DIGI INTERNATIONAL INC
8-K, 1998-09-04
COMPUTER COMMUNICATIONS EQUIPMENT
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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                   -------------

                                      FORM 8-K

                                          
                                   CURRENT REPORT
       PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) September 3, 1998
                                                --------------------------------


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


           DELAWARE                     0-17972               41-1532464
- --------------------------------------------------------------------------------
 (State or other jurisdiction  (Commission File Number)      (IRS Employer
       of incorporation)                                  Identification No.)




            11001 BREN ROAD EAST
            MINNETONKA, MINNESOTA                                55343
- --------------------------------------------------------------------------------
  (Address of principal executive offices)                    (Zip Code)



Registrant's telephone number, including area code (612) 912-3444
                                                   -----------------------------

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Item 5.   OTHER EVENTS.

               Digi International Inc., a Delaware corporation (the "Company"),
announced on September 3, 1998 that the Company's Board of Directors has
authorized the Company to purchase up to 1 million shares of its Common Stock,
par value $.01 per share ("Common Stock"), from time to time on the open market
or otherwise.  Shares of Common Stock purchased will be used for the Company's
Stock Option Plan and Employee Stock Purchase Plan.  The Company has
approximately 15.2 million shares of Common Stock outstanding.

               The Company also announced on September 3, 1998 that Jonathon E.
Killmer, Senior Vice President, Chief Financial Officer and Treasurer, will
leave the Company, effective October 30, 1998, to pursue personal interests.

               Additional information regarding these announcements is contained
in the Press Release of the Company included herein as an exhibit.


Item 7.   EXHIBITS.

               99.  Press Release of the Company dated September 3, 1998.



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                                     SIGNATURES

          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:  September 4, 1998      By /s/ Jonathon E. Killmer
                                 ----------------------------------------------
                                 Jonathon E. Killmer
                                 Senior Vice President, Chief Financial Officer
                                 and Treasurer


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                                   EXHIBIT INDEX


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No.    Exhibit                                               Page
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<S>    <C>                                                   <C>
99      Press release of the Company dated September 3,       Filed
        1998.                                                 Electronically

</TABLE>

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                                                                      EXHIBIT 99
FOR IMMEDIATE RELEASE    CONTACT:  Rob Clark
                                   Digi International
                                   612-912-3093
                                   [email protected]

                                   Bob Brin
                                   Padilla Speer Beardsley
                                   612-872-3743
                                   [email protected]

                    DIGI INTERNATIONAL ANNOUNCES STOCK BUY BACK
                                          
                  KILLMER, CFO, TO LEAVE COMPANY AT END OF OCTOBER


MINNEAPOLIS, SEPTEMBER 3, 1998 -- Digi International Inc. (Nasdaq: DGII), the
leading provider of server-based communications solutions, today announced that
the board of directors has authorized the company to purchase up to 1 million
shares of its common stock from time to time in transactions on the open market
or otherwise.  Shares purchased will be used for the company's stock option and
employee stock purchase plans.  Digi has approximately 15.2 million shares of
common stock outstanding.


     "We are confident in the future of our company and remain very committed to
our aggressive strategy to gain increased market share in the open-systems,
server-based remote access market," said Jerry A. Dusa, president and chief
executive officer of Digi International.


     The company also announced that Chief Financial Officer Jonathon Killmer,
56, will leave the company, effective October 30, 1998.


     "After a long and rewarding career at Coopers & Lybrand, I wanted to 
work in an operating environment," said Killmer.  "Digi has been a great 
opportunity. The last two years have allowed be to accomplish many of the 
things that I wasn't able to do in public accounting.  It is now time to 
pursue some other personal interests.  I wish the best for the company."

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     `"Digi has benefited immensely from the experience, leadership and wisdom
of Jon Killmer," said Dusa.  "He has helped Digi return to profitability and to
stabilize internal operations.  We will sorely miss him.


ABOUT DIGI INTERNATIONAL

Digi International (NASDAQ National Market:  DGII), based in Minneapolis, is a
leading ISO 9001-compliant provider of data communications hardware and software
that delivers seamless connectivity solutions for open systems, server-based
remote access, and LAN markets.  The company markets its products through an
international network of distributors and resellers, system integrators, and
original equipment manufacturers (OEMs).

                                          
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