Digex Inc/DE – ‘8-K’ for 3/5/01

On:  Monday, 3/5/01, at 4:39pm ET   ·   For:  3/5/01   ·   Accession #:  950162-1-267   ·   File #:  0-26873

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     16K 
 5: EX-99..4    Notice of Pendency of Class and Deriv. Action         26     79K 
 2: EX-99.1     Order and Final Judgment                               8     23K 
 3: EX-99.2     Stipulation of Settlement                             34     85K 
 4: EX-99.3     Scheduling Order                                       6     19K 
 6: EX-99.5     Master Channel Agreement                              23     76K 
 7: EX-99.6     Master Facilities Agreement                           20     67K 

8-K   —   Current Report
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) March 5, 2001

 DIGEX, INCORPORATED
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                      000-26873                 59-3582217
--------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer       
of incorporation)                    File Number)          Identification No.)  

 One Digex Plaza, Beltsville, MD 20750
--------------------------------------------------------------------------------
 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:(240) 264-2000               
                                    --------------

Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report) 

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Item 5.  Other Events.                                                          

     On March 5, 2001, Digex, Incorporated ("Digex") announced that a definitive
Stipulation of Settlement was signed to settle all claims related to a          
consolidated class action suit (the "Action") pending in the Court of Chancery  
of the State of Delaware (the "Delaware Court of Chancery") against Intermedia  
Communications Inc. ("Intermedia"), Digex, certain interested directors of      
Digex, and WorldCom, Inc. ("WorldCom") arising out of WorldCom's planned        
acquisition of a controlling interest in Digex through a merger with Intermedia.
The court has entered its order directing that notice of the settlement be sent 
to members of the class and a settlement hearing has been scheduled to be held  
on April 6, 2001, at 2:00 PM in the Delaware Court of Chancery. The final       
settlement of the Action is subject to the satisfaction of certain conditions as
well as final court approval.                                                   

  As previously announced on February 15, 2001, the principal terms of the
settlement involve, among other things, WorldCom and Digex entering into a      
series of commercial agreements and a settlement fund of $165 million in        
WorldCom common stock, based upon WorldCom stock's trading price for a period   
preceding the WorldCom-Intermedia merger, being created for Digex stockholders  
(other than Intermedia) and plaintiffs' counsel fees. Net of plaintiffs' counsel
fees, one-half of the settlement fund will be distributed to holders of Digex   
Class A common stock as of September 1, 2000 and the balance will be distributed
to such holders as of a future record date to be determined and expected to be  
on or about the date of the WorldCom-Intermedia merger.                         

The registrant hereby incorporates by reference the Order and Final   
Judgment attached hereto as Exhibit 99.1, the Stipulation of Settlement attached
hereto as Exhibit 99.2, the Scheduling Order attached hereto as Exhibit 99.3 and
the Notice of Pendency of Class and Derivative Action, Proposed Settlement, and 
Settlement Hearing attached hereto as Exhibit 99.4 into this Item 5.            

On March 1, 2001, Digex entered into the following Agreements: (i) the
Master Channel Agreement (the "Master Channel Agreement") dated as of January 1,
2001 between MCI WorldCom Network Services, Inc. ("MCI") and Digex, (ii)        
Amendment No. 1 to the UUdirect Multi-Megabit Agreement dated October 18, 2000  
between UUNET Technologies, Inc. and Digex and (iii) the Master Facilities      
Agreement (the "Master Facilities Agreement") dated as of January 1, 2001       
between MCI and Digex. The forms of Master Channel Agreement and Master         
Facilities Agreement are attached hereto as Exhibits 99.5 and 99.6 respectively.

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Item 7.  Financial Statements and Exhibits.                                     

(c) The following Exhibits are filed as part of this report:          

EXHIBIT NO.                           DESCRIPTION             

99.1 Order and Final Judgment                               

99.2 Stipulation of Settlement                              

99.3 Scheduling Order                                       

    99.4 Notice of Pendency of Class and Derivative Action, Proposed
Settlement, and Settlement Hearing                

         99.5 Master Channel Agreement dated as of January 1, 2001 between MCI
     WorldCom Network Services, Inc. and Digex, Incorporated

        99.6 Master Facilities Agreement dated as of January 1, 2001 between
         MCI WorldCom Network Services, Inc. and Digex, Incorporated

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SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

DIGEX, INCORPORATED   
(Registrant)          

Dated:  March 5, 2001        By:  /s/ Timothy Adams                             
                                  ----------------------------------------------
                Name:  Timothy Adams
                           Title:  Chief Financial Officer

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 EXHIBIT INDEX

EXHIBIT NO.                            DESCRIPTION                              

99.1 Order and Final Judgment                                         

99.2 Stipulation of Settlement                                        

99.3 Scheduling Order                                                 

99.4 Notice of Pendency of Class and Derivative Action, Proposed      
Settlement, and Settlement Hearing                          

99.5 Master Channel Agreement dated as of January 1, 2001 between MCI 
WorldCom Network Services, Inc. and Digex, Incorporated     

  99.6 Master Facilities Agreement dated as of January 1, 2001 between MCI
WorldCom Network Services, Inc. and Digex, Incorporated     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		4/6/01		2
Filed on / For Period End:		3/5/01		1		4
		3/1/01		2
		2/15/01		2
		1/1/01		2		5
		10/18/00		2
		9/1/00		2					8-K
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