Dec. 17, 2012 (Shareholders Foundation) -- An investigation on behalf of current long term stockholders in shares of Digi International Inc. (NASDAQ:DGII) was announced concerning potential breaches of fiduciary duties by certain directors of Digi International Inc. in connection with the Companys Omnibus Incentive Plan.

The investigation by a law firm concerns whether certain directors potentially breached their fiduciary duties in connection with their conduct in seeking shareholders approval for the Companys Omnibus Incentive Plan.


In the Proxy Statement filed by Digi International Inc. with the Securities and Exchange Commission the Board of Directors recommends that Digis shareholders vote to approve the Companys 2013 Omnibus Incentive Plan, which authorizes the issuance of up to 1,750,000 shares of our Common Stock pursuant to awards granted under the Plan.

According to the investigation the issuance of the additional shares could have a substantial dilutive effect on the shares of Digi common stock.

Digi International Inc. (NASDAQ:DGII) reported that its Total Revenue fell from $204.16 million for the 12 months period that ended on Sept. 30, 2011 to $190.56 million for the 12 months period that ended on Sept. 30, 2012 and that its Net Income for the respective time periods declined from $11.02 million to $7.62 million.

Shares of Digi International Inc. (NASDAQ:DGII) declined from as high as $14.98 per share in July 2011 to as low as $8.76 per share in May 2012.