|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
Six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Hardware product
|
$
|
48,732
|
|
|
$
|
48,108
|
|
|
$
|
96,979
|
|
|
$
|
93,041
|
|
Service
|
1,430
|
|
|
2,293
|
|
|
3,442
|
|
|
4,578
|
|
||||
Total revenue
|
50,162
|
|
|
50,401
|
|
|
100,421
|
|
|
97,619
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
Cost of hardware product
|
24,283
|
|
|
25,498
|
|
|
48,993
|
|
|
48,610
|
|
||||
Cost of service
|
1,137
|
|
|
1,668
|
|
|
2,329
|
|
|
3,217
|
|
||||
Total cost of sales
|
25,420
|
|
|
27,166
|
|
|
51,322
|
|
|
51,827
|
|
||||
Gross profit
|
24,742
|
|
|
23,235
|
|
|
49,099
|
|
|
45,792
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
8,165
|
|
|
9,875
|
|
|
16,683
|
|
|
20,110
|
|
||||
Research and development
|
7,757
|
|
|
7,280
|
|
|
15,595
|
|
|
14,363
|
|
||||
General and administrative
|
5,065
|
|
|
4,349
|
|
|
9,126
|
|
|
9,124
|
|
||||
Restructuring charge
|
102
|
|
|
412
|
|
|
753
|
|
|
412
|
|
||||
Total operating expenses
|
21,089
|
|
|
21,916
|
|
|
42,157
|
|
|
44,009
|
|
||||
Operating income
|
3,653
|
|
|
1,319
|
|
|
6,942
|
|
|
1,783
|
|
||||
Other (expense) income, net:
|
|
|
|
|
|
|
|
||||||||
Interest income, net
|
12
|
|
|
54
|
|
|
112
|
|
|
92
|
|
||||
Other (expense) income, net
|
(284
|
)
|
|
1,324
|
|
|
(161
|
)
|
|
1,712
|
|
||||
Total other (expense) income, net
|
(272
|
)
|
|
1,378
|
|
|
(49
|
)
|
|
1,804
|
|
||||
Income from continuing operations, before income taxes
|
3,381
|
|
|
2,697
|
|
|
6,893
|
|
|
3,587
|
|
||||
Income tax provision
|
1,155
|
|
|
1,035
|
|
|
1,536
|
|
|
907
|
|
||||
Income from continuing operations
|
2,226
|
|
|
1,662
|
|
|
5,357
|
|
|
2,680
|
|
||||
(Loss) income from discontinued operations, after income taxes
|
(89
|
)
|
|
(216
|
)
|
|
3,230
|
|
|
(1,573
|
)
|
||||
Net income
|
$
|
2,137
|
|
|
$
|
1,446
|
|
|
$
|
8,587
|
|
|
$
|
1,107
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.09
|
|
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
||
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.06
|
)
|
||
Total (1)
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.34
|
|
|
$
|
0.05
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.09
|
|
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
||
Discontinued operations
|
—
|
|
|
(0.01
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.06
|
)
|
||
Total (1)
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.33
|
|
|
$
|
0.04
|
|
Weighted average common shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
25,820
|
|
|
24,492
|
|
|
25,574
|
|
|
24,319
|
|
||||
Diluted
|
25,998
|
|
|
25,273
|
|
|
26,116
|
|
|
24,816
|
|
|
Three months ended March 31,
|
|
Six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Net income
|
$
|
2,137
|
|
|
$
|
1,446
|
|
|
$
|
8,587
|
|
|
$
|
1,107
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
1,421
|
|
|
(3,356
|
)
|
|
(446
|
)
|
|
(5,729
|
)
|
||||
Change in net unrealized gain (loss) on investments
|
106
|
|
|
23
|
|
|
43
|
|
|
(6
|
)
|
||||
Less income tax (provision) benefit
|
(39
|
)
|
|
(9
|
)
|
|
(16
|
)
|
|
2
|
|
||||
Reclassification of realized loss (gain) on investments included in net income (1)
|
—
|
|
|
1
|
|
|
(7
|
)
|
|
1
|
|
||||
Less income tax benefit (2)
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Other comprehensive income (loss), net of tax
|
1,488
|
|
|
(3,341
|
)
|
|
(423
|
)
|
|
(5,732
|
)
|
||||
Comprehensive income (loss)
|
$
|
3,625
|
|
|
$
|
(1,895
|
)
|
|
$
|
8,164
|
|
|
$
|
(4,625
|
)
|
|
March 31, 2016
|
|
September 30, 2015
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
67,270
|
|
|
$
|
45,018
|
|
Marketable securities
|
48,114
|
|
|
47,191
|
|
||
Accounts receivable, net
|
28,569
|
|
|
27,788
|
|
||
Inventories
|
25,684
|
|
|
31,877
|
|
||
Deferred tax assets
|
—
|
|
|
3,252
|
|
||
Receivable from sale of business
|
2,967
|
|
|
—
|
|
||
Other
|
4,326
|
|
|
3,435
|
|
||
Current assets of discontinued operations
|
—
|
|
|
1,624
|
|
||
Total current assets
|
176,930
|
|
|
160,185
|
|
||
Marketable securities, long-term
|
7,292
|
|
|
13,626
|
|
||
Property, equipment and improvements, net
|
13,986
|
|
|
14,339
|
|
||
Identifiable intangible assets, net
|
4,795
|
|
|
2,648
|
|
||
Goodwill
|
110,707
|
|
|
100,183
|
|
||
Deferred tax assets
|
7,685
|
|
|
6,255
|
|
||
Receivable from sale of business
|
1,939
|
|
|
—
|
|
||
Other
|
215
|
|
|
250
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
2,874
|
|
||
Total assets
|
$
|
323,549
|
|
|
$
|
300,360
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,280
|
|
|
$
|
6,673
|
|
Income taxes payable
|
236
|
|
|
828
|
|
||
Accrued compensation
|
6,993
|
|
|
10,156
|
|
||
Accrued warranty
|
944
|
|
|
1,014
|
|
||
