<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Digex, Incorporated
-------------------
(Exact name of registrant as specified in its charter)
Delaware 59-3582217
-------- ----------
(State of Incorporation or organization) (I.R.S. employer identification no.)
One Digex Plaza
Beltsville, MD 20705
--------------------
(Address of principal executive offices)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to Section of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. please check the following box.
[_] [X]
- ----------------------------------------------------------------------------------------------
</TABLE>
Securities Act registration statement file number to which this
form relates: 333-77105
---------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
----------------------------------------------
(Title of class)
<PAGE>
ITEM 1. Description of Registrant's Securities to be Registered.
- ------ -------------------------------------------------------
This registration statement relates to the Class A Common Stock, par
value $.01 per share, of Digex, Incorporated (the "Registrant"). Reference is
made to the information set forth under the caption "Description of the Capital
Stock" on page 61 of Amendment No. 4 to the Registrant's Registration Statement
on Form S-1 (File No. 333-77105 ) ("Form S-1") under the Securities Act of 1933,
as amended, filed on July 29, 1999, which information is incorporated herein by
reference.
ITEM 2. Exhibits.
- ------ --------
A. Certificate of Incorporation of the Registrant, filed as Exhibit 3.1 to
Digex's registration statement on Form S-1 (No. 333-77105) filed with the
SEC on April 27, 1999, and incorporated herein by reference.
B. Form of Certificate of Amendment to Certificate of Incorporation of the
Registrant (to be effective upon consummation of the public offering),
filed as Exhibit 3.3 to Amendment No. 4 to Digex's registration statement
on Form S-1 (No. 333-77105) filed with the SEC on July 29, 1999, and
incorporated herein by reference.
C. Bylaws of the Registrant, filed as Exhibit 3.2 to Digex's registration
statement on Form S-1 (No. 333-77105) filed with the SEC on April 27, 1999,
and incorporated herein by reference.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 29, 1999 DIGEX, INCORPORATED
-------------------
(Registrant)
By: /s/ Mark K. Shull
-------------------------------------
President and Chief Executive Officer
3
