<PAGE>
As filed with the Securities and Exchange Commission on March 24, 1997
Registration No. 333-
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________
FORM S-8
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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
11001 BREN ROAD EAST 55343
MINNETONKA, MINNESOTA (Zip Code)
(Address of principal
executive offices)
DIGI INTERNATIONAL INC.
STOCK OPTION PLAN AS AMENDED AND RESTATED
(Full title of the plan)
Jonathon E. Killmer
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: (612) 912-3444
______________________
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
- -------------------------------------------------------------------------------
Common Stock, 500,000
$.01 par value shares $ 6.875 $ 3,437,500 $ 1,041.67
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average of the high and low sales prices per
share of the Registrant's Common Stock on March 21, 1997, as reported on
the Nasdaq National Market.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
DIGI INTERNATIONAL INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed (File No. 0-17972) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are, as of their
respective dates, incorporated in this Registration Statement by reference and
made a part hereof:
(1) The latest Annual Report on Form 10-K of Digi International Inc.
(the "Company") for the fiscal year ended September 30, 1996
filed pursuant to Section 13 of the Exchange Act.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (1) above.
(3) The description of the Company's Common Stock which is contained
in the Registration Statement on Form 8-A (File No. 0-17972), as
amended, filed under the Exchange Act and all amendments and
reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
II-1
<PAGE>
ITEM 6. 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 services 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 of Expenses may be entitled under any bylaw, agreement or
otherwise.
Article V of the By-Laws of the Company and indemnification agreements with
directors and officers of the Company provide for the broad indemnification of
the directors and officers of the Company and for advancement of litigation
Expenses to the fullest extent required or permitted by current Delaware law.
The Company maintains a policy of directors and officers liability
insurance that reimburses the Company for Expenses that it may incur in
conjunction with the foregoing indemnity provisions and that may provide direct
indemnification to officers and directors where the Company is unable to do so.
The Certificate of Incorporation of the Company eliminates the personal
liability of a director to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except under certain circumstances
involving certain wrongful acts such as breach of a director's duty of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for any unlawful acts under Section 174 of the General
Corporation Law of the State of Delaware, or for any transaction from which a
director derives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
------- -----------
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(a) to the Company's
Registration Statement on Form S-1 (File No. 33-30725)).
II-2
<PAGE>
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3(b) to the Company's Registration
Statement on Form S-1 (File No. 33-42384)).
4.3 Digi International Inc. Stock Option Plan as Amended and
Restated.
5.1 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
23.1 Consent of Faegre & Benson LLP (contained in its opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
A. The Company 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a twenty percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(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 (A)(1)(i) and (A)(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 with or furnished to the Commission by the Company
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 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.
II-3
<PAGE>
(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.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka,
State of Minnesota, on March 24, 1997.
DIGI INTERNATIONAL INC.
By Jerry A. Dusa
-----------------------------------------------
Jerry A. Dusa
President, Chief Executive Officer and
Director
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 24, 1997.
Signature Title
- --------- -----
Jerry A. Dusa President, Chief Executive Officer and
- ------------------------- Director
Jerry A. Dusa (Principal Executive Officer)
Jonathon E. Killmer Vice President, Chief Financial Officer
- ------------------------- and Treasurer
Jonathon E. Killmer (Principal Financial and Accounting Officer)
John P. Schinas* Chairman of the Board and Director
Willis K. Drake* Director
Richard E. Eichhorn* Director
Mykola Moroz* Director
David Stanley* Director
Robert Moe* Director
*Jerry A. Dusa, by signing his name hereto, does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to powers
of attorney duly executed by such.
By Jerry A. Dusa
-----------------------------------------------
Jerry A. Dusa, Attorney in Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Method
Exhibit Description of Filing
------- ----------- ---------
Incorporated by
4.1 Restated Certificate of Incorporation of the Company.... Reference
Incorporated by
4.2 Amended and Restated By-Laws of the Company............. Reference
4.3 Digi International Inc. Stock Option Plan as Amended Filed
and Restated............................................ Electronically
5.1 Opinion of Faegre & Benson LLP Filed
as to the legality of the shares being registered....... Electronically
23.1 Consent of Faegre & Benson LLP (contained in its
opinion filed as Exhibit 5.1 to this Registration Filed
Statement).............................................. Electronically
Filed
23.2 Consent of Coopers & Lybrand L.L.P. .................... Electronically
Filed
24 Powers of Attorney. .................................... Electronically
II-6
<PAGE>
EXHIBIT 4.3
DIGI INTERNATIONAL INC.