Contingent consideration on acquired business
|
850
|
|
|
—
|
|
||
Other
|
4,376
|
|
|
3,037
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
1,481
|
|
||
Total current liabilities
|
20,679
|
|
|
23,189
|
|
||
Income taxes payable
|
1,366
|
|
|
1,546
|
|
||
Deferred tax liabilities
|
690
|
|
|
135
|
|
||
Contingent consideration on acquired business
|
9,672
|
|
|
—
|
|
||
Other non-current liabilities
|
736
|
|
|
457
|
|
||
Non-current liabilities of discontinued operations
|
—
|
|
|
95
|
|
||
Total liabilities
|
33,143
|
|
|
25,422
|
|
||
Contingencies (see Note 11)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 60,000,000 shares authorized; 32,346,667 and 31,534,198 shares issued
|
323
|
|
|
315
|
|
||
Additional paid-in capital
|
234,699
|
|
|
227,367
|
|
||
Retained earnings
|
132,991
|
|
|
124,404
|
|
||
Accumulated other comprehensive loss
|
(23,036
|
)
|
|
(22,613
|
)
|
||
Treasury stock, at cost, 6,474,338 and 6,487,248 shares
|
(54,571
|
)
|
|
(54,535
|
)
|
||
Total stockholders’ equity
|
290,406
|
|
|
274,938
|
|
||
Total liabilities and stockholders’ equity
|
$
|
323,549
|
|
|
$
|
300,360
|
|
|
Six months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
8,587
|
|
|
$
|
1,107
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of property, equipment and improvements
|
1,405
|
|
|
1,445
|
|
||
Amortization of identifiable intangible assets
|
1,001
|
|
|
1,537
|
|
||
Stock-based compensation
|
1,719
|
|
|
2,222
|
|
||
Excess tax benefits from stock-based compensation
|
(202
|
)
|
|
—
|
|
||
Deferred income tax provision
|
1,397
|
|
|
2,212
|
|
||
Gain in insurance settlement related to property and equipment
|
—
|
|
|
(989
|
)
|
||
Gain on sale of business
|
(2,870
|
)
|
|
—
|
|
||
Bad debt/product return provision
|
168
|
|
|
518
|
|
||
Inventory obsolescence
|
834
|
|
|
476
|
|
||
Restructuring charge
|
753
|
|
|
518
|
|
||
Other
|
182
|
|
|
(27
|
)
|
||
Changes in operating assets and liabilities
|
(1,486
|
)
|
|
(7,459
|
)
|
||
Net cash provided by operating activities
|
11,488
|
|
|
1,560
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of marketable securities
|
(22,056
|
)
|
|
(22,099
|
)
|
||
Proceeds from maturities of marketable securities
|
27,509
|
|
|
19,763
|
|
||
Proceeds from sale of business
|
2,849
|
|
|
—
|
|
||
Acquisition of business, net of cash acquired
|
(2,860
|
)
|
|
—
|
|
||
Proceeds from insurance settlement related to property and equipment
|
—
|
|
|
1,014
|
|
||
Proceeds from sale of property and equipment
|
—
|
|
|
45
|
|
||
Purchase of property, equipment, improvements and certain other intangible assets
|
(1,209
|
)
|
|
(3,035
|
)
|
||
Net cash provided by (used in) investing activities
|
4,233
|
|
|
(4,312
|
)
|
||
Financing activities:
|
|
|
|
||||
Excess tax benefits from stock-based compensation
|
202
|
|
|
—
|
|
||
Proceeds from stock option plan transactions
|
6,267
|
|
|
6,006
|
|
||
Proceeds from employee stock purchase plan transactions
|
494
|
|
|
505
|
|
||
Purchases of common stock
|
(503
|
)
|
|
(2,339
|
)
|
||
Net cash provided by financing activities
|
6,460
|
|
|
4,172
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
71
|
|
|
(3,253
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
22,252
|
|
|
(1,833
|
)
|
||
Cash and cash equivalents, beginning of period
|
45,018
|
|
|
47,490
|
|
||
Cash and cash equivalents, end of period
|
$
|
67,270
|
|
|
$
|
45,657
|
|
|
|
|
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Receivable related to sale of business
|
$
|
4,906
|
|
|
$
|
—
|
|
Liability related to acquisition of business
|
$
|
(10,550
|
)
|
|
$
|
—
|
|
Cash
|
$
|
2,888
|
|
Purchase price payable upon completion of diligence matters
|
115
|
|
|
Fair value of contingent consideration on acquired business
|
10,400
|
|
|
Total purchase price consideration
|
$
|
13,403
|
|
|
|
||
Fair value of net tangible assets acquired
|
$
|
129
|
|
Fair value of identifiable intangible assets acquired:
|
|
||
Purchased and core technology
|
2,000
|
|
|
Customer relationships
|
900
|
|
|
Goodwill
|
11,020
|
|
|
Deferred tax liabilities, net
|
(646
|
)
|
|
Total
|
$
|
13,403
|
|
Cash received
|
|
$
|
4,096
|
|
Less:
|
|
|
||
Employee related liabilities
|
|
(1,134
|
)
|
|
Working capital adjustment
|
|
(113
|
)
|
|
Net cash proceeds
|
|
2,849
|
|
|
Present value of receivable due on October 23, 2016
|
|
2,941
|
|
|
Present value of receivable due on October 23, 2017
|
|
1,922
|
|
|
Total fair value of consideration received
|
|
7,712
|
|
|
Less:
|
|
|
||
Net assets of Etherios
|
|
(3,383
|
)
|
|
Facility abandonment costs
|
|
(725
|
)
|
|
Transaction costs, primarily professional fees
|
|
(734
|
)
|
|
Gain on sale of discontinued operations, before income taxes
|
|
$
|
2,870
|
|
|
Three months ended March 31,
|
|
