UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





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FORM 8-K





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CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


May 4, 2017


Date of report (date of earliest event reported)





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Digi International Inc.


(Exact name of registrant as specified in its charter)





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Delaware1-3403341-1532464(State of Incorporation)(Commission file number)(I.R.S. Employer Identification No.)11001 Bren Road East, Minnetonka, Minnesota55343(Address of principal executive offices)(Zip Code)


(952) 912-3444


(Registrant’s telephone number, including area code)





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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):


 ̈Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


 ̈Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


 ̈Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


 ̈Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter): Emerging growth company  ̈


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ̈








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Item 2.02Results of Operations and Financial Condition.


On May 4, 2017 , Digi International Inc. (“Digi”) issued a press release regarding Digi’s financial results for its second fiscal quarter ended March 31, 2017 .  A copy of Digi’s press release is attached hereto as Exhibit 99.1.


The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





Item 9.01Financial Statements and Exhibits.


The following exhibit is furnished herewith:


99.1Press Release dated May 4, 2017, announcing financial results for the second fiscal quarter ended March 31, 2017.








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SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.


Date: May 4, 2017





DIGI INTERNATIONAL INC.By:/s/ Michael C. GoergenMichael C. GoergenSenior Vice President, Chief Financial Officer and Treasurer








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EXHIBIT INDEX





No.ExhibitManner of Filing99.1Press Release dated May 4, 2017, announcing financial results for the second fiscal quarter ended March 31, 2017.FurnishedElectronically