect                    29.4%           57.6%             17.9%
</TABLE>

Sales to original equipment manufactures (OEMs) increased from 22.8% of net
sales in the quarter ended June 30, 1994 to 23.6% in 1995 and 20.2% for the
nine months ended June 30, 1994 to 23.4% for the corresponding nine month
period of 1995.  Sales of the Company's products in international markets
increased by 30.3% on a quarterly basis and 20.3% for the first nine months
of 1995.

The Company believes that the revenue from its Remote Access and Lan Connect
markets will continue to show rapid growth, while the Multi-user market
growth will stabilize or perhaps decline slightly.

GROSS MARGINS

Gross margins increased from $17,696,300 or 50.3% of net sales for the
quarter ended June 30, 1994 to $22,130,712 or 53.7% of net sales for the
quarter ended June 30, 1995.  For the nine months ended June 30, 1994 gross
margins of $49,103,804 or 52.9% of net sales, increased to $63,044,631 or
52.9% of net sales for the same period of 1995.  The increase in gross margin
for the quarter is primarily related to the increase in higher margin sales
to the distribution market.

OPERATING EXPENSES

Operating expenses increased from $11,459,913 for the quarter ended June 30,
1994 to $15,245,210 for the quarter ended June 30, 1995, an increase of
33.0%.  Operating expenses were $31,166,092 for the nine months ended June
30, 1994 and increased to $42,876,821 for the nine months ended June 30,
1995, an increase of 37.6%.  The quarterly and year-to-date increases can by
attributed primarily to increased R&D and market development spending for new
products and markets, principally in the Remote Access and Lan Connect
markets, plus increased staffing levels.

                                     - 8 -

<PAGE>

NON OPERATING INCOME

Interest income increased from $235,173 for the quarter ended June 30, 1994
to $610,450 the quarter ended June 30, 1995.  For the nine months ended June
30, 1994 interest income was $749,766 compared to $1,428,656 for the same
period of 1995.  These increases result from an increase in invested balances
coupled with an increase in investment yield.

INCOME TAXES

The Company's effective income tax rate was 35.3% in the current quarter
compared to 34.9% in the corresponding quarter of last year.  The effective
rate for the nine month period ended June 30, 1995 was 35.5% compared to
33.8% for the same period of 1994.  These increases result from a decrease in
the federal  R&D credit and increased state taxes resulting from the MiLAN
acquisition, which was completed in November 1993.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its operations principally with funds generated from
operations and proceeds from public stock offerings.

Cash flows from operations for the nine months ended June 30, 1994 were
negatively impacted by increased levels of inventories and accounts
receivable primarily from growth in operations including MiLAN.  Cash flows
from operations for the nine months ended June 30, 1995 have returned to
historical levels, which the Company expects to continue.

Investing activities for the period ended June 30, 1995, primarily include
new investments of excess cash and reinvestment of maturing investments.

On March 27, 1995, the Company's board of directors authorized a one million
share repurchase program, which will be funded by available cash balances
over an unspecified period of time.

The Company expects to expend, from current funds, up to $5.5 million for
plant acquisition during the next six to nine months.  This plant will
consolidate three different Minnesota locations into one facility, providing
for improved operating efficiencies and  control.  In addition, the Company
recently announced its intention to acquire Lan Access Corporation.  The
purchase will be funded from current cash and/or investment balances.

At June 30, 1995, the Company had working capital of $78.8 million, no debt
and no established lines of credit.  Management believes current financial
resources, cash generated by operations and the Company's potential capacity
for debt and/or equity financing will be sufficient to fund current business
operations and any anticipated business expansion.


                                     - 9 -

<PAGE>

                         PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

          EXHIBIT NUMBER                    DESCRIPTION
          --------------                    -----------
               3(a)          Restated Certificate of Incorporation of
                             the Registrant*

               3(b)          Amended and Restated By-Laws of the
                             Registrant**

               10(l)         Employment arrangement between the
                             Company and Gary L. Deaner for
                             fiscal 1995.

               10(m)         Employment arrangement between the
                             Company and Gerald A. Wall for
                             fiscal 1995.

               10(n)(1)      Employment arrangement with Ray D. Wymer.

               27            Financial Data Schedule

 *  Incorporated by reference to the corresponding exhibit
    number of the Company's Form 10-K for the year ended
    September 30, 1992 (File No. 0-17972).

**  Incorporated by reference to the corresponding exhibit
    number of the Company's Registration Statement on Form
    S-1 (File No. 33-42384).