Six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Service revenue
|
$
|
—
|
|
|
$
|
2,750
|
|
|
$
|
891
|
|
|
$
|
4,255
|
|
Cost of service
|
—
|
|
|
1,907
|
|
|
713
|
|
|
4,047
|
|
||||
Gross profit
|
—
|
|
|
843
|
|
|
178
|
|
|
208
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
—
|
|
|
424
|
|
|
148
|
|
|
981
|
|
||||
Research and development
|
—
|
|
|
499
|
|
|
103
|
|
|
978
|
|
||||
General and administrative
|
—
|
|
|
191
|
|
|
43
|
|
|
604
|
|
||||
Restructuring
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
||||
Total operating expenses
|
—
|
|
|
1,220
|
|
|
294
|
|
|
2,669
|
|
||||
Loss from discontinued operations, before income taxes
|
—
|
|
|
(377
|
)
|
|
(116
|
)
|
|
(2,461
|
)
|
||||
(Loss) gain on sale of discontinued operations, before income taxes
|
(42
|
)
|
|
—
|
|
|
2,870
|
|
|
—
|
|
||||
Total (loss) income from discontinued operations, before income taxes
|
(42
|
)
|
|
(377
|
)
|
|
2,754
|
|
|
(2,461
|
)
|
||||
Income tax expense (benefit) on discontinued operations
|
47
|
|
|
(161
|
)
|
|
(476
|
)
|
|
(888
|
)
|
||||
(Loss) income from discontinued operations, after income taxes
|
$
|
(89
|
)
|
|
$
|
(216
|
)
|
|
$
|
3,230
|
|
|
$
|
(1,573
|
)
|
|
September 30, 2015
|
||
Current assets:
|
|
||
Accounts receivable, net
|
$
|
1,417
|
|
Deferred tax assets
|
127
|
|
|
Other current assets
|
80
|
|
|
Total current assets
|
1,624
|
|
|
Property, equipment and improvements, net
|
18
|
|
|
Identifiable intangible assets, net
|
1,531
|
|
|
Goodwill
|
1,914
|
|
|
Deferred tax assets (1)
|
(589
|
)
|
|
Total assets of discontinued operations
|
$
|
4,498
|
|
|
|
||
Current liabilities:
|
|
||
Accounts payable
|
$
|
50
|
|
Accrued compensation
|
1,346
|
|
|
Other current liabilities
|
85
|
|
|
Total current liabilities
|
1,481
|
|
|
Other non-current liabilities
|
95
|
|
|
Total liabilities of discontinued operations
|
$
|
1,576
|
|
|
Six months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Amortization of identifiable intangible assets
|
$
|
30
|
|
|
$
|
241
|
|
Depreciation of property, equipment and improvements
|
$
|
—
|
|
|
$
|
14
|
|
Purchases of property, equipment, improvements and certain other intangible assets
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
Three months ended March 31,
|
|
Six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2,226
|
|
|
$
|
1,662
|
|
|
$
|
5,357
|
|
|
$
|
2,680
|
|
(Loss) income from discontinued operations, after income taxes
|
(89
|
)
|
|
(216
|
)
|
|
3,230
|
|
|
(1,573
|
)
|
||||
Net income
|
$
|
2,137
|
|
|
$
|
1,446
|
|
|
$
|
8,587
|
|
|
$
|
1,107
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income (loss) per common share — weighted average shares outstanding
|
25,820
|
|
|
24,492
|
|
|
25,574
|
|
|
24,319
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options and restricted stock units
|
178
|
|
|
781
|
|
|
542
|
|
|
497
|
|
||||
Denominator for diluted net income (loss) per common share — adjusted weighted average shares
|
25,998
|
|
|
25,273
|
|
|
26,116
|
|
|
24,816
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.06
|
)
|
Net income (1)
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.34
|
|
|
$
|
0.05
|
|
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.09
|
|
|
$
|
0.07
|
|
|
$
|
0.21
|
|
|
$
|
0.11
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.06
|
)
|
Net income (1)
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.33
|
|
|
$
|
0.04
|
|
|
March 31,
2016 |
|
September 30, 2015
|
||||
Accounts receivable, net:
|
|
|
|
||||
Accounts receivable
|
$
|
28,932
|
|
|
$
|
28,073
|
|
Less allowance for doubtful accounts
|
363
|
|
|
285
|
|
||
Accounts receivable, net
|
$
|
28,569
|
|
|
$
|
27,788
|
|
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
21,195
|
|
|
$
|
26,037
|
|
Work in process
|
519
|
|
|
598
|
|
||
Finished goods
|
3,970
|
|
|
5,242
|
|
||
Inventories
|
$
|
25,684
|
|
|
$
|
31,877
|
|
|
Amortized
Cost (1)
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value (1)
|
||||||||
Current marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
25,033
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
25,002
|
|
Commercial paper
|
17,974
|
|
|
—
|
|
|
(14
|
)
|
|
17,960
|
|
||||
Certificates of deposit
|
2,002
|
|
|
2
|
|
|
—
|
|
|
2,004
|
|
||||
Government municipal bonds
|
3,153
|
|
|
—
|
|
|
(5
|
)
|
|
3,148
|
|
||||
Current marketable securities
|
48,162
|
|
|
2
|
|
|
(50
|
)
|
|
48,114
|
|
||||
Non-current marketable securities:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
7,260
|
|
|
32
|
|
|
—
|
|
|
7,292
|
|
||||
Total marketable securities
|
$
|
55,422
|
|
|
$
|
34
|
|
|
$
|
(50
|
)
|
|
$
|
55,406
|
|
(1)
|
Included in amortized cost and fair value is purchased and accrued interest of
$209
.