STOCK OPTION PLAN
AS AMENDED AND RESTATED
1. PURPOSE OF PLAN. The purpose of this Digi International Inc. Stock Option
Plan (the "Plan"), is to promote the interests of Digi International Inc., a
Delaware corporation (the "Company"), and its stockholders by providing key
personnel of the Company and its subsidiaries with an opportunity to acquire a
proprietary interest in the Company and thereby develop a stronger incentive to
put forth maximum effort for the continued success and growth of the Company and
its subsidiaries. In addition, the opportunity to acquire a proprietary interest
in the Company will aid in attracting and retaining key personnel of outstanding
ability.
2. ADMINISTRATION OF PLAN. This Plan shall be administered by a committee of
two or more directors (the "Committee") appointed by the Company's board of
directors (the "Board"). No person shall serve as a member of the Committee
unless such person shall be a "Non-Employee Director" as that term is defined in
Rule 16b-3(a)(3)(i), promulgated under the Securities Exchange Act of 1934, as
amended (the "Act"), or any successor statute or regulation comprehending the
same subject matter. A majority of the members of the Committee shall constitute
a quorum for any meeting of the Committee, and the acts of a majority of the
members present at any meeting at which a quorum is present or the acts
unanimously approved in writing by all members of the Committee shall be the
acts of the Committee. Subject to the provisions of this Plan, the Committee
may from time to time adopt such rules for the administration of this Plan as it
deems appropriate. The decision of the Committee on any matter affecting this
Plan or the rights and obligations arising under this Plan or any option granted
hereunder, shall be final, conclusive and binding upon all persons, including
without limitation the Company, stockholders, employees and optionees. To the
full extent permitted by law, (i) no member of the Committee or the CEO Stock
Option Committee (as defined in this paragraph 2) shall be liable for any action
or determination taken or made in good faith with respect to this Plan or any
option granted hereunder and (ii) the members of the Committee and the CEO Stock
Option Committee shall be entitled to indemnification by the Company against and
from any loss incurred by such member or person by reason of any such actions
and determinations. The Committee may delegate all or any part of its authority
under this Plan to a one person committee consisting of the Chief Executive
Officer of the Company as its sole member (the "CEO Stock Option Committee") for
purposes of granting and administering awards granted to persons other than
persons who are then subject to the reporting requirements of Section 16 of the
Exchange Act ("Section 16 Individuals").
3. SHARES SUBJECT TO PLAN. The shares that may be made subject to options
granted under this Plan shall be authorized and unissued shares of common stock
(the "Common Shares") of the Company, $.01 par value, or Common Shares held in
treasury, and they shall not exceed 4,129,400 in the aggregate, except that, if
any option lapses or terminates for any reason before such option has been
completely exercised, the Common Shares covered by the unexercised portion of
such option may again be made subject to options granted under this Plan.
Appropriate adjustments in the number of shares and in the purchase price per
share may be made by the Committee in its sole discretion to give effect to
adjustments made in the number of outstanding Common Shares of the Company
through a merger, consolidation, recapitalization, reclassification,
combination, stock dividend, stock split or other relevant change, provided that
fractional shares shall be rounded to the nearest whole share.
4. ELIGIBLE PARTICIPANTS. Options may be granted under this Plan to any key
employee of the Company or any subsidiary thereof, including any such employee
who is also an officer or director of the Company or any subsidiary thereof.
Nonstatutory stock options, as defined in paragraph 5(a) hereof, also shall be
granted to directors of the Company who are not employees of the Company or any
subsidiary thereof (the "Outside Directors") in accordance with paragraph 6
hereof and may also be granted to other individuals or entities who are not
"employees" but who provide services to the Company or a parent or subsidiary
thereof in the capacity of an Outside Director, advisor or
<PAGE>
consultant. References herein to "employed," "employment" and similar terms
(except "employee") shall include the providing of services in any such capacity
or as a director. The employees and other individuals and entities to whom
options may be granted pursuant to this paragraph 4 are referred to herein as
"Eligible Participants."