    (b) Reports on Form 8-K:

       None


                                    - 10 -

<PAGE>

                                  SIGNATURE

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 14, 1995                 By:   /s/ Gerald A. Wall
                                          --------------------------------
                                       Gerald A. Wall
                                       Chief Financial Officer
                                       (duly authorized officer and
                                       Principal Financial Officer)



<PAGE>






May 16, 1995



PERSONAL AND CONFIDENTIAL

Gary L. Deaner
MiLAN Technology Corporation
894 Ross Drive, #101
Sunnyvale, CA 94089

Dear Gary:

        This letter is written to confirm the terms of your compensation for
fiscal 1995.

        Your base pay is an annual salary of $150,000.

        You are also eligible for a cash bonus equal to 100% of your base
salary, contingent upon Digi International Inc. meeting budgeted net sales
and after-tax earnings targets for fiscal 1995. If either of these targets is
not met, the Compensation Committee of the Board of Directors will determine
in its discretion the amount of bonus, if any, that you would be paid for
fiscal 1995.

        As you are aware, you were also awarded a stock option for 30,000
shares of Digi Common Stock, with an exercise price of $17.50 per share, as a
further element of your fiscal 1995 compensation.

Very truly yours,



Ervin F. Kamm, Jr.
President & Chief Executive Officer

EFK/llh

cc:     W. K. Drake
        G. A. Wall
        J. E. Nicholson


<PAGE>





May 18, 1995



PERSONAL AND CONFIDENTIAL

Mr. Gerald A. Wall
Digi International Inc.
6400 Flying Cloud Drive
Eden Prairie, MN 55344

Dear Jerry:

        This letter is written to confirm the terms of your compensation for
fiscal 1995.

        Your base pay is an annual salary of $130,000, retroactive to October
1, 1994.

        You are also eligible for a cash bonus equal to 100% of your base
salary, contingent upon Digi International Inc. meeting budgeted net sales
and after-tax earnings targets for fiscal 1995. If either of these targets is
not met, the Compensation Committee of the Board of Directors will determine
in its discretion the amount of bonus, if any, that you would be paid for
fiscal 1995.

        As you are aware, you were also awarded a stock option for 10,000
shares of Digi Common Stock, with an exercise price of $17.50 per share, as a
further element of your fiscal 1995 compensation.

Very truly yours,



Ervin F. Kamm, Jr.
President & Chief Executive Officer

EFK/llh

cc:     W. K. Drake
        J. E. Nicholson


<PAGE>

                    AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

     THIS AGREEMENT NO. 1 TO EMPLOYMENT AGREEMENT, made as of the 8th day of
May, 1995, by and between STAR GATE TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), and Ray D. Wymer (the "Executive").

                                WITNESSETH:

     Whereas, the parties have entered into an Employment Agreement dated as
of April 13, 1993 (the "Employment Agreement"); and

     Whereas the parties hereto wish to amend the Employment Agreement as set
forth below:

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  AMENDMENT TO EMPLOYMENT AGREEMENT.

         (A)   Section 2.2 of the Employment Agreement is hereby amended in
its entirety to read as follows:

         2.2   BONUS FOR FISCAL 1995.  Executive shall be eligible to receive
     a bonus for fiscal 1995 as follows:

     (a) The target bonus shall be 100% of Executive's base salary for fiscal
         1995. Executive shall be entitled to that bonus amount if the
         objectives set by the budget plan for Digi International Inc. (the
         "Budget Plan" or "Budget") for fiscal 1995 are met.

     (b) If some or all of the objectives of the Budget Plan are not met for
         fiscal 1995, the Board of Directors of Digi will determine in its
         discretion what portion, if any, of the target bonus amount will be
         paid to Executive for that year. If the objectives are exceeded for
         fiscal 1995, the Board may in its discretion award Executive a
         bonus that is larger than the target bonus.

     (c) The bonus for fiscal 1995 shall be paid to Executive on September
         30, 1995 or as soon thereafter as the Company is able to determine
         whether the objectives have been met for that year.

         (B)  Section 2.3 of the Employment Agreement is hereby amended in
its entirety to read as follows:

         2.3  BONUSES BEGINNING IN FISCAL 1996.  Beginning in fiscal 1996, if
     Digi International Inc. meets both net sales and after-tax earnings
     targets set by the Budget Plan by at least 80% for any fiscal year during
     which this Agreement is in effect, then Executive shall be eligible for
     the cash bonuses described below for such year. If the Digi International
     Inc. Budget Plan is less than 80% achieved for either net sales or
     after-tax earnings, neither bonus described below will be paid.