|
|
Amortized
Cost (1)
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value (1)
|
||||||||
Current marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
$
|
31,753
|
|
|
$
|
—
|
|
|
$
|
(39
|
)
|
|
$
|
31,714
|
|
Commercial paper
|
7,986
|
|
|
—
|
|
|
(1
|
)
|
|
7,985
|
|
||||
Certificates of deposit
|
6,253
|
|
|
8
|
|
|
—
|
|
|
6,261
|
|
||||
Government municipal bonds
|
1,232
|
|
|
—
|
|
|
(1
|
)
|
|
1,231
|
|
||||
Current marketable securities
|
47,224
|
|
|
8
|
|
|
(41
|
)
|
|
47,191
|
|
||||
Non-current marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
4,138
|
|
|
—
|
|
|
(12
|
)
|
|
4,126
|
|
||||
Certificates of deposit
|
7,511
|
|
|
2
|
|
|
(6
|
)
|
|
7,507
|
|
||||
Government municipal bonds
|
1,996
|
|
|
—
|
|
|
(3
|
)
|
|
1,993
|
|
||||
Non-current marketable securities
|
13,645
|
|
|
2
|
|
|
(21
|
)
|
|
13,626
|
|
||||
Total marketable securities
|
$
|
60,869
|
|
|
$
|
10
|
|
|
$
|
(62
|
)
|
|
$
|
60,817
|
|
(1)
|
Included in amortized cost and fair value is purchased and accrued interest of
$252
.
|
|
March 31, 2016
|
||||||||||||||
|
Less than 12 Months
|
|
More than 12 Months
|
||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
Corporate bonds
|
$
|
19,843
|
|
|
$
|
(30
|
)
|
|
$
|
3,002
|
|
|
$
|
(1
|
)
|
Commercial paper
|
17,960
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
||||
Government municipal bonds
|
3,084
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
40,887
|
|
|
$
|
(49
|
)
|
|
$
|
3,002
|
|
|
$
|
(1
|
)
|
|
September 30, 2015
|
||||||||||||||
|
Less than 12 Months
|
|
More than 12 Months
|
||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
Corporate bonds
|
$
|
33,664
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
5,987
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Certificates of deposit
|
4,244
|
|
|
(6
|
)
|
|
499
|
|
|
(1
|
)
|
||||
Government municipal bonds
|
3,159
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
47,054
|
|
|
$
|
(62
|
)
|
|
$
|
499
|
|
|
$
|
(1
|
)
|
|
Total carrying
value at
|
|
Fair Value Measurements Using
Inputs Considered as
|
||||||||||||
|
March 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market
|
$
|
29,578
|
|
|
$
|
29,578
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
25,002
|
|
|
—
|
|
|
25,002
|
|
|
—
|
|
||||
Commercial paper
|
17,960
|
|
|
—
|
|
|
17,960
|
|
|
—
|
|
||||
Certificates of deposit
|
9,296
|
|
|
—
|
|
|
9,296
|
|
|
—
|
|
||||
Government municipal bonds
|
3,148
|
|
|
—
|
|
|
3,148
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
84,984
|
|
|
$
|
29,578
|
|
|
$
|
55,406
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration on acquired business
|
10,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,522
|
|
|
Total liabilities measured at fair value
|
$
|
10,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,522
|
|
|
Total carrying
value at
|
|
Fair Value Measurements Using
Inputs Considered as
|
||||||||||||
|
September 30, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market
|
$
|
14,436
|
|
|
$
|
14,436
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds
|
35,840
|
|
|
—
|
|
|
35,840
|
|
|
—
|
|
||||
Commercial paper
|
7,985
|
|
|
—
|
|
|
7,985
|
|
|
—
|
|
||||
Certificates of deposit
|
13,768
|
|
|
—
|
|
|
13,768
|
|
|
—
|
|
||||
Government municipal bonds
|
3,224
|
|
|
—
|
|
|
3,224
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
75,253
|
|
|
$
|
14,436
|
|
|
$
|
60,817
|
|
|
$
|
—
|
|
|
Three months ended
March 31, 2016 |
|
Six months ended
March 31, 2016 |
||||
Fair value at beginning of period
|
$
|
10,400
|
|
|
$
|
—
|
|
Purchase price contingent consideration
|
—
|
|
|
10,400
|
|
||
Change in fair value of contingent consideration
|
122
|
|
|
122
|
|
||
Fair value at end of period
|
$
|
10,522
|
|
|
$
|
10,522
|
|
|
March 31, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross
carrying
amount
|
|
Accum.
amort.
|
|
Net
|
|
Gross
carrying
amount
|
|
Accum.
amort.
|
|
Net
|
||||||||||||
Purchased and core technology
|
$
|
47,165
|
|
|
$
|
(45,352
|
)
|
|
$
|
1,813
|
|
|
$
|
45,449
|
|
|
$
|
(45,424
|
)
|
|
$
|
25
|
|
License agreements
|
18
|
|
|
(4
|
)
|
|
14
|
|
|
18
|
|
|
(4
|
)
|
|
14
|
|
||||||
Patents and trademarks
|
11,596
|
|
|
(10,710
|
)
|
|
886
|
|
|
11,377
|
|
|
(10,385
|
)
|
|
992
|
|
||||||
Customer relationships
|
17,817
|
|
|
(15,735
|
)
|
|
2,082
|
|
|
17,090
|
|
|
(15,473
|
)
|
|
1,617
|
|
||||||
Total
|
$
|
76,596
|
|
|
$
|
(71,801
|
)
|
|
$
|
4,795
|
|
|
$
|
73,934
|
|
|
$
|
(71,286
|
)
|
|
