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
July 22, 2008
Date of report (date of earliest event reported)
Digi International Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-34033
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41-1532464 |
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| (State of Incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.) |
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| 11001 Bren Road East, Minnetonka, Minnesota
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55343 |
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| (Address of principal executive offices)
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(Zip Code) |
Telephone Number: (952) 912-3444
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2008, the Board of Directors of Digi International Inc. (the “Company”) amended
the Company’s Amended and Restated By-Laws (the “By-Laws”) in several respects (the “Amendments”),
including changes meant to clarify certain provisions so that the intended meaning is clear in
light of recent developments in Delaware corporate law. The Amendments are effective as of July
22, 2008.
With respect to Section 2.02 of the By-Laws, the Amendments clarified the existing notice
content requirements, added new notice content requirements and further clarified the consequences
of failure to give timely notice. Prior to the Amendments, Section 2.02 of the By-Laws set forth
timing requirements for receipt of the notice of stockholder business and content requirements for
the notice. Prior to the Amendments, the notice required: (1) a description of the business to be
brought and the reasons for conducting the business; (2) the name and record address of the
stockholder proposing such business; (3) the class and number of shares of the Company beneficially
owned by such stockholder; and (4) a description of any material interest of such stockholder in
the business proposed.
As amended, Section 2.02 of the By-Laws now requires: (1) a description of the business to be
brought and the reasons for conducting the business; (2) the name and record address of the
stockholder proposing such business; (3) a description of securities held by or contracts to which
such stockholder is a party, with value derived from the value of any shares of the Company; (4)
any material interest of the stockholder and beneficial owner, if any, in the business proposed,
and any agreements the stockholder has with other entities in connection with such business; and
(5) a representation that the stockholder will appear at the meeting to make the proposal. The
Amendments provide that where notice is not timely given, the presiding officer of the meeting will
determine and declare that business was not properly brought before the meeting, and such business
shall not be transacted.
With respect to Section 3.13 of the By-Laws, the Amendments added specific notice content
requirements and clarified the consequences of failure to give timely notice. Prior to the
Amendments, Section 3.13 of the By-Laws only set forth timing requirements for receipt of a notice
of a stockholder-sponsored director nomination. The Amendments clarify the content requirements
for such notice. The notice must include: (1) all information about the nominee which may be
required to be provided in any proxy or information statement; (2) a statement signed by the
nominee consenting to his or her nomination and agreeing, if elected, to serve as a director of the
Company; (3) appropriate evidence that the person submitting the nomination is a stockholder of the
Company; (4) a description of securities held by or contracts to which such person submitting the
nomination is a party, with value derived from the value of any shares of the Company; (5) a
description of any material relationships, including financial transactions and compensation,
between the stockholder and the proposed nominee; and (6) a representation that the person
submitting the nomination will appear at the meeting to nominate the person specified in the
submission. The Amendments provide that where notice is not timely given, the presiding officer of
the meeting will determine and declare that the nomination was not properly brought before the
meeting, and such nomination shall not be transacted.
The Board also made certain technical and conforming amendments to the By-Laws.
The foregoing summary of the Amendments is qualified in its entirety by reference to the text
of the Amendments, which is attached hereto as Exhibit 3.1 and is incorporated by reference.
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