DIGEX INC/DE
8-K, 2000-09-07
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<PAGE>   1
                       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):

                               September 1, 2000


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                               DIGEX, INCORPORATED
             (Exact name of registrant as specified in its charter)


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<TABLE>
<S>                                                   <C>
               Delaware                                     59-3582217
               --------                               ----------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                     Identification Number)
</TABLE>

                                    000-26873
                                    ---------
                            (Commission File Number)


                                 One Digex Plaza
                              Beltsville, MD 20705
                    (Address of principal executive offices)

                                 (240) 264-2000
                               (Telephone Number)
<PAGE>   2
ITEM 5.   Other Events

          On September 1, 2000, Intermedia Communications Inc. ("Intermedia"),
the parent company of Digex, Incorporated ("Digex"), entered into a merger
agreement with WorldCom, Inc. ("WorldCom") whereby a subsidiary of WorldCom
will be merged with and into Intermedia, the outstanding shares of common stock
of Intermedia will be exchanged for shares of common stock of WorldCom and
Intermedia will become a subsidiary of WorldCom. As a result of the merger,
WorldCom will beneficially own a majority of the capital stock of Digex and
will have voting control of Digex. A copy of the Agreement and Plan of Merger
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

ITEM 7.   Financial Statements and Exhibits

          Exhibit  2.1  Agreement and Plan of Merger among WorldCom, Inc.,
                        Wildcat Acquisition Corp. and Intermedia Communications
                        Inc., dated as of September 1, 2000.

<PAGE>   3
                                   SIGNATURES

     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 thereunto duly authorized.

Dated:  September 6, 2000


                                            DIGEX, INCORPORATED
                                            (Registrant)


                                            /s/ TIMOTHY M. ADAMS
                                            ----------------------------
                                                Timothy M. Adams
                                                Chief Financial Officer
<PAGE>   4
                                  EXHIBIT INDEX

Exhibit

No.                          Description                                   Page


2.1       Agreement and Plan of Merger among WorldCom, Inc., Wildcat
          Acquisition Corp. and Intermedia Communications Inc., dated as of
          September 1, 2000.




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