$
|
2,648
|
|
|
Six months ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Beginning balance, October 1
|
$
|
100,183
|
|
|
$
|
101,484
|
|
Acquisition of Bluenica
|
11,020
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
(496
|
)
|
|
(1,656
|
)
|
||
Ending balance, March 31
|
$
|
110,707
|
|
|
$
|
99,828
|
|
Unrecognized tax benefits as of September 30, 2015
|
$
|
1,618
|
|
Increases related to:
|
|
||
Prior year income tax positions
|
60
|
|
|
Decreases related to:
|
|
||
Expiration of statute of limitations
|
(121
|
)
|
|
Unrecognized tax benefits as of March 31, 2016
|
$
|
1,557
|
|
|
Balance at
|
|
Warranties
|
|
Settlements
|
|
Balance at
|
||||||||
Period
|
January 1
|
|
issued
|
|
made
|
|
March 31
|
||||||||
Three months ended March 31, 2016
|
$
|
968
|
|
|
$
|
172
|
|
|
$
|
(196
|
)
|
|
$
|
944
|
|
Three months ended March 31, 2015
|
$
|
950
|
|
|
$
|
206
|
|
|
$
|
(233
|
)
|
|
$
|
923
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balance at
|
|
Warranties
|
|
Settlements
|
|
Balance at
|
||||||||
Period
|
October 1
|
|
issued
|
|
made
|
|
March 31
|
||||||||
Six months ended March 31, 2016
|
$
|
1,014
|
|
|
$
|
292
|
|
|
$
|
(362
|
)
|
|
$
|
944
|
|
Six months ended March 31, 2015
|
$
|
862
|
|
|
$
|
497
|
|
|
$
|
(436
|
)
|
|
$
|
923
|
|
|
Three months ended March 31,
|
|
Six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
$
|
51
|
|
|
$
|
83
|
|
|
$
|
105
|
|
|
$
|
189
|
|
Sales and marketing
|
227
|
|
|
306
|
|
|
426
|
|
|
649
|
|
||||
Research and development
|
147
|
|
|
196
|
|
|
295
|
|
|
388
|
|
||||
General and administrative
|
478
|
|
|
453
|
|
|
888
|
|
|
996
|
|
||||
Stock-based compensation before income taxes
|
903
|
|
|
1,038
|
|
|
1,714
|
|
|
2,222
|
|
||||
Income tax benefit
|
(293
|
)
|
|
(361
|
)
|
|
(550
|
)
|
|
(775
|
)
|
||||
Stock-based compensation after income taxes
|
$
|
610
|
|
|
$
|
677
|
|
|
$
|
1,164
|
|
|
$
|
1,447
|
|
|
|
Options Outstanding
|
|
Weighted Average Exercised Price
|
|
Weighted Average Contractual Term (in years)
|
|
Aggregate Intrinsic Value (1)
|
|||
Balance at September 30, 2015
|
|
4,800
|
|
|
$10.21
|
|
|
|
|
||
Granted
|
|
505
|
|
|
11.51
|
|
|
|
|
||
Exercised
|
|
(667
|
)
|
|
9.78
|
|
|
|
|
||
Forfeited / Canceled
|
|
(589
|
)
|
|
11.09
|
|
|
|
|
||
Balance at March 31, 2016
|
|
4,049
|
|
|
$10.32
|
|
4.9
|
|
$
|
1,700
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable at March 31, 2016
|
|
2,809
|
|
|
$10.50
|
|
4.1
|
|
$
|
981
|
|
|
Six months ended March 31,
|
||
|
2016
|
|
2015
|
Weighted average per option grant date fair value
|
$3.92
|
|
$2.91
|
Assumptions used for option grants:
|
|
|
|
Risk free interest rate
|
1.61% - 1.85%
|
|
1.77% - 1.85%
|
Expected term
|
6.00 years
|
|
6.00 years
|
Expected volatility
|
32%
|
|
35% - 36%
|
Weighted average volatility
|
32%
|
|
35%
|
Expected dividend yield
|
0
|
|
0
|
|
Number of Awards
|
|
Weighted Average Grant Date Fair Value
|
|||
Nonvested at September 30, 2015
|
543
|
|
|
$
|
8.41
|
|
Granted
|
233
|
|
|
$
|
10.92
|
|
Vested
|
(165
|
)
|
|
$
|
8.36
|
|
Canceled
|
(99
|
)
|
|
$
|
8.09
|
|
Nonvested at March 31, 2016
|
512
|
|
|
$
|
9.64
|
|
|
Q2 2016
Restructuring
|
|
Q1 2016
Restructuring
|
|
|
||||||||||
|
Employee
Termination Costs |
|
Employee
Termination Costs |
|
Other
|
|
Total
|
||||||||
Balance at September 30, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charge
|
—
|
|
|
480
|
|
|
171
|
|
|
651
|
|
||||
Balance at December 31, 2015
|
—
|
|
|
480
|
|
|
171
|
|
|
651
|
|
||||
Restructuring charge
|
78
|
|
|
—
|
|
|
24
|
|
|
102
|
|
||||
Payments
|
(76
|
)
|
|
(113
|
)
|
|
(195
|
)
|
|
(384
|
)
|
||||
Foreign currency fluctuation
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Balance at March 31, 2016
|
$
|
2
|
|
|
$
|
380
|
|
|
$
|
—
|
|
|
$
|
382
|
|
|
Three months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
|
|
% of total
revenue |
|
|
|
% of total
revenue |
||||||
Total revenue
|
$
|
50,162
|
|
|
100.0
|
%
|
|
$
|
50,401
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2,226
|
|
|
|
|
$
|
1,662
|
|
|
|
||
Recovery of insurance proceeds
|
—
|
|
|
|
|
(989
|
)
|
|
|
||||
Interest income, net
|
(12
|
)
|
|
|
|
(54
|
)
|
|
|
||||
Income tax provision
|
1,155
|
|
|
|
|
1,035
|
|
|
|
||||
Depreciation and amortization
|
1,214
|
|
|
|
|
1,332
|
|
|
|
||||
Adjusted EBITDA from continuing operations
|
$
|
4,583
|
|
|
9.1
|
%
|
|
$
|
2,986
|
|
|
5.9
|
%
|
|
Three months ended March 31,
|
% incr.
|
|
Six months ended March 31,
|
% incr.
