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): January 25, 2000
e.spire Communications, Inc.
(Exact name of registrant as specified in its charter)
State of Delaware 0-25314 52-1947746
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
133 National Business Parkway, Suite 200
Annapolis Junction, Maryland 20701
(Address of Principal Executive (Zip Code)
Offices)
(301) 361-4200
(Registrant's telephone number,
including area code)
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Item 5. Other Events
On January 25, 2000, e.spire Communications, Inc. issued a press release
announcing that William R. Huff was named as the Chairman of its Board of
Directors. e.spire also announced that Anthony J. Pompliano retired as
Chairman and Chief Executive Officer, effective January 21, 2000.
On January 28, 2000, e.spire issued a press release announcing that
Randall Muench was appointed as Executive Vice President of Sales and Marketing.
e.spire announced that Michael Miller was appointed as President of
ACSI Network Technologies, Inc. a subsidiary of e.spire.
Mssrs. Muench and Miller replaced Richard Putt and Douglas
R. Hudson respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Reference
(99) Additional Exhibits
Press Release dated January 25, 2000 Exhibit 99.1
Press Release dated January 28, 2000 Exhibit 99.2
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
e.spire Communications, Inc.
By:
Date: January 30, 2000 /s/ Riley M. Murphy
Riley M. Murphy, Executive Vice President
Legal and Regulatory Affairs and Secretary
<PAGE>
Exhibit 99.1
e.spire(TM) BOARD ELECTS WILLIAM R. HUFF AS CHAIRMAN AND
APPOINTS TWO NEW DIRECTORS
ANNAPOLIS JUNCTION, MD, JANUARY 25, 2000--e.spire Communications, Inc.
(NASDAQ: ESPI), the communications company for the networked economy, today
announced that its Board of Directors has elected William R. Huff as Chairman.
He replaces Anthony J. Pompliano, who retired as Chairman and Chief Executive
Officer, effective January 21, 2000.
Huff, who founded and controls The Huff Alternative Income Fund, L.P.
(the "Huff Fund"), e.spire's largest
shareholder, was elected to the Board in November 1999.
"Tony, a thoughtful and well-respected industry leader, made tremendous
contributions at e.spire," said e.spire Chairman Huff. "He returned as CEO in
late 1998 to help fulfill the Company's business plan by completing the buildout
of 38 local broadband networks and becoming a force in data communications."
During Pompliano's tenure at e.spire, a company he co-founded, he directed its
growth from a small competitive access provider to an integrated communications
provider with 1,500 employees and local area networks in 38 markets. He had the
foresight to create an e.spire subsidiary, ACSI Network Technologies, now a
leading provider of network construction services, and to purchase CyberGate, an
Internet service provider, and its subsidiary, ValueWeb, a leading Web-hosting
provider. Today, e.spire has one of the industry's largest ATM data networks,
comprising 26,000 miles and nearly 400 points of presence (POPs). Pompliano
redirected the Company's marketing program to focus on selling data, an effort
that continues to gain momentum.
e.spire also announced the election of two Directors: George Schmitt and
Joseph Thornton. Schmitt is President of Omnipoint Communications Services, LLC
and Executive Vice President of Omnipoint Corporation. He is also the
Chairman of the Personal Communications Industry Association. He serves on the
Boards of LHS Group, Objective System Integrators,
PCSONE (joint venture with Omnipoint), Telesoft Partners and Telstreet.com.
He also serves on the GSM Association's Executive Committee. Thornton is
counsel to W.R. Huff Asset Management Co., L.L.C.
e.spire Communications, Inc. is a leading integrated communications provider,
offering traditional local and long distance, Internet access and Web-hosting
services, and advanced data solutions, such as ATM and frame relay. In addition,
e.spire's subsidiary, ACSI Network Technologies, Inc., provides third parties,
including other communications concerns, municipalities and corporations, with
turnkey fiber-optic design, construction and project management expertise. For
more information on e.spire, contact http://www.espire.net.
Certain statements regarding the development of the Company's businesses, the
markets for the Company's services and products, the Company's anticipated
capital expenditures, anticipated EBITDA and other statements are
forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995) which can be identified as any statement that
does not relate strictly to historical or current facts. Forward-looking
statements use such words as plans, expects, will, will likely result, are
expected to, will continue, is anticipated, estimate, project, believes,
anticipates, intends and expects, may, should, continue, seek, could and other
similar expressions. Although the Company believes that its expectations are
based on reasonable assumptions, it can give no assurance that its expectations
will be achieved. The important factors that could cause actual results to
differ materially from those in the forward-looking statements herein (the
"Cautionary Statements") include, without limitation, the Company's degree of
financial leverage, risks associated with debt service requirements and interest
rate fluctuations, risks associated with acquisitions and the integration
thereof, the impact of restriction under the Company's financial instruments,
dependence on availability of transmission facilities, regulation risks
including the impact of the Telecommunications Act of 1996, contingent
liabilities, the impact of competitive services and pricing, the ability of the
Company to successfully implement its strategies, as well as the other risks
referenced from time to time in the Company's filings with the SEC, including
the Company's Form 10-K for the year ended December 31, 1998. All subsequent
written and oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
Cautionary Statements. The Company does not undertake any obligation to release
publicly any revisions to such forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
<PAGE>
Exhibit 99.2
e.spire(TM) ANNOUNCES MANAGEMENT APPOINTMENTS
ANNAPOLIS JUNCTION, MD, JANUARY 28, 2000 -- e.spire Communications, Inc.
(NASDAQ:ESPI), the communications company for the networked economy, today
announced the appointment of Michael Miller as President of ACSI Network
Technologies, Inc., e.spire's wholly-owned subsidiary that designs and
constructs high-speed advanced fiber optic networks for third parties.
Miller most recently served as ACSI NT Senior Vice President. He joined e.spire
in 1996 and has nearly 20 years of telecommunications experience in sales,
operations and management. He succeeds Douglas R. Hudson, who resigned citing
family obligations.
The Company also appointed Randall Muench to Executive Vice President of Sales
and Marketing replacing Richard Putt. Muench most recently served as Senior Vice
President for the Sales and Marketing organization, overseeing marketing, sales
operations and training for both data and voice products.
Both Miller and Muench will report to Dennis Kern, e.spire Chief Operating
Officer.
e.spire Communications, Inc. is a leading integrated communications provider,
offering traditional local and long distance, Internet access and Web-hosting
services, and advanced data solutions, such as ATM and frame relay. In addition,
e.spire's subsidiary, ACSI Network Technologies, Inc., provides third parties,
including other communications concerns, municipalities and corporations, with
turnkey fiber-optic design, construction and project management expertise. For
more information on e.spire, contact http://www.espire.net.