5. TERMS AND CONDITIONS OF EMPLOYEE OPTIONS.
(a) Subject to the terms and conditions of this Plan, the Committee
may, from time to time prior to December 1, 2006, grant to such Eligible
Participants as the Committee may determine options to purchase such number
of Common Shares of the Company on such terms and conditions as the
Committee may determine; provided, however, that no Eligible Participant
may be granted options with respect to more than 250,000 Common Shares
during any calendar year. In determining the Eligible Participants to whom
options shall be granted and the number of Common Shares to be covered by
each option, the Committee may take into account the nature of the services
rendered by the respective Eligible Participants, their present and
potential contributions to the success of the Company, and such other
factors as the Committee in its sole discretion shall deem relevant. The
date and time of approval by the Committee of the granting of an option
shall be considered the date and the time of the grant of such option. The
Committee in its sole discretion may designate whether an option granted to
an employee is to be considered an "incentive stock option" (as that term
is defined in Section 422 of the Internal Revenue Code of 1986, as amended,
or any amendment thereto (the "Code")) or a nonstatutory stock option (an
option granted under this Plan that is not intended to be an "incentive
stock option"). The Committee may grant both incentive stock options and
nonstatutory stock options to the same employee. However, if an incentive
stock option and a nonstatutory stock option are awarded simultaneously,
such options shall be deemed to have been awarded in separate grants, shall
be clearly identified, and in no event shall the exercise of one such
option affect the right to exercise the other. To the extent that the
aggregate Fair Market Value (as defined in paragraph 5(c)) of Common Shares
with respect to which incentive stock options (determined without regard to
this sentence) are exercisable for the first time by any individual during
any calendar year (under all plans of the Company and its parent and
subsidiary corporations) exceeds $100,000, such options shall be treated as
nonstatutory stock options.
(b) The purchase price of each Common Share subject to an option
granted pursuant to this paragraph 5 shall be fixed by the Committee. For
nonstatutory stock options, such purchase price may be set at not less that
50% of the Fair Market Value (as defined below) of a Common Share on the
date of grant. For incentive stock options, such purchase price shall be no
less than 100% of the Fair Market Value of a Common Share on the date of
grant, provided that if such incentive stock option is granted to an
employee who owns, or is deemed under Section 424(d) of the Code to own, at
the time such option is granted, stock of the Company (or of any parent or
subsidiary of the Company) possessing more than 10% of the total combined
voting power of all classes of stock therein (a "10% Stockholder"), such
purchase price shall be no less than 110% of the Fair Market Value of a
Common Share on the date of grant.
(c) For purposes of this Plan, the "Fair Market Value" of a Common
Share at a specified date shall, unless otherwise expressly provided in
this Plan, mean the closing sale price of a Common Share on the date
immediately preceding such date or, if no sale of such shares shall have
occurred on that date, on the next preceding day on which a sale of such
shares occurred, on the Composite Tape for New York Stock Exchange listed
shares or, if such shares are not quoted on the Composite Tape for New York
Stock Exchange listed shares, on the principal United States securities
exchange registered under the Act, on which the shares are listed, or, if
such shares are not listed on any such exchange, on the National
Association of Securities Dealers, Inc. Automated Quotation System/National
Market System or any similar system then in use or, if such shares are not
included in the National Association of Securities Dealers, Inc. Automated
Quotation System/National Market System or any similar system then in use,
the mean between the closing "bid" and the closing "asked" quotation of
such a share on the date immediately preceding the date as of which such
Fair Market Value is being determined, or, if no closing bid or asked
quotation is made on that date, on the next preceding day on which a
quotation is made, on the National
2
<PAGE>
Association of Securities Dealers, Inc. Automated Quotation System or any
similar system then in use, provided that if the shares in question are not
quoted on any such system, Fair Market Value shall be what the Committee
determines in good faith to be 100% of the fair market value of such a
share as of the date in question. Notwithstanding anything stated in this
paragraph, if the applicable securities exchange or system has closed for
the day by the time the determination is being made, all references in this
paragraph to the date immediately preceding the date in question shall be
deemed to be references to the date in question.
(d) Each option agreement provided for in paragraph 14 hereof shall
specify when each option granted under this Plan shall become exercisable.
(e) Each option granted pursuant to this paragraph 5 and all rights
to purchase shares thereunder shall cease on the earliest of:
(i) ten years after the date such option is granted (or in the
case of an incentive stock option granted to a 10% Stockholder, five
years after the date such option is granted) or on such date prior
thereto as may be fixed by the Committee on or before the date such
option is granted;
(ii) the expiration of the period after the termination of the
optionee's employment within which the option is exercisable as
specified in paragraph 8(b) or 8(c), whichever is applicable; or
(iii) the date, if any, fixed for cancellation pursuant to
paragraph 9 of this Plan.
In no event shall any option be exercisable at any time after its original
expiration date. When an option is no longer exercisable, it shall be deemed to
have lapsed or terminated and will no longer be outstanding.