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
(decr.)
|
|
2016
|
|
2015
|
(decr.)
|
||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Hardware product
|
$
|
48,732
|
|
|
97.1
|
%
|
|
$
|
48,108
|
|
|
95.5
|
%
|
1.3
|
|
|
$
|
96,979
|
|
|
96.6
|
%
|
|
$
|
93,041
|
|
|
95.3
|
%
|
4.2
|
|
Service
|
1,430
|
|
|
2.9
|
|
|
2,293
|
|
|
4.5
|
|
(37.6
|
)
|
|
3,442
|
|
|
3.4
|
|
|
4,578
|
|
|
4.7
|
|
(24.8
|
)
|
||||
Total revenue
|
50,162
|
|
|
100.0
|
|
|
50,401
|
|
|
100.0
|
|
(0.5
|
)
|
|
100,421
|
|
|
100.0
|
|
|
97,619
|
|
|
100.0
|
|
2.9
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of hardware product
|
24,283
|
|
|
48.4
|
|
|
25,498
|
|
|
50.6
|
|
(4.8
|
)
|
|
48,993
|
|
|
48.8
|
|
|
48,610
|
|
|
49.8
|
|
0.8
|
|
||||
Cost of service
|
1,137
|
|
|
2.3
|
|
|
1,668
|
|
|
3.2
|
|
(31.8
|
)
|
|
2,329
|
|
|
2.3
|
|
|
3,217
|
|
|
3.3
|
|
(27.6
|
)
|
||||
Total cost of sales
|
25,420
|
|
|
50.7
|
|
|
27,166
|
|
|
53.9
|
|
(6.4
|
)
|
|
51,322
|
|
|
51.1
|
|
|
51,827
|
|
|
53.1
|
|
(1.0
|
)
|
||||
Gross profit
|
24,742
|
|
|
49.3
|
|
|
23,235
|
|
|
46.1
|
|
6.5
|
|
|
49,099
|
|
|
48.9
|
|
|
45,792
|
|
|
46.9
|
|
7.2
|
|
||||
Operating expenses
|
21,089
|
|
|
42.0
|
|
|
21,916
|
|
|
43.5
|
|
(3.8
|
)
|
|
42,157
|
|
|
42.0
|
|
|
44,009
|
|
|
45.1
|
|
(4.2
|
)
|
||||
Operating income
|
3,653
|
|
|
7.3
|
|
|
1,319
|
|
|
2.7
|
|
177.0
|
|
|
6,942
|
|
|
6.9
|
|
|
1,783
|
|
|
1.8
|
|
289.3
|
|
||||
Other (expense) income, net
|
(272
|
)
|
|
(0.6
|
)
|
|
1,378
|
|
|
2.7
|
|
(119.7
|
)
|
|
(49
|
)
|
|
—
|
|
|
1,804
|
|
|
1.8
|
|
(102.7
|
)
|
||||
Income from continuing operations, before income taxes
|
3,381
|
|
|
6.7
|
|
|
2,697
|
|
|
5.5
|
|
25.4
|
|
|
6,893
|
|
|
6.9
|
|
|
3,587
|
|
|
3.7
|
|
92.2
|
|
||||
Income tax provision
|
1,155
|
|
|
2.3
|
|
|
1,035
|
|
|
2.1
|
|
11.6
|
|
|
1,536
|
|
|
1.5
|
|
|
907
|
|
|
0.9
|
|
69.3
|
|
||||
Income from continuing operations
|
2,226
|
|
|
4.4
|
%
|
|
1,662
|
|
|
3.3
|
%
|
33.9
|
|
|
5,357
|
|
|
5.4
|
|
|
2,680
|
|
|
2.7
|
|
99.9
|
|
||||
(Loss) income from discontinued operations, after income taxes
|
(89
|
)
|
|
(0.1
|
)
|
|
(216
|
)
|
|
(0.4
|
)
|
(58.8
|
)
|
|
3,230
|
|
|
3.2
|
|
|
(1,573
|
)
|
|
(1.6
|
)
|
(305.3
|
)
|
||||
Net income
|
$
|
2,137
|
|
|
4.3
|
%
|
|
$
|
1,446
|
|
|
2.9
|
%
|
47.8
|
|
|
$
|
8,587
|
|
|
8.6
|
%
|
|
$
|
1,107
|
|
|
1.1
|
%
|
675.7
|
|
|
Three months ended March 31,
|
% incr.
|
|
Six months ended March 31,
|
% incr.
|
||||||||||||||||||||||||||
($ in thousands)
|
2016
|
|
2015
|
(decr.)
|
|
2016
|
|
2015
|
(decr.)
|
||||||||||||||||||||||
Cellular routers and gateways
|
$
|
12,910
|
|
|
26.5
|
%
|
|
$
|
14,859
|
|
|
30.9
|
%
|
(13.1
|
)
|
|
$
|
25,070
|
|
|
25.8
|
%
|
|
$
|
28,559
|
|
|
30.7
|
%
|
(12.2
|
)
|
RF
|
7,879
|
|
|
16.2
|
|
|
10,027
|
|
|
20.8
|
|
(21.4
|
)
|
|
17,065
|
|
|
17.6
|
|
|
17,174
|
|
|
18.5
|
|
(0.6
|
)
|
||||
Embedded
|
13,795
|
|
|
28.3
|
|
|
11,977
|
|
|
24.9
|
|
15.2
|
|
|
26,923
|
|
|
27.8
|
|
|
23,204
|
|
|
24.9
|
|
16.0
|
|
||||
Network
|
14,148
|
|
|
29.0
|
|
|
11,245
|
|
|
23.4
|
|
25.8
|
|
|
27,921
|
|
|
28.8
|
|
|
24,104
|
|
|
25.9
|
|
15.8
|
|
||||
Total product revenue
|
$
|
48,732
|
|
|
100.0
|
%
|
|
$
|
48,108
|
|
|
100.0
|
%
|
1.3
|
|
|
$
|
96,979
|
|
|
100.0
|
%
|
|
$
|
93,041
|
|
|
100.0
|
%
|
4.2
|
|
|
Three months ended March 31,
|
|
$ incr.
|
% incr.
|
|
Six months ended March 31,
|
|
$ incr.
|
% incr.
|
||||||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
(decr.)
|
(decr.)
|
|
2016
|
|
2015
|
|
(decr.)
|
(decr.)
