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DGII > SEC Filings for DGII > Form 8-K on 21-Nov-2012All Recent SEC Filings

Show all filings for DIGI INTERNATIONAL INC



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed in the press release dated November 1, 2012 furnished to the SEC as Exhibit 99.1 to the current report on Form 8-K filed that same date, we completed our acquisition of Etherios, Inc. on October 31, 2012.

Pursuant to the terms of the Stock Purchase Agreement, we satisfied a portion of the $20.5 million purchase price by issuing an aggregate of 715,571 shares of our common stock, par value $0.01 per share, to the owners of the capital stock of Etherios, Inc. based on a price of $9.508 per share. The shares of common stock were issued in a private transaction not involving a public offering and all of the owners of the capital stock of Etherios, Inc. were "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, we issued the shares of common stock in reliance upon an exemption from registration under the Securities Act afforded by Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

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