6. TERMS AND CONDITIONS OF OUTSIDE DIRECTOR OPTIONS.
(a) Subject to the terms and conditions of this Plan, the Committee
shall grant options to each Outside Director who is not on the date such
option would be granted the beneficial owner (as defined in Rule 13d-3
under the Act) of more than 5% of the outstanding Common Shares, on the
terms and conditions set forth in this paragraph 6. During the term of this
Plan and provided that sufficient Common Shares are available pursuant to
paragraph 3:
(i) each person who is an Outside Director at the conclusion of
each Annual Meeting of Stockholders held prior to the date of the 1996
Annual Meeting of Stockholders shall be granted a nonstatutory stock
option on the date of such Annual Meeting of Stockholders. The date of
such Annual Meeting of Stockholders also shall be the date of grant
for options granted pursuant to this subparagraph 6(a)(i). The number
of Common Shares covered by each such option shall be 15,000 (7,500 on
or after the 1992 Annual Meeting of Stockholders);
(ii) each person who is elected to be an Outside Director
between Annual Meetings of Stockholders and prior to the date of the
1996 Annual Meeting of Stockholders shall be granted a nonstatutory
stock option. The date such person is elected to be an Outside
Director of the Company by the Board shall be the date of grant for
such options granted pursuant to this subparagraph 6(a)(ii). The
number of Common Shares covered by each such option shall be 15,000
(7,500 on or after the 1992 Annual Meeting of Stockholders) multiplied
by a fraction, the numerator of which shall be 12 minus the number of
whole 30-day months that have elapsed from the date of the most recent
Annual Meeting of Stockholders to the date such person is elected to
be an Outside Director, and the denominator of which shall be 12;
3
<PAGE>
(iii) each person who is elected to be an Outside Director at any
time on or after the date of the 1996 Annual Meeting of Stockholders
and who was not at any time previously a director of the Company shall
be granted a nonstatutory stock option. The date such person is
elected to be an Outside Director of the Company shall be the date of
grant for such options granted pursuant to this subparagraph
6(a)(iii). The number of Common Shares covered by each such option
shall be 5,000;
(iv) each person who is an Outside Director at the conclusion of
the 1996 Annual Meeting of Stockholders and at the conclusion of each
Annual Meeting of Stockholders thereafter shall be granted a
nonstatutory stock option on the date of such Annual Meeting of
Stockholders. The date of such Annual Meeting of Stockholders shall
also be the date of grant for options granted pursuant to this
subparagraph 6(a)(iv). The number of Common Shares covered by each
such option shall be 1,500;
(v) each person who is elected to be an Outside Director
between Annual Meetings of Stockholders and after the date of the 1996
Annual Meeting of Stockholders shall be granted a nonstatutory stock
option. The date such person is elected to be an Outside Director of
the Company by the Board shall be the date of grant for such options
granted pursuant to this subparagraph 6(a)(v). The number of Common
Shares covered by each such option shall be 1,500 multiplied by a
fraction, the numerator of which shall be 12 minus the number of whole
30-day months that have elapsed from the date of the most recent
Annual Meeting of Stockholders to the date such person is elected to
be an Outside Director, and the denominator of which shall be 12;
(vi) each person who is an Outside Director at the conclusion of
the 1996 Annual Meeting of Stockholders and each Annual Meeting of
Stockholders thereafter may elect in writing to be granted a
nonstatutory stock option on the date of such Annual Meeting of
Stockholders in lieu of all cash compensation to which such Outside
Director would be entitled for the Board year of the Company
commencing with such Annual Meeting of Stockholders. The date of such
Annual Meeting of Stockholders shall also be the date of grant for
options granted pursuant to this subparagraph 6(a)(vi). The number of
Common Shares covered by each such option shall be 6,000. Any such
election by an Outside Director shall be subject to prior approval by
the Committee; and
(vii) each person who is elected to be an Outside Director
between Annual Meetings of Stockholders and after the date of the 1996
Annual Meeting of Stockholders may elect in writing to be granted a
nonstatutory stock option in lieu of all cash compensation to which
such Outside Director would otherwise be entitled for the period
commencing with the date such person is elected to be an Outside
Director of the Company by the Board and ending on the date of the
next Annual Meeting of Stockholders. The date such person is elected
to be an Outside Director of the Company by the Board shall be the
date of grant for such options granted pursuant to this
subparagraph 6(a)(vii). The number of Common Shares covered by each
such option shall be 6,000 multiplied by a fraction, the numerator of
which shall be 12 minus the number of whole 30-day months that have
elapsed from the date of the most recent Annual Meeting of
Stockholders to the date such person is elected to be an Outside
Director, and the denominator of which shall be 12. Such election by
an Outside Director shall be subject to prior approval by the
Committee.
(b) The purchase price of each Common Share subject to an option
granted to an Outside Director pursuant to this paragraph 6 shall be the
Fair Market Value of a Common Share on the date of grant.