|
||||||||||||
North America, primarily United States
|
$
|
33,332
|
|
|
$
|
29,638
|
|
|
3,694
|
|
12.5
|
|
|
$
|
63,900
|
|
|
$
|
58,846
|
|
|
5,054
|
|
8.6
|
|
Europe, Middle East & Africa
|
10,965
|
|
|
12,383
|
|
|
(1,418
|
)
|
(11.5
|
)
|
|
21,982
|
|
|
23,614
|
|
|
(1,632
|
)
|
(6.9
|
)
|
||||
Asia
|
5,025
|
|
|
5,714
|
|
|
(689
|
)
|
(12.1
|
)
|
|
10,149
|
|
|
11,117
|
|
|
(968
|
)
|
(8.7
|
)
|
||||
Latin America
|
840
|
|
|
2,666
|
|
|
(1,826
|
)
|
(68.5
|
)
|
|
4,390
|
|
|
4,042
|
|
|
348
|
|
8.6
|
|
||||
Total revenue
|
$
|
50,162
|
|
|
$
|
50,401
|
|
|
(239
|
)
|
(0.5
|
)
|
|
$
|
100,421
|
|
|
$
|
97,619
|
|
|
2,802
|
|
2.9
|
|
|
Three months ended March 31,
|
|
$ incr.
|
|
Six months ended March 31,
|
|
$ incr.
|
||||||||||||||||||||||||||||
($ in thousands)
|
2016
|
|
2015
|
|
(decr.)
|
|
2016
|
|
2015
|
|
(decr.)
|
||||||||||||||||||||||||
Sales and marketing
|
$
|
8,165
|
|
|
16.3
|
%
|
|
$
|
9,875
|
|
|
19.6
|
%
|
|
$
|
(1,710
|
)
|
|
$
|
16,683
|
|
|
16.6
|
%
|
|
$
|
20,110
|
|
|
20.6
|
%
|
|
$
|
(3,427
|
)
|
Research and development
|
7,757
|
|
|
15.5
|
%
|
|
7,280
|
|
|
14.5
|
%
|
|
477
|
|
|
15,595
|
|
|
15.5
|
%
|
|
14,363
|
|
|
14.7
|
%
|
|
1,232
|
|
||||||
General and administrative
|
5,065
|
|
|
10.0
|
%
|
|
4,349
|
|
|
8.6
|
%
|
|
716
|
|
|
9,126
|
|
|
9.1
|
%
|
|
9,124
|
|
|
9.4
|
%
|
|
2
|
|
||||||
Restructuring
|
102
|
|
|
0.2
|
%
|
|
412
|
|
|
0.8
|
%
|
|
(310
|
)
|
|
753
|
|
|
0.8
|
%
|
|
412
|
|
|
0.4
|
%
|
|
341
|
|
||||||
Total operating expenses
|
$
|
21,089
|
|
|
42.0
|
%
|
|
$
|
21,916
|
|
|
43.5
|
%
|
|
$
|
(827
|
)
|
|
$
|
42,157
|
|
|
42.0
|
%
|
|
$
|
44,009
|
|
|
45.1
|
%
|
|
$
|
(1,852
|
)
|
|
Six months ended March 31,
|
|
% increase
|
|||||
|
2016
|
|
2015
|
|
(decrease)
|
|||
Euro
|
1.0991
|
|
|
1.1910
|
|
|
(7.7
|
)%
|
British Pound
|
1.4757
|
|
|
1.5514
|
|
|
(4.9
|
)%
|
Japanese Yen
|
0.0085
|
|
|
0.0086
|
|
|
(1.2
|
)%
|
Canadian Dollar
|
0.7384
|
|
|
NA
|
|
|
NA
|
|
Period
|
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program
|
|||
January 1, 2016 - January 31, 2016
|
|
9,524
|
|
|
$10.4754
|
|
—
|
|
|
$0.00
|
|
February 1, 2016 - February 29, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.00
|
March 1, 2016 - March 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.00
|
Total
|
|
9,524
|
|
|
$10.4754
|
|
—
|
|
|
$0.00
|
(1)
|
All shares reported were forfeited by employees in connection with the satisfaction of tax withholding obligations related to the vesting of restricted stock units.
|
ITEM 6.
|
|
EXHIBITS
|
(1)
|
Incorporated by reference to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the year ended September 30, 1993 (File No. 0-17972)
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed December 5, 2014 (File No. 1-34033)
|
(3)
|
Incorporated by reference to Exhibit 4(a) to the Company’s registration statement on Form 8-A filed on April 25, 2008 (File No. 1-34033)
|
(4)
|
Incorporated by reference to Exhibit 4(b) to the Company’s registration statement on Form 8-A filed on April 25, 2008 (File No. 1-34033)
|
(5)
|
Incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed December 11, 2015 (File No. 1-34033)
|
|
|
|
|
|
|
|
|
DIGI INTERNATIONAL INC.
