Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-138029
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED NOVEMBER 7, 2006)
DIGI INTERNATIONAL INC.
1,676,451 SHARES OF COMMON STOCK
This Prospectus Supplement No. 1 supplements and amends the Prospectus dated November 7, 2006,
relating to the issuance of the common stock of Digi International Inc. (referred to as “we,” “us”
or “our”) to the former shareholders and option holders of MaxStream, Inc. (“MaxStream”) in
connection with our acquisition of MaxStream, and the possible resale of shares of our common stock
by these holders. The information in this Prospectus Supplement has been obtained from the
selling stockholder listed herein. This Prospectus Supplement should be read in conjunction with
the Prospectus.
The information appearing in the table below, as of the date hereof, supplements and amends
the information in the table appearing under the heading “Selling Stockholders” in the Prospectus:
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Shares Owned Prior |
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Shares Owned After |
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to Offering (1) |
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Shares Offered |
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Offering |
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The Corporation of the President of The Church of Jesus Christ of Latter-day Saints (2)(3)(4) |
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154,950 |
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154,950 |
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0 |
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| (2) |
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Based on information provided to us by this holder of the shares of our common stock as of
December 28, 2006. |
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The Corporation of the President of The Church of Jesus Christ of Latter-day Saints obtained
154,950 shares of our common stock in assignments from Bradley J. Walters, Hugh C. Nielsen,
David C. Steed, Jr. and Nicholas Evan Mecham, selling stockholders named in the Prospectus. |
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| (4) |
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Mark Olson and Steven Penrose have voting and investment power over the shares owned by this
selling stockholder. |
See “Risk Factors” beginning on page 3 of the Prospectus for factors you should consider
before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is January 5, 2007.