4
<PAGE>
(c)(i) Subject to the provisions of paragraphs 6(e) and 6(f)
hereof, the options granted to Outside Directors pursuant to
subparagraph 6(a)(i) shall vest and become exercisable in accordance with
the following schedule:
Cumulative Percentage
Annual Meeting ---------------------
of Stockholders Becoming Exercisable
--------------- --------------------
One Year After Grant 20%
Two Years After Grant 40%
Three Years After Grant 60%
Four Years After Grant 80%
Five Years After Grant 100%
(ii) Subject to the provisions of paragraph 6(e) hereof, the
options granted to Outside Directors pursuant to subparagraph 6(a)(ii)
shall vest and become exercisable in accordance with the following
schedule:
Cumulative Percentage Becoming
Anniversary of the ------------------------------
Date of Grant Exercisable
------------- -----------
One Year After Grant 20%
Two Years After Grant 40%
Three Years After Grant 60%
Four Years After Grant 80%
Five Years After Grant 100%
(iii) Subject to the provisions of paragraphs 6(e) and 6(f)
hereof, (x) options granted to Outside Directors pursuant to
subparagraph 6(a)(iv) and (vi) and (y) options granted to Outside
Directors pursuant to subparagraph 6(a)(iii) if the date of grant of
such options is the date of an Annual Meeting of Stockholders shall
vest and become exercisable in accordance with the following schedule:
5
<PAGE>
Annual Meeting Cumulative Percentage
of Stockholders Becoming Exercisable
--------------- --------------------
One Year After Grant 50%
Two Years After Grant 100%
(iv) Subject to the provisions of paragraph 6(e) and 6(f)
hereof, (x) the options granted to Outside Directors pursuant to
subparagraphs 6(a)(v) and (vii) and (y) options granted to Outside
Directors pursuant to subparagraph 6(a)(iii) if the date of grant of
such options is a date other than the date of an Annual Meeting of
Stockholders shall vest and become exercisable in accordance with the
following schedule:
Cumulative Percentage
Anniversary of the ---------------------
Date of Grant Becoming Exercisable
------------- --------------------
One Year After Grant 50%
Two Years After Grant 100%
(d) Notwithstanding the terms of paragraphs 6(a), 6(b) and 6(c)
hereof, options shall be granted to Willis K. Drake ("Drake") and to
Richard E. Eichhorn ("Eichhorn"), on the effective date of the merger (the
"Merger") of Digiboard, Inc., a Minnesota corporation, with and into the
Company, to purchase (i) 15,000 Common Shares at a purchase price of $.50
per share, in substitution for options previously granted to Drake and
Eichhorn on October 1, 1987 (the "1987 Options"), which 1987 Options shall
vest and become exercisable in accordance with the following schedule:
Cumulative Percentage
---------------------
Date Becoming Exercisable
---- --------------------
Effective Date of this Plan 20%
October 1, 1989 40%
October 1, 1990 60%
October 1, 1991 80%
October 1, 1992 100%
and (ii) 15,000 Common Shares at a purchase price of $.50 per share, in
substitution for options previously granted to Drake and Eichhorn on October 1,
1988 (the "1988 Options"), which 1988 Options shall vest and become exercisable
in accordance with the following schedule:
6
<PAGE>
Cumulative Percentage Becoming
------------------------------
Date Exercisable
---- -----------
October 1, 1989 20%
October 1, 1990 40%
October 1, 1991 60%
October 1, 1992 80%
October 1, 1993 100%
(e) Notwithstanding the vesting schedules set forth in
paragraphs 6(c) and 6(d) hereof, an option held by an Outside Director
shall vest and become immediately exercisable upon the latest of (i) the
date on which such Outside Director attains 62 years of age, (ii) the date
on which such Outside Director has completed five years of Service (as
hereinafter defined) and (iii) the first anniversary of the date of grant
of such option or, if applicable, the Annual Meeting of Stockholders next
succeeding the Annual Meeting at which such option was granted. Any option
granted to an Outside Director on or after the first accelerated vesting
date for such Outside Director shall automatically vest on the Annual
Meeting of Stockholders next succeeding the Annual Meeting at which such
option was granted. As used herein, "Service" shall mean service to the
Company or any subsidiary thereof in the capacity of any advisor,
consultant, employee, officer or director, and Service as a director from
an Annual Meeting of Stockholders to the next succeeding Annual Meeting
shall constitute a year of Service, notwithstanding that such period may
actually be more or less than one year.