|
|
||
Date:
|
May 3, 2016
|
By:
|
/s/ Michael C. Goergen
|
|
|
|
|
|
Michael C. Goergen
|
|
|
|
|
|
Senior Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer and Authorized Officer)
|
|
Exhibit Number
|
Document Description
|
Form of Filing
|
||
|
|
|
|
|
2
|
|
|
Stock Purchase Agreement dated as of October 23, 2015
|
Incorporated by Reference
|
|
|
|
|
|
3
|
|
(a)
|
Restated Certificate of Incorporation of the Company, as Amended
|
Incorporated by Reference
|
|
|
|
|
|
3
|
|
(b)
|
Amended and Restated By-Laws effective December 17, 2014
|
Incorporated by Reference
|
|
|
|
|
|
4
|
|
(a)
|
Share Rights Agreement, dated as of April 22, 2008, between the Company and Wells Fargo Bank, N.A., as Rights Agent
|
Incorporated by Reference
|
|
|
|
|
|
4
|
|
(b)
|
Form of Amended and Restated Certificate of Powers, Designations, Preferences and Rights of Series A Junior Participating Preferred Shares
|
Incorporated by Reference
|
|
|
|
|
|
10
|
|
(a)
|
Digi International Inc. 2016 Omnibus Incentive Plan
|
Incorporated by Reference
|
|
|
|
|
|
10
|
|
(a)(i)
|
Form of (Director) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2016 Omnibus Incentive Plan)
|
Filed Electronically
|
|
|
|
|
|
10
|
|
(a)(ii)
|
Form of (Executive) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2016 Omnibus Incentive Plan)
|
Filed Electronically
|
|
|
|
|
|
10
|
|
(a)(iii)
|
Form of (Employee) Restricted Stock Unit Award Agreement (for awards under Digi International Inc. 2016 Omnibus Incentive Plan)
|
Filed Electronically
|
|
|
|
|
|
10
|
|
(a)(iv)
|
Form of Notice of Grant of Stock Options and Option Agreement (for grants under Digi International Inc. 2016 Omnibus Incentive Plan)
|
Filed Electronically
|
|
|
|
|
|
31
|
|
(a)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
Filed Electronically
|
|
|
|
|
|
31
|
|
(b)
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
Filed Electronically
|
|
|
|
|
|
32
|
|
|
Section 1350 Certification
|
Filed Electronically
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
Filed Electronically
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
Filed Electronically
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Calculation Linkbase Document
|
Filed Electronically
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Definition Linkbase Document
|
Filed Electronically
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Label Linkbase Document
|
Filed Electronically
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Presentation Linkbase Document
|
Filed Electronically
|
|
|
|
|
|
Name of Participant:
|
|
Number of Restricted Stock Units:
|
Grant Date:__________, 20__
|
Vesting Schedule:
|
|
Vesting Date(s)
|
Number of Stock Units that Vest
|
|
|
PARTICIPANT:
|
DIGI INTERNATIONAL INC.
|
|
|
|
By:
|
|
Title:
|
Name of Participant:
|
|
Number of Restricted Stock Units:
|
Grant Date:__________, 20__
|
Vesting Schedule:
|
|
Vesting Date(s)
|
Number of Stock Units that Vest
|
|
|
PARTICIPANT:
|
DIGI INTERNATIONAL INC.
|
|
By:
|
|
Title:
|
Name of Participant:
|
|
Number of Restricted Stock Units:
|
Grant Date:__________, 20__
|
Vesting Schedule:
|
|
Vesting Date(s)
|
Number of Stock Units that Vest
|
|
|
PARTICIPANT:
|
DIGI INTERNATIONAL INC.
|
|
By:
|
|
Title:
|
Notice of Grant of Stock Options and Option Agreement
|
Digi International Inc.
ID:
41-1532464
11001 Bren Road East
Minnetonka, MN 55343
|
[Optionee]
[Address]
[City, State, County, Zip Code]
|
Option Number:
Plan: 2016 Omnibus Incentive Plan
ID:
|
|
||||||
|
|
|
|
|
|
|
Shares
|
|
Vest Type
|
|
Full Vest
|
|
Expiration
|
|
|
|
|
|
|
|
By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document.
|
||||||
_______________________________________________
Digi International Inc.
|
|
__________________________________________
Date
|
||||
_______________________________________________
[Optionee]
|
|
__________________________________________
Date
|
(i)
|
any person, as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of securities of the Company having 25% or more of the voting power in the election of directors of the Company, excluding, however, Participant (or a group of persons, including Participant, acting in concert); or
|
(ii)
|
the occurrence within any period, commencing immediately after an Annual Meeting of Stockholders and continuing to and including the Annual Meeting of Stockholders occurring on or about the third anniversary date of the commencement of such period, of a change in the Board of Directors of the Company with the result that the Incumbent Members (as defined below) do not constitute a majority of the Company’s Board of Directors. The term “Incumbent Members” shall mean the members of the Board on the date of the commencement of such period, provided that any person becoming a director during such period whose election or nomination for election was approved by a majority of the directors who, on the date of such election or nomination for election, comprised the Incumbent Members shall be considered one of the Incumbent Members in respect of such period.
|
(i)
|
indictment or conviction of, or a plea of nolo contendere to, (A) any felony (other than any felony arising out of negligence), or any misdemeanor involving moral turpitude with respect to the Company, or (B) any crime or offense involving dishonesty with respect to the Company;
|
(ii)
|
theft or embezzlement of Company property or commission of similar acts involving dishonesty or moral turpitude;
|
(iii)
|
repeated material negligence in the performance of Participant’s duties after the Participant has received written notice of the same;
|
(iv)
|
Participant’s failure to devote substantially all of his working time and efforts during normal business hours to the Company’s business;
|
(v)
|
knowing engagement in conduct that is materially injurious to the Company; or
|
(vi)
|
knowingly providing materially misleading information concerning the Company to the Company’s Board of Directors, any governmental body or regulatory agency or to any lender or other financing source or proposed financing source of the Company.
|
(i)
|
the failure of the Company to pay any material amount due to Participant under a prevailing Employment Agreement;
|
(ii)
|
a meaningful diminution, without Cause, as defined above, in the responsibilities or job functions of the Participant unless approved by the Participant;
|
(iii)
|
a material reduction in total compensation potential as defined by annual base salary and cash compensation targets; or
|
(iv)
|
the relocation of Participant to an office location greater than 50 miles from his/her office location at the time of a Change in Control.
|
|
||||
|
|
|
|
|
|
|
|
|
|
May 3, 2016
|
/s/ Ronald E. Konezny
|
|
||
|
Ronald E. Konezny
|
|
||
|
President and Chief Executive Officer
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
May 3, 2016
|
/s/ Michael C. Goergen
|
|
||
|
Michael C. Goergen
|
|
||
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
|
||||
|
|
|
|
|
May 3, 2016
|
|
|
|
|
|
/s/ Ronald E. Konezny
|
|
||
|
Ronald E. Konezny
|
|
||
|
President and Chief Executive Officer
|
|
||
|
||||
|
/s/ Michael C. Goergen
|
|
||
|
Michael C. Goergen
|
|
||
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|