SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
DIGEX, INCORPORATED
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
253756100
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(CUSIP Number)
January 12, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
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CUSIP No. 253756100 13G Page 1 of 4 Pages
1. NAME OF REPORTING PERSON
CPQ Holdings, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
51-0337545
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5. SOLE VOTING POWER 50,000 shares of Series A
Preferred Stock, par value
$.01 per share option
("Series A Preferred Stock")
(each share of which is
NUMBER OF convertible at the option of
SHARES the holder into 14.6199
BENEFICIALLY OWNED shares of Class A Common
BY EACH Stock, par value $.01 per
REPORTING share ("Class A Common
PERSON WITH Stock")) and 532,500 warrants
to purchase Class A Common
Stock
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE 1,263,494 (assuming the
POWER conversion of all shares of
Series A Preferred Stock and
the exercise of all warrants)
8. SHARED DISPOSITIVE 0
POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,263,494 (assuming the conversion of all shares of Series A Preferred
Stock and the exercise of all warrants)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |_|
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%*
12. TYPE OF REPORTING PERSON
CO
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* On January 18, 2000, Digex, Incorporated (the "Company") filed a
registration statement with the Securities and Exchange Commission pursuant to
which the Company plans to sell 2,000,000 shares of Class A Common Stock and the
controlling stockholder plans to sell up to 10,500,000 shares of Class A Common
Stock. Upon the successful completion of such offering (assuming the
underwriters' over-allotment option is exercised in full), the percentage of
Class A Common Stock beneficially owned by CPQ Holdings would decrease to
approximately 5.3%.
<PAGE>
Item 1(a). Name of Issuer:
Digex, Incorporated (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
One Digex Plaza, Beltsville, MD 20705; (301) 847-5000
Item 2(a). Name of Person Filing:
CPQ Holdings, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
20555 SH 249, MS 110701, Houston, TX 77070, Attn: Office of General Counsel
Item 2(c). Citizenship:
State of Delaware
Item 2(d). Title of Class of Securities:
Series A Convertible Preferred Stock, par value $.01 per share ("Series A
Preferred Stock") (each share of which is convertible into 14.6199 shares of
Class A Common Stock, par value $.01 per share ("Class A Common Stock")) and
532,500 warrants to purchase Class A Common Stock
Item 2(e). CUSIP Number:
253756100
Item 3.
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.
(a) Amount beneficially owned:
50,000 shares of Series A Preferred Stock (each share of which is
convertible at the option of the holder into 14.6199 shares of Class A
Common Stock) and 532,500 warrants to purchase Class A Common Stock
(b) Percent of class: 9.0%*
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,263,494 (assuming
the conversion of all shares of Series A Preferred Stock and the
exercise of all warrants)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,263,494
(assuming the conversion of all shares of Series A Preferred
Stock and the exercise of all warrants)
(iv) Shared power to dispose or to direct the disposition of: 0
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* On January 18, 2000, the Company filed a registration
statement with the Securities and Exchange Commission pursuant to
which the Company plans to sell 2,000,000 shares of Class A Common
Stock and the controlling stockholder plans to sell up to 10,500,000
shares of Class A Common Stock. Upon the successful completion of such
offering (assuming the underwriters' over-allotment option is
exercised in full), the percentage of Class A Common Stock
beneficially owned by CPQ Holdings would decrease to approximately
5.3%.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 24, 2000
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(Date)
/s/ Linda S. Auwers
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(Signature)
Linda S. Auwers, Vice President and Secretary
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(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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