(f) Each option granted to an Outside Director pursuant to this
paragraph 6 and all rights to purchase shares thereunder shall terminate on
the earliest of:
(i) ten years after the date such option is granted; provided,
however, that the 1987 Options shall terminate on September 30, 1997,
and the 1988 Options shall terminate on September 30, 1998;
(ii) the expiration of the period specified in paragraph 8(b) or
8(c), whichever is applicable, after an Outside Director ceases to be
a director of the Company; or
(iii) the date, if any, fixed for cancellation pursuant to
paragraph 9 of this Plan.
In no event shall such option be exercisable at any time after its original
expiration date. When an option is no longer exercisable, it shall be deemed to
have lapsed or terminated and will no longer be outstanding.
7. MANNER OF EXERCISING OPTIONS. A person entitled to exercise an option
granted under this Plan may, subject to its terms and conditions and the terms
and conditions of this Plan, exercise it in whole at any time, or in part from
time to time, by delivery to the Company at its principal executive office, to
the attention of its President, of written notice of exercise, specifying the
number of shares with respect to which the option is being exercised,
accompanied by payment in full of the purchase price of the shares to be
purchased at the time. The purchase price of each share on the exercise of any
option shall be paid in full in cash (including check, bank draft or money
order) at the time of exercise or, at the discretion of the holder of the
option, by delivery to the Company of unencumbered Common Shares having an
aggregate Fair Market Value on the date of exercise equal to the purchase price,
or by a combination of cash and such unencumbered Common Shares. No shares shall
be issued until full payment therefor has been made, and the granting of an
option to an individual shall give such individual no rights as a stockholder
except as to shares issued to such individual.
7
<PAGE>
8. TRANSFERABILITY AND TERMINATION OF OPTIONS.
(a) During the lifetime of an optionee, only such optionee or his or
her guardian or legal representative may exercise options granted under
this Plan, and no option granted under this Plan shall be assignable or
transferable by the optionee otherwise than by will or the laws of descent
and distribution or pursuant to a domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder; provided, however, that any optionee
may transfer a nonstatutory stock option granted under this Plan to a
member or members of his or her immediate family (i.e., his or her
children, grandchildren and spouse) or to one or more trusts for the
benefit of such family members or partnerships in which such family members
are the only partners, if (i) the option agreement with respect to such
options, which must be approved by the Committee, expressly so provides
either at the time of initial grant or by amendment to an outstanding
option agreement and (ii) the optionee does not receive any consideration
for the transfer. Any options held by any such transferee shall continue
to be subject to the same terms and conditions that were applicable to such
options immediately prior to their transfer and may be exercised by such
transferee as and to the extent that such option has become exercisable and
has not terminated in accordance with the provisions of the Plan and the
applicable option agreement. For purposes of any provision of this Plan
relating to notice to an optionee or to vesting or termination of an option
upon the death, disability or termination of employment of an optionee, the
references to "optionee" shall mean the original grantee of an option and
not any transferee.
(b) During the lifetime of an optionee, an option may be exercised
only while the optionee is employed by the Company or a parent or
subsidiary thereof, and only if such optionee has been continuously so
employed since the date the option was granted, except that:
(i) an option granted to an optionee who is not an Outside
Director shall continue to be exercisable for three months after
termination of such optionee's employment but only to the extent that
the option was exercisable immediately prior to such optionee's
termination of employment, and an option granted to an optionee who
is an Outside Director shall continue to be exercisable after such
Outside Director ceases to be a director of the Company but only to
the extent that the option was exercisable immediately prior to such
Outside Director's ceasing to be a director;
(ii) in the case of an optionee who is disabled (within the
meaning of Section 22(e)(3) of the Code) while employed, the option
granted to such optionee may be exercised within one year after
termination of such optionee's employment; and
(iii) as to any optionee whose termination occurs following a
declaration pursuant to paragraph 9 of this Plan, the option granted
to such optionee may be exercised at any time permitted by such
declaration.
(c) An option may be exercised after the death of the optionee, but
only within one year after the death of such optionee.
(d) In the event of the disability (within the meaning of
Section 22(e)(3) of the Code) or death of an optionee, any option granted
to such optionee that was not previously exercisable shall become
immediately exercisable in full if the disabled or deceased optionee shall
have been continuously employed by the Company or a parent or subsidiary
thereof between the date such option was granted and the date of such
disability, or, in the event of death, a date not more than three months
prior to such death.
