UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------

For the fiscal year ended: September 30, 2014

OR



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

For the transition period from
 to
.

Commission file number: 1-34033





DIGI
INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 41-1532464                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)



|                                           |  |           
|------------------------------------------ |  | ----------
|11001 Bren Road East
Minnetonka, Minnesota |  | 55343     
|(Address of principal executive offices)   |  | (Zip Code)

(952) 912-3444

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of each class                    |  | Name of each exchange on which registered
|Common Stock, par value $.01 per share |  | The NASDAQ Global Select Market          

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     Yes   ̈    No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No   x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files.)    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No    x

The aggregate market value of voting stock held by non-affiliates of the Registrant as of the last business day of the Registrants most recently
competed second fiscal quarter was $256,398,060 based on a closing price of $10.15 per common share as reported on the NASDAQ Global Select Market.

Shares of common stock outstanding as of December 9, 2014: 24,102,171









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Explanatory Note

This Amendment No.1 on Form 10-K/A (this Amendment) is being filed by Digi International Inc. to amend its Annual Report on Form
10-K for the fiscal year ended September 30, 2014, as filed with the Securities and Exchange Commission on December 11, 2014 (the Original Report), and is being filed to amend Part II, Item 9A of the Original Report to
clarify and provide our managements conclusion on the effectiveness of our internal control over financial reporting as of the end of the fiscal year. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment contains the complete text of each Item as amended. In this Amendment, references we, us, our and the Company refer to Digi International Inc. and its subsidiaries.

Except as described above, this Amendment does not amend, update or change the financial statements or any other disclosure contained in the
Original Report and does not reflect events occurring after the filing of the Original Report. This Amendment should be read in conjunction with our filings with the Securities and Exchange Commission after the filing of the Original Report.

PART II



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

This report includes the certifications attached as Exhibits 31.1 and 31.2 of
our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). This Item 9A includes information concerning the controls and control evaluations
referred to in those certifications.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to provide reasonable
assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such
information is accumulated and communicated to our management of the Company, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our management with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures. Based on their evaluation as of September 30, 2014, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective because of the material weakness in our internal
control over financial reporting described below.

Managements Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external
purposes in accordance with generally accepted accounting principles. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of
September 30, 2014.

In making this assessment, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control - Integrated Framework (1992). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such



1



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that there is a reasonable possibility that a material misstatement of our interim or annual financial statements will not be prevented or detected on a timely basis. Because of this material
weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2014, based on criteria in Internal Control  Integrated Framework issued by the COSO.

We did not maintain effective controls over the preparation, review and analysis of income tax balances. Specifically, we did not maintain effective controls
over the interim and annual reconciliation analysis and review of the components of our consolidated income taxes receivable account to ensure all account components existed and were recorded at their appropriate amounts in the consolidated
financial statements. This material weakness could result in misstatement of the tax accounts and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected on a timely
basis.

The effectiveness of our internal control over financial reporting as of September 30, 2014 has been audited by PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in their report which appears in Item 8 of the Original Report.

Remediation of
Material Weakness in Internal Control Over Financial Reporting

We are in the process of improving our internal controls to remediate the material
weakness that existed as of September 30, 2014, as described above in Managements Report On Internal Control Over Financial Reporting. The actions we will take are subject to ongoing senior management review, as well as audit committee
oversight. These remediation actions include designing reconciliation and review controls over income tax accounts that will operate at a level of precision to ensure that the applicable controls will prevent or detect errors on a timely basis. We
will also be increasing the resources that support our tax department.

Changes in Internal Control Over Financial Reporting

Other than the material weakness noted above, there have been no changes in our internal control over financial reporting during the three months ended
September 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV.



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



| | (b) | Exhibits
| | --- | --------



|              |  |                                                                  
|------------- |  | -----------------------------------------------------------------
|ExhibitNumber |  | Description                                                      
|              | 
|31(a)         |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|              | 
|31(b)         |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|              | 
|32            |  | Section 1350 Certification                                       



2



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) 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, on March 19, 2015.



DIGI INTERNATIONAL INC.By:

/s/ Ronald E. KoneznyRonald E. Konezny President, Chief Executive
Officer and Director




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EXHIBIT INDEX



|               |  |                                                                   |  |                  |                | 
|-------------- |  | ----------------------------------------------------------------- |  | ---------------- | -------------- | 
|Exhibit
Number |  | Description                                                       |  | Method of Filing |               
|               |  |                                                                  
|31(a)          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |  |                  | Electronically | 
|               |  |                                                                  
|31(b)          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |  |                  | Electronically | 
|               |  |                                                                  
|32             |  | Section 1350 Certification                                        |  |                  | Electronically |