As filed with the Securities and Exchange Commission on May 10, 2019

Registration No. 333-225308

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

Post-Effective Amendment No. 1

to

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

 

DIGI INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

 

 

 

DIGI INTERNATIONAL INC.

2018 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

 

Brian G. Ballenger

Vice President of Finance and Accounting, Acting Principal Financial Officer,

Acting Principal Accounting Officer and Interim Treasurer

Digi International Inc.

9350 Excelsior Blvd., Suite 700

Hopkins, Minnesota  55343

(Name and address of agent for service)

 

(952) 912-3444

(Telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o  Accelerated filer x  Non-accelerated filer o Smaller reporting company o Emerging Growth Company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

 

 

 

DIGI INTERNATIONAL INC.

 

EXPLANATORY NOTE

 

Digi International Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2018 (Registration Statement No. 333-225308 and referred to herein as the “Prior Registration Statement”) with respect to shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Digi International Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”). The Prior Registration Statement registered 1,500,000 shares of Common Stock.

 

The Company has since adopted a new equity incentive plan, the Digi International Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”), which replaces the 2018 Plan as of February 4, 2019, the date the Company’s stockholders approved the 2019 Plan. No future awards will be made under the 2018 Plan. This Post-Effective Amendment is being filed solely to deregister shares registered under the Prior Registration Statement that will not be used for awards under the 2018 Plan. Such shares are hereby deregistered under the Prior Registration Statement.

 

Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 (the “New Registration Statement”) to register the shares of Common Stock now available for offer or sale pursuant to the 2019 Plan.

 

The Company may, from time to time, file additional post-effective amendments to the Prior Registration Statement to deregister shares that subsequently become available for new awards under the 2019 Plan due to outstanding awards under the 2018 Plan expiring, being forfeited or terminated, or settled in cash, and transfer such shares to the New Registration Statement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minnetonka, State of Minnesota, on May 10, 2019.

 

	DIGI INTERNATIONAL INC.
	By	/s/ Ronald E. Konezny
		Ronald E. Konezny
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on May 10, 2019:

 

Signature		Title
/s/ Ronald E. Konezny		President, Chief Executive Officer and Director
Ronald E. Konezny		(Principal Executive Officer)
/s/ Brian G. Ballenger		Vice President of Finance and Accounting, Acting Principal
Brian G. Ballenger		Financial Officer and Interim Treasurer
		(Principal Financial and Accounting Officer)
/s/ Christopher D. Heim		Director
Christopher D. Heim
/s/ Spiro C. Lazarakis		Director
Spiro C. Lazarakis
/s/ Hatem H. Naguib		Director
Hatem H. Naguib
/s/ Satbir Khanuja, Ph.D.		Director and Non-Executive Chairman of the Board
Satbir Khanuja, Ph.D
/s/ Sally J. Smith		Director
Sally J. Smith

 

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