9. DISSOLUTION, LIQUIDATION, MERGER. In the event of (a) a proposed merger or
consolidation of the Company with or into any other corporation, regardless of
whether the Company is the surviving corporation, unless appropriate
8
<PAGE>
provision shall have been made for the protection of the outstanding options
granted under this Plan by the substitution, in lieu of such options, of options
to purchase appropriate voting common stock (the "Survivor's Stock") of the
corporation surviving any such merger or consolidation or, if appropriate, the
parent corporation of the Company or such surviving corporation, or,
alternatively, by the delivery of a number of shares of the Survivor's Stock
which has a Fair Market Value as of the effective date of such merger or
consolidation equal to the product of (i) the excess of (x) the Event Proceeds
per Common Share (as hereinafter defined) covered by the option as of such
effective date, over (y) the option price per Common Share, times (ii) the
number of Common Shares covered by such option, or (b) the proposed dissolution
or liquidation of the Company (such merger, consolidation, dissolution or
liquidation being herein called an "Event"), the Committee shall declare, at
least ten days prior to the actual effective date of an Event, and provide
written notice to each optionee of the declaration, that each outstanding
option, whether or not then exercisable, shall be cancelled at the time of, or
immediately prior to the occurrence of, the Event (unless it shall have been
exercised prior to the occurrence of the Event) in exchange for payment to the
holder of each cancelled option, within ten days after the Event, of cash equal
to the amount (if any), for each Common Share covered by the cancelled option,
by which the Event Proceeds per Common Share (as hereinafter defined) exceeds
the exercise price per Common Share covered by such option. At the time of the
declaration provided for in the immediately preceding sentence, each option
shall immediately become exercisable in full and each holder of an option shall
have the right, during the period preceding the time of cancellation of the
option, to exercise his or her option as to all or any part of the Common Shares
covered thereby. Each outstanding option granted pursuant to this Plan that
shall not have been exercised prior to the Event shall be cancelled at the time
of, or immediately prior to, the Event, as provided in the declaration, and this
Plan shall terminate at the time of such cancellation, subject to the payment
obligations of the Company provided in this paragraph 9. For purposes of this
paragraph, "Event Proceeds per Common Share" shall mean the cash plus the fair
market value, as determined in good faith by the Committee, of the non-cash
consideration to be received per Common Share by the stockholders of the Company
upon the occurrence of the Event.
10. SUBSTITUTION OPTIONS. Options may be granted under this Plan from time to
time in substitution for stock options held by employees of other corporations
who are about to become employees of the Company or a subsidiary of the Company,
or whose employer is about to become a subsidiary of the Company, as the result
of a merger or consolidation of the Company or a subsidiary of the Company with
another corporation, the acquisition by the Company or a subsidiary of the
Company of all or substantially all the assets of another corporation or the
acquisition by the Company or a subsidiary of the Company of at least 50% of the
issued and outstanding stock of another corporation. The terms and conditions of
the substitute options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Board at the time of the grant may deem
appropriate to conform, in whole or in part, to the provisions of the stock
options in substitution for which they are granted, but with respect to stock
options which are incentive stock options, no such variation shall be permitted
which affects the status of any such substitute option as an incentive stock
option under Section 422A of the Code.
11. TAX WITHHOLDING. Delivery of Common Shares upon exercise of any
nonstatutory stock option granted under this Plan shall be subject to any
required withholding taxes. A person exercising such an option may, as a
condition precedent to receiving the Common Shares, be required to pay the
Company a cash amount equal to the amount of any required withholdings. In lieu
of all or any part of such a cash payment, the Committee may, but shall not be
required to, permit the optionee to elect to cover all or any part of the
required withholdings, and to cover any additional withholdings up to the amount
needed to cover such optionee's full FICA and federal, state and local income
tax liability with respect to income arising from the exercise of the option,
through a reduction of the number of Common Shares delivered to the person
exercising the option or through a subsequent return to the Company of shares
delivered to the person exercising the option.
12. TERMINATION OF EMPLOYMENT. Neither the transfer of employment of an
optionee between any combination of the Company, a parent corporation or a
subsidiary thereof, nor a leave of absence granted to such optionee and approved
by the Committee, shall be deemed a termination of employment for purposes of
this Plan. The terms "parent" or "parent corporation" and "subsidiary" as used
in this Plan shall have the meaning ascribed to "parent corporation" and
"subsidiary corporation", respectively, in Sections 424(e) and (f) of the Code.
9
<PAGE>
13. OTHER TERMS AND CONDITIONS. The Committee shall have the power, subject to
the other limitations contained herein, to fix any other terms and conditions
for the grant or exercise of any option under this Plan. Nothing contained in
this Plan, or in any option granted pursuant to this Plan, shall confer upon any
optionee any right to continued employment by the Company or any parent or
subsidiary of the Company or limit in any way the right of the Company or any
such parent or subsidiary to terminate an optionee's employment at any time.
