<PAGE>
As filed with the Securities and Exchange Commission on February 11, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Digex, Incorporated
(Exact name of registrant as specified in its charter)
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Delaware 4813 59-3582217
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
One Digex Plaza
Beltsville, MD 20705
(240) 264-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Mark K. Shull
President and Chief Executive Officer
Digex, Incorporated
One Digex Plaza
Beltsville, MD 20705
(240) 264-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Ralph J. Sutcliffe, Esq. Raymond Y. Lin, Esq.
Kronish Lieb Weiner & Hellman LLP Latham & Watkins
1114 Avenue of the Americas 885 Third Avenue
New York, New York 10036-7798 New York, New York 10022-4802
(212) 479-6000 (212) 906-1200
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-94857
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Proposed
Number of Maximum Maximum Amount of
Title of Securities Shares to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$.01 per share... 1,150,000 $94.69 $108,893,500 $28,747.88
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</TABLE>
(1) Based on the average high and low prices of the Class A Common Stock on
February 7, 2000 in accordance with Rule 457(c) under the Securities Act.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
Incorporation by Reference of Registration on Form S-1, Commission File No.
333-94857
Digex, Incorporated ("Digex") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement
on Form S-1 (Commission File No. 333-94857) declared effective on February 10,
2000 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by Digex with the Commission and incorporated or
deemed to be incorporated by reference therein.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Digex has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beltsville, State of Maryland, on
this 10th day of February, 2000.
Digex, Incorporated
/s/ Mark K. Shull
By: _________________________________
Mark K. Shull
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Mark K. Shull Director, President and February 10, 2000
___________________________________________ Chief Executive Officer
Mark K. Shull
Principal Financial and Accounting
Officers:
* Chief Financial Officer February 10, 2000
___________________________________________
Timothy M. Adams
* Controller February 10, 2000
___________________________________________
T. Scott Zimmerman
</TABLE>
Directors:
<TABLE>
<S> <C> <C>
* Chairman of the Board February 10, 2000
___________________________________________
David C. Ruberg
* Director February 10, 2000
___________________________________________
John C. Baker
* Director February 10, 2000
___________________________________________
Philip A. Campbell
Director February 10, 2000
___________________________________________
Richard A. Jalkut
* Director February 10, 2000
___________________________________________
George F. Knapp
Director February 10, 2000
___________________________________________
Robert M. Manning
* Director February 10, 2000
___________________________________________
Jack E. Reich
</TABLE>
/s/ Mark K. Shull
*By: ________________________________
Mark K. Shull
as Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
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<C> <S> <C>
5.1 Opinion of Kronish Lieb Weiner & Hellman LLP.*
23.1 Consent of Kronish Lieb Weiner & Hellman LLP, included in
Exhibit 5.1.
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.*
</TABLE>
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* Filed as an exhibit to Digex's registration statement on Form S-1
(Commission File #333-94857) and incorporated herein by reference.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of the reference to our
firm under the captions "Summary Financial Data", "Selected Financial Data",
and "Experts" and to the use of our report dated April 23, 1999, in the
Registration Statement (Form S-1 No. 333-94857) and related Prospectus of
Digex, Incorporated.
/s/ Ernst & Young LLP
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Tampa, Florida
February 7, 2000
1