     (a)  If the targets for Digi International Inc. are 100% achieved for
          both net sales and after-tax earnings, Executive shall be entitled

<PAGE>

          to a bonus equal to 50% of Executive's base salary. If the Digi
          International Inc. targets for both net sales and after-tax earnings
          are achieved by at least 80%, but for either measure by less than
          100%, Executive will be entitled to a percentage of the foregoing
          bonus amount (i.e., 50% of Executive's base salary) equal to the
          smaller of the percentages of net sales or after-tax earnings that
          were achieved.

     (b)  Provided that the Digi International Inc. targets are at least 80%
          achieved, Executive will also be entitled to an additional bonus
          (the "PMU Bonus") based upon targets for net sales and operating
          income for Digi International Inc.'s Multiuser Product Marketing
          Unit (the "Multiuser PMU").

     (c)  If the Multiuser PMU targets for both net sales and operating
          income are 100% achieved, Executive will be entitled to a PMU
          Bonus equal to 50% of Executive's base salary. If the net sales
          and operating income targets for the Multiuser PMU are both achieved
          by at least 80%, but for either measure by less than 100%, Executive
          will be entitled to a prorated PMU Bonus as set forth below:

          (i)  Three-fourths of the amount of the PMU Bonus will be
               contingent upon operating income. As a result, if the Multiuser
               PMU target for operating income is achieved by at least 80%,
               Executive will be entitled to a percentage of the amount which
               is contingent upon operating income (i.e., three-fourths of
               50% of Executive's base salary) equal to the percentage
               (not exceeding 100%) by which the Multiuser PMU operating income
               was achieved.

          (ii) One quarter of the amount of PMU Bonus will be similarly
               contingent upon net sales. As a result, if the Multiuser PMU
               target for net sales is achieved by at least 80%, Executive
               will be entitled to a percentage of the amount which is
               contingent upon net sales (i.e., one quarter of 50% of
               Executive's base salary) equal to the percentage (not exceeding
               100%) by which the Multiuser PMU target for net sales was
               achieved.

     (d)  If some or all of the objectives of the Budget Plan are exceeded
          for a fiscal year, the Board of Directors of Digi may in its
          discretion award Executive a bonus that is larger than the target
          bonus.

     (e)  The bonuses for each fiscal year shall be paid to Executive on
          September 30 of each year or as soon thereafter as the Company is
          able to determine whether the objectives have been met for that year.

     (f)  The Board of Directors will consult with Executive before
          determining the Budget Plan and Multiuser PMU targets for each fiscal
          year.  However, the Board will have authority to establish

                                    -2-

<PAGE>

          the Budget Plan and Multiuser PMU targets for each year in its sole
          discretion.

          (C)  References to "Budget," "Budget Plan" and "Company Budget Plan"
in the remaining provisions of the Employment Agreement shall be deemed to be
references to the budget plan for Digi International Inc., and the references
to the "Company" in Section 3.2(iii) shall be deemed to be a reference to
Digi International Inc.

     2.  EFFECTIVE DATE.  This Amendment No. 1 shall be effective from and
after October 1, 1994.

     3.  NO ADDITIONAL CHANGES.  Except as expressly amended by this
Amendment No. 1, the Employment Agreement shall continue in full force and
effect.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the date first above written.

                                        STAR GATE TECHNOLOGIES, INC.





                                        By          Ray D. Wymer
                                           ----------------------------------
                                           Its        President
                                               ------------------------------


                                        EXECUTIVE


                                          /S/ Ray D. Wymer
                                        --------------------------------------
                                        Ray D. Wymer


ACKNOWLEDGED AND AGREED TO:

DIGI INTERNATIONAL INC.


By            /S/ Ervin F. Kamm
   ------------------------------------
   Its          President/CEO
       --------------------------------




                                     -3-


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Consolidated Balance sheets and Consolidated Statements of Digi International
Inc. for the nine months ending June 30, 1995, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-START>                             OCT-01-1994
<PERIOD-END>                               JUN-30-1995
<CASH>                                      11,351,672
<SECURITIES>                                29,905,131
<RECEIVABLES>                               24,615,183
<ALLOWANCES>                                   639,001
<INVENTORY>                                 25,826,968
<CURRENT-ASSETS>                            93,349,925
<PP&E>                                      11,482,808
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             114,358,971
<CURRENT-LIABILITIES>                       14,539,167
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