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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
e.spire Communications, Inc.
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(Name of Registrant as Specified in Its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
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was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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FOR IMMEDIATE RELEASE
e.spire(R) WILL RECONVENE SPECIAL SHAREHOLDERS' MEETING
HERNDON, VA, NOVEMBER 17, 2000 -- e.spire Communications, Inc. (NASDAQ: ESPI),
the communications company for the networked economy, today announced that its
special shareholders' meeting adjourned on November 16, 2000, will be reconvened
on Friday, December 1, 2000 at 10AM at the Hyatt Regency Reston, Reston Towne
Center, 1800 Presidents Street, Reston, Virginia.
Due to the unauthorized notice of cancellation of the meeting by the Company's
proxy solicitor, e.spire's inspector of elections initially confirmed and then
revoked confirmation that a quorum was present, and the meeting had to be
adjourned. The inspector of elections has since confirmed that a quorum was in
fact represented by proxy at yesterday's meeting, and that as of the time of the
meeting, Proposal No.1 and Proposal No.2 had sufficient votes for ratification.
Proposal No.1 and Proposal No.2 authorize e.spire to issue a total of $100.7
million in new Series A convertible preferred stock and warrants, and up to
$124.3 million in new Junior Purchaser Securities that includes common stock,
convertible preferred stock or warrants, and transaction fee warrants in
connection with the issuance of the securities.
The Company is required to keep the polls open as to all three proposals until
votes are taken at the reconvened meeting on December 1, 2000. Approximately
one-half million additional shares must be voted in favor of Proposal No.3 in
order for it to be approved. Proposal No.3 seeks approval of an increase in the
number of authorized shares of the Company's common stock from 125 million
shares to 250 million. Shareholders are encouraged to submit proxies or
otherwise vote their shares, to the extent they have not done so.
Separately, e.spire is addressing the proxy solicitor's unauthorized
cancellation of the meeting. The cancellation apparently caused duplicate vote
reports to be supplied to the inspector of elections. As a result, the meeting
could not transact the business for which it was convened.
"It would appear that our proxy solicitor opted for the Florida model
established in the recent Presidential election, creating the need to keep the
polls open and re-count votes," said George F. Schmitt, e.spire Chairman and
Acting Chief Executive Officer. "e.spire's shareholders can rest assured that we
will resolve all remaining issues at or even prior to the reconvened meeting -
and probably before the next President is named."
During an informal question and answer session with shareholders who arrived for
the November 16 meeting, Mr. Schmitt made the following observations:
- The Company will hire an investment banker to advise and represent the
Company on strategic alternatives, mergers and acquisitions, spin-offs,
re-structuring and refinancing activities.
- The Company is negotiating a new Senior Secured Credit Facility, when
completed, could fund the Company into 2002.
-MORE-
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e.spire(R) WILL RECONVENE SPECIAL SHAREHOLDERS' MEETING/PAGE 2
e.spire Communications, Inc. is a leading integrated communications provider,
offering traditional local and long distance, dedicated Internet access, and
advanced data solutions, including ATM and frame relay. e.spire also provides
Web hosting, dedicated server, and colocation services through its Internet
subsidiary, CyberGate, Inc., and its subsidiary ValueWeb. 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. More
information about e.spire is available at e.spire's Web site, 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, 1999. 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.
Contact:
Media Relations
Peggy Disney
703.639.6738
[email protected]
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