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Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
e.spire Communications, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1947746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12975 Worldgate Drive
Herndon, Virginia 20710
(703) 639-6300
(Address of Principal Executive Offices) (Zip Code)
e.spire Communications, Inc. Annual Performance Plan, as amended
(Full title of the plan)
Juliette Williams Pryor.
e.spire Communications, Inc.
12975 Worldgate Drive
Herndon, Virginia 20710
(703) 639-6300
(Name and address of agent for service of process)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Each Class of Amount of Shares to be Proposed Maximum Proposed Aggregate
Securities to be Registered Registered Offering Price Per Share Offering Price
<S> <C> <C> <C>
Common Stock 1,600,000 (2) $ 4.78125 (1) $ 7,650,000
$.01 par value per Share
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, as amended (the
"Act") based upon the average of the high and low price for the Common
Stock, par value $.01 (the "Common Stock") as reported by the National
Association of Securities Dealers Automated Quotation System on June 5,
2000.
(2) Represents Common Stock issued under the e.spire Communications, Inc. Annual
Performance Plan.
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This Registration Statement relates to the registration of 1,600,000
additional shares of Common Stock, par value $0.01 per share, of e.spire
Communications, Inc., issued pursuant to the e.spire Communications, Inc. Annual
Performance Plan f/k/a American Communications Services, Inc. Annual Performance
Plan for which a registration statement on Form S-8 (the "Form S-8, Registration
No. 333-47869") is effective. The contents of the Form S-8, Registration No.
333-47869, are incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Herndon, State of Virginia, on June 8, 2000.
e.spire Communications, Inc.
(Registrant)
By: /s/
--------------------------------
George F. Schmitt, Chairman and
Acting Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints George F. Schmitt and Juliette Williams
Pryor as true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<S> <C>
/s/ Chairman of the Board and June 8, 2000
--------------------------------- Acting Chief Executive Officer
George F. Schmitt (Principal Executive Officer)
Interim Chief Financial Officer
/s/ (Principal Financial Officer) June 8, 2000
---------------------------------
Bradley E. Sparks
Interim Chief Accounting
/s/ Officer June 8, 2000
---------------------------------
Sean S. Scarlis (Principal Accounting Officer)
Vice Chairman of the Board June ___, 2000
----------------------------------
William R. Huff
Director June ___, 2000
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Edwin M. Banks
/s/ Director June 8, 2000
----------------------------------
Peter C. Bentz
/s/ Director June 8, 2000
----------------------------------
Frederick Galland
Director June ___, 2000
---------------------------------
Christopher L. Rafferty
/s/
---------------------------------
Joseph R. Thornton Director June 8, 2000
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INDEX TO EXHIBITS
The following are filed as exhibits or incorporated by reference into
this Registration Statement:
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<CAPTION>
Exhibit Description Exhibit No. or
Number ----------- Incorporation
------ by Reference
------------
<S> <C> <C>
4.1 Third Amended and Restated Exhibit to Form S-8 Registration
Certificate of Incorporation of Statement, File No. 333-58457
e.spire Communications, Inc. (the
"Company")
4.2 Amended and Restated By-laws of E-1
e.spire Communications, Inc., as
amended
4.3 Certificate of Designation Series A Exhibit to Form 10-K filed for the
Convertible Preferred Stock fiscal year ended December 31, 1999.
5.1 Opinion of Juliette Williams Pryor, Esq. E-2
23.1 Consent of Juliette Williams Pryor, Esq. E-2
(contained in opinion filed as
Exhibit 5.1)
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<S> <C> <C>
23.2 Consent of KPMG LLP E-3
24.1 Power of Attorney *
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*Powers of attorney are contained in signatures.
