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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)
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<S> <C>
DELAWARE 52-1947746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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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Proposed Maximum
Title of Each Class of Amount of Shares to Offering Price Per Proposed Aggregate
Securities to be Registered be Registered Share Offering Price Total Fee Paid
<S> <C> <C> <C> <C>
Common Stock $.01 par 2,500,000 (2) $ 5.00 (1) $12,500,000 $ 3,300.00
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 August 2,
2000.
(2) Represents Common Stock issued under the e.spire Communications, Inc. 1994
Employee Stock option Plan.
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This Registration Statement relates to the registration of 2,500,000
additional shares of Common Stock, par value $0.01 per share, of e.spire
Communications, Inc., issued pursuant to the e.spire Communications, Inc. 1994
Employee Stock Option Plan f/k/a American Communications Services, Inc. 1994
Employee Stock Option Plan for which a registration statement on Form S-8 (the
"Form S-8, Registration No. 33-99964) is effective. The contents of the Form
S-8, Registration No. 33-99964, 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 August 2, 2000.
e.spire Communications, Inc.
(Registrant)
By: /s/ George F. Schmitt
----------------------
George F. Schmitt, Chairman and
Acting Chief Executive Officer
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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> <C>
/S/ Chairman of the Board and
---------------------------- Acting Chief Executive August 2, 2000
George F. Schmitt Officer(Principal Executive
Officer)
/S/ Chief Financial Officer
---------------------------- (Principal Financial
Bradley E. Sparks Officer) August 2, 2000
/S/ Chief Accounting Officer
---------------------------- (Principal Accounting
Sean S. Scarlis Officer) August 2, 2000
* Vice Chairman of the Board August 2, 2000
----------------------------
William R. Huff
* Director August 2, 2000
----------------------------
Edwin M. Banks
* Director August 2, 2000
----------------------------
Peter C. Bentz
* Director August 2, 2000
----------------------------
Frederick Galland
* Director August 2, 2000
----------------------------
Christopher L. Rafferty
* Director August 2, 2000
------------------------------
Joseph R. Thornton
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*By: /S/ George F. Schmitt
Power of Attorney
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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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Exhibit No. or
Exhibit Description Incorporation
Number ----------- by Reference
------ ------------
<S> <C> <C>
4.1 Third Amended and Restated Certificate Exhibit to Form S-8 Registration
of Incorporation of e.spire Statement, File 333-58457
Communications, Inc. (the "Company")
4.2 Amended and Restated By-laws of Exhibit to Form S-8 Registration
e.spire Communications, Inc., as Statement, File No. 333-38944
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.
4.2 Amendment to Certificate of Designation E-1
Series A Convertible Preferred Stock
dated June 12, 2000
5.1 Opinion of Juliette Williams Pryor, Esq. E-2
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<S> <C> <C>
23.1 Consent of Juliette Williams Pryor, Esq.
(contained in opinion filed as Exhibit 5.1)
23.2 Consent of KPMG LLP E-3
24.1 Power of Attorney E-4
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