14. OPTION AGREEMENTS. All options granted under this Plan shall be evidenced
by a written agreement in such form or forms as the Committee may from time to
time determine, which agreement shall, among other things, designate whether the
options being granted thereunder are nonstatutory stock options or incentive
stock options under Section 422 of the Code.
15. AMENDMENT AND DISCONTINUANCE OF PLAN. The Board may at any time amend,
suspend or discontinue this Plan; provided, however, that no amendment by the
Board shall, without further approval of the Stockholders of the Company, if
required in order for the Plan to continue to meet the requirements of the Code:
(a) change the persons eligible to receive options;
(b) except as provided in paragraph 3 hereof, increase the total
number of Common Shares of the Company which may be made subject
to options granted under this Plan;
(c) except as provided in paragraph 3 hereof, change the minimum
purchase price for the exercise of an option;
(d) increase the maximum period during which options may be exercised
or otherwise materially increase the benefits accruing to
participants under this Plan; or
(e) extend the term of this Plan beyond December 1, 2006.
No amendment to this Plan shall, without the consent of the holder of the
option, alter or impair any options previously granted under this Plan.
16. EFFECTIVE DATE. This Plan shall be effective upon the Merger.
10
<PAGE>
EXHIBIT 5.1
FAEGRE & BENSON LLP
2200 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Telephone 612-336-3000
Fax 612-336-3026
March 24, 1997
Digi International Inc.
11001 Bren Road East
Minnetonka, Minnesota 55343
In connection with the proposed registration under the Securities Act
of 1933, as amended, of shares of Common Stock of Digi International Inc., a
Delaware corporation (the "Company"), offered and to be offered pursuant to the
Digi International Inc. Stock Option Plan as Amended and Restated (the "Plan"),
we have examined the Company's Restated Certificate of Incorporation, its
Amended and Restated By-Laws, and such other documents, including the
Registration Statement on Form S-8, dated the date hereof, to be filed with the
Securities and Exchange Commission relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have deemed necessary
for this opinion. Accordingly, based upon the foregoing, we are of the opinion
that:
1. The Company is duly and validly organized and existing and in
good standing under the laws of the State of Delaware.
2. The Company has duly authorized the issuance of the shares of
Common Stock which may be issued pursuant to the Plan.
3. The shares which may be issued pursuant to the Plan will be, upon
issuance, validly issued and outstanding and fully paid and nonassessable.
4. All necessary corporate action has been taken by the Company to
adopt the Plan, and the Plan is a validly existing plan of the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Faegre & Benson LLP
-----------------------------------------------
FAEGRE & BENSON LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Digi International Inc. on Form S-8 of our reports dated December 20,
1996, on our audits of the consolidated financial statements and financial
statement schedule of Digi International Inc. and Subsidiaries as of
September 30, 1996 and 1995, and for the years ended September 30, 1996 and
1995 and 1994, which reports are included or incorporated by reference in the
Annual Report of Digi International Inc. on Form 10-K for the year ended
September 30, 1996.
Coopers & Lybrand L.L.P.
-----------------------------------
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
March 24, 1997
<PAGE>
EXHIBIT 24.1
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 6th day of March, 1997.
Robert S. Moe
-------------------------------------------------
Robert S. Moe
<PAGE>
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 6th day of March, 1997.
Willis K. Drake
-------------------------------------------------
Willis K. Drake
<PAGE>
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 5th day of March, 1997.
David Stanley
-------------------------------------------------
David Stanley
<PAGE>
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 6th day of March, 1997.
John P. Schinas
-------------------------------------------------
John P. Schinas
<PAGE>
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 6th day of March, 1997.
Richard E. Eichhorn
-------------------------------------------------
Richard E. Eichhorn
<PAGE>
DIGI INTERNATIONAL INC.
Power of Attorney
of Director and/or Officer
The undersigned director and/or officer of Digi International Inc., a
Delaware corporation, does hereby make, constitute and appoint Jerry A. Dusa and
Jonathon E. Killmer, and either of them, the undersigned's true and lawful
attorneys-in-fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the undersigned's name as
such director and/or officer of said Corporation to a Registration Statement or
Registration Statements, on Form S-8 or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C., in
connection with the registration under the Securities Act of 1933, as amended,
of shares of Common Stock of said Corporation authorized for issuance under said
Corporation's Stock Option Plan as Amended and Restated, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and either of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the undersigned's
hand this 6th day of March, 1997.
Mykola Moroz
-------------------------------------------------
Mykola Moroz
