UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 7, 1998
DTI HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Missouri
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(State or other jurisdiction of incorporation)
333-50049
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(Commission File Number)
43-1828147
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(IRS Employer Identification No.)
8112 Maryland Ave., 4th Floor, St. Louis, Missouri 63105
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (314) 253-6600
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Item 6. Resignations of Registrant's Directors.
At a special meeting of the Board of Directors held on October 7, 1998,
James V. O'Donnell, who was named to the Board of Directors of the Registrant in
November, 1997, and who also served on the Board of Directors of the
Registrant's operating subsidiary, Digital Teleport, Inc., submitted his
resignation. In his statement of resignation, Mr. O'Donnell included the
following statement which he requested be included in this Report:
As I discussed with you in special meetings of both Boards today, I
believe the companies need to more thoroughly analyze their core
business and technology strategies. The present process for developing
and reviewing these strategies is inadequate. I also believe that the
existing, hierarchical approach to management has severe shortcomings
that will continue to thwart the timely development of the companies.
Finally, I believe that the basic workplace environment that the
companies provide their employees is not conducive to realizing the
full potential of the companies or their employees.
The Board of Directors of the Registrant, in accepting the resignation,
expressed the Board's continued commitment to and confidence in the Registrant's
overall business and technology strategies. The Board will carefully consider
the concerns expressed by Mr. O'Donnell about the ongoing management of the
company for purposes of determining potential areas of improvement.
Item 7. Financial Statements and Exhibits
C. Exhibits
Exhibit 17 Letter re Director Resignation
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DTI HOLDINGS, INC.
Date: October 14, 1998 By: /s/ GARY W. DOUGLASS
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Gary W. Douglass
Senior Vice President, Finance and
Administration and Chief Financial Officer
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Exhibit 17
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Hand Delivered
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October 7, 1998
DTI Holdings, Inc.
Digital Teleport, Inc.
8112 Maryland Ave.
St. Louis, Missouri 63105
Gentlemen:
During the last several months I have spent hundreds of hours in the offices of
Digital Teleport and DTI Holdings in an effort to help Richard Weinstein, CEO,
with several management issues facing Digital Teleport and DTI Holdings. As a
result of my observations during this period and my resulting disagreements with
DTI Holdings and Digital Teleport on the matters relating to their operations,
policies and practices described below, I must submit my resignation, effective
immediately, from the Boards of DTI Holdings and Digital Teleport.
In accordance with Items 5 and 6 of SEC Form 8-K, I formally request that my
resignation and the matters described below be disclosed on Form 8-K to be filed
with the Securities Exchange Commission.
As I discussed with you in special meetings of both Boards today, I believe the
companies need to more thoroughly analyze their core business and technology
strategies. The present process for developing and reviewing these strategies is
inadequate. I also believe that the existing, hierarchical approach to
management has severe shortcomings that will continue to thwart the timely
development of the companies. Finally, I believe that the basic workplace
environment that the companies provide their employees is not conducive to
realizing the full potential of the companies or their employees.
I would like to thank Messrs. Wasson, Beaudoin, Hager and Sheehy for their
friendship and past support although the opinions discussed above are mine
alone.
Regards,
James V. O'Donnell
