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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DIGEX, INCORPORATED
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(Exact name of Registrant as Specified in Its Charter)
Maryland 52-1672337
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
6800 Virginia Manor Road, Beltsville, Maryland 20705
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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N/A N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities
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For a description of the Class A Common Stock of DIGEX, Incorporated,
par value $.01 per share (the "Common Stock"), reference is made to the
information under the caption "Capital Stock of the Company" contained in the
Prospectus of DIGEX, Incorporated filed with the Securities and Exchange
Commission on June 12, 1996 as part of a Registration Statement on Form SB-2
(Registration No. 333-05871).
Item 2. Exhibits
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I. 1. Specimen Certificate for the shares of Common Stock of DIGEX,
Incorporated. (filed as Exhibit 4.1 to the Registration Statement on Form SB-2
(File No. 333-05871) and incorporated herein by reference).
2.1 The Articles of Amendment and Restatement of DIGEX, Incorporated
(filed as Exhibit 3.1 to the Registration Statement on Form SB-2 (File No. 333-
05871) and incorporated herein by reference). (in force as of the date of
filing)
2.2 Bylaws of DIGEX, Incorporated (in force as of the date of filing)
(a) The Amended and Restated Bylaws of DIGEX, Incorporated
(filed as Exhibit 3.2(a) to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by
reference).
(b) Amendment No. 1 to the Amended and Restated Bylaws of DIGEX,
Incorporated (filed as Exhibit 3.2(b) to the Registration
Statement on Form SB-2 (File No. 333-05871) and incorporated
herein by reference).
2.3 Amended and Restated Certificate of Incorporation of DIGEX,
Incorporated (filed as Exhibit 3.3 to the Registration Statement on Form SB-2
(File No. 333-05871) and incorporated herein by reference). (in force as of the
date of effectiveness)
2.4 By-laws of DIGEX, Incorporated (filed as Exhibit 3.3 to the
Registration Statement on Form SB-2 (File No. 333-05871) and incorporated herein
by reference). (in force as of the date of effectiveness)
II. The following exhibits are filed with each copy of this Registration
Statement being filed with the NASDAQ National Market System:
1. Registration Statement of DIGEX, Incorporated on Form SB-2 filed
with the Securities and Exchange Commission on June 12, 1996 (File No. 333-05871
incorporated herein by reference).
2. None.
3. None.
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4.1 The Articles of Amendment and Restatement of DIGEX, Incorporated
(filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form
SB-2 (File No. 333-05871) and incorporated herein by reference). (in force as of
the date of filing)
4.2 Bylaws of DIGEX, Incorporated (in force as of the date of filing)
(a) The Amended and Restated Bylaws of DIGEX, Incorporated
(filed as Exhibit 3.2(a) to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by
reference).
(b) Amendment No. 1 to the Amended and Restated Bylaws of DIGEX,
Incorporated (filed as Exhibit 3.2(b) to the Registration
Statement on Form SB-2 (File No. 333-05871) and incorporated
herein by reference).
4.3 Amended and Restated Certificate of Incorporation of DIGEX,
Incorporated (filed as Exhibit 3.3 to the Registration Statement on Form SB-2
(File No. 333-05871) and incorporated herein by reference). (in force as of the
date of effectiveness)
4.4 By-laws of DIGEX, Incorporated (filed as Exhibit 3.3 to the
Registration Statement on Form SB-2 (File No. 333-05871) and incorporated herein
by reference). (in force as of the date of effectiveness)
5. Specimen Certificate for the shares of Common Stock of DIGEX,
Incorporated. (filed as Exhibit 4.1 to the Registration Statement on Form SB-2
(File No. 333-05871) and incorporated herein by reference).
6. None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant duly has caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DIGEX, INCORPORATED
(Registrant)
By: /s/ Thomas Brandt
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Thomas Brandt
Senior Vice President and Chief Financial Officer
Dated: October 8, 1996
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EXHIBIT INDEX
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Exhibit
Number Exhibit Page
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<S> <C> <C>
I.1. Specimen Certificate for the shares of Common Stock of DIGEX,
Incorporated. (filed as Exhibit 4.1 to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by reference).
I.2.1 The Articles of Amendment and Restatement of DIGEX, Incorporated
(filed as Exhibit 3.1 to the Registration Statement on Form SB-2 (File
No. 333-05871) and incorporated herein by reference). (in force as of
the date of filing)
I.2.2 Bylaws of DIGEX, Incorporated (in force as of the date of filing)
(a) The Amended and Restated Bylaws of DIGEX, Incorporated (filed as
Exhibit 3.2(a) to the Registration Statement on Form SB-2 (File
No. 333-05871) and incorporated herein by reference).
(b) Amendment No. 1 to the Amended and Restated Bylaws of DIGEX,
Incorporated (filed as Exhibit 3.2(b) to the Registration
Statement on Form SB-2 (File No. 333-05871) and incorporated
herein by reference).
I.2.3 Amended and Restated Certificate of Incorporation of DIGEX,
Incorporated (filed as Exhibit 3.3 to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by reference).
(in force as of the date of effectiveness)
I.2.4 By-laws of DIGEX, Incorporated (filed as Exhibit 3.3 to the
Registration Statement on Form SB-2 (File No. 333-05871) and
incorporated herein by reference). (in force as of the date of
effectiveness)
II.1. Registration Statement of DIGEX, Incorporated on Form SB-2 filed with
the Securities and Exchange Commission on June 12, 1996 (File No. 333-
05871 incorporated herein by reference).
II.4.1 The Articles of Amendment and Restatement of DIGEX, Incorporated
(filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement
on Form SB-2 (File No. 333-05871) and incorporated herein by
reference). (in force as of the date of filing)
II.4.2 Bylaws of DIGEX, Incorporated (in force as of the date of filing)
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EXHIBIT INDEX
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Exhibit
Number Exhibit Page
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(a) The Amended and Restated Bylaws of DIGEX, Incorporated (filed as
Exhibit 3.2(a) to the Registration Statement on Form SB-2 (File
No. 333-05871) and incorporated herein by reference).
(b) Amendment No. 1 to the Amended and Restated Bylaws of DIGEX,
Incorporated (filed as Exhibit 3.2(b) to the Registration
Statement on Form SB-2 (File No. 333-05871) and incorporated
herein by reference).
II.4.3 Amended and Restated Certificate of Incorporation of DIGEX,
Incorporated (filed as Exhibit 3.3 to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by reference).
(in force as of the date of effectiveness)
II.4.4 By-laws of DIGEX, Incorporated (filed as Exhibit 3.3 to the
Registration Statement on Form SB-2 (File No. 333-05871) and
incorporated herein by reference). (in force as of the date of
effectiveness)
II.5. Specimen Certificate for the shares of Common Stock of DIGEX,
Incorporated. (filed as Exhibit 4.1 to the Registration Statement on
Form SB-2 (File No. 333-05871) and incorporated herein by reference).
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