<PAGE>   1

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                  FORM 10-K/A
(MARK ONE)

    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                       OR

    [  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER: 000-26873

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

<TABLE>
<S>                                            <C>
                   DELAWARE                                      59-3582217
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                     Identification Number)
</TABLE>

                                ONE DIGEX PLAZA
                              BELTSVILLE, MD 20705
                    (Address of principal executive offices)

                                 (240) 264-2000
                                Telephone Number

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form10-K or any
amendment in this Form 10-K.   [ ]

     Aggregate market value of the voting stock held by non-affiliates (1) of
the registrant on March 31, 2001: $343,198,254.

     As of March 31, 2001, there were 24,624,090 and 39,350,000 shares of the
Registrant's Class A and Class B Common Stock outstanding, respectively.

---------------
(1) As used herein, "voting stock held by non-affiliates" means shares of Common
    Stock held by persons other than executive officers, directors and persons
    holding in excess of 5% of the registrant's Common Stock. The determination
    of market value of the Common Stock is based on the last reported sale price
    as reported by the Nasdaq Stock Market on the date indicated. The
    determination of the "affiliate" status for purposes of this report on Form
    10-K shall not be deemed a determination as to whether an individual is an
    "affiliate" of the registrant for any other purposes.
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<PAGE>   2

                               INTRODUCTORY NOTE

     Digex, Incorporated hereby amends its Annual Report on Form 10-K for the
year ended December 31, 2000, originally filed with the Securities and Exchange
Commission (the "SEC") on April 2, 2001, solely to add the information required
by Part III of the Form 10-K.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names of the current directors of Digex, and their ages as of March 31,
2001, and certain biographical information for each of them is set forth below:

<TABLE>
<CAPTION>
                                    DIRECTOR
            NAME              AGE    SINCE                        POSITION
            ----              ---   --------                      --------
<S>                           <C>   <C>        <C>
David C. Ruberg.............  55      1999     Chairman of the Board of Directors
Mark K. Shull...............  45      1999     Director, President and Chief Executive Officer
John C. Baker...............  51      1999     Director
Philip A. Campbell..........  64      1999     Director
Richard A. Jalkut...........  57      1999     Director
Robert M. Manning...........  41      2000     Director
Jack E. Reich...............  50      1999     Director
</TABLE>

     David C. Ruberg has served as a director and Chairman of the Board of
Directors of Digex since April 1999. Mr. Ruberg has served as President, Chief
Executive Officer and a director of Intermedia Communications Inc., our majority
stockholder, since May 1993, and as Chairman of the Board of Directors of
Intermedia since March 1994. Mr. Ruberg is currently a director of QS
Communications AG, a competitive Digital Subscriber Line ("DSL") carrier in
Germany. From September 1991 to May 1993, he was an independent consultant to
the computer and telecommunications industries. Mr. Ruberg received his B.A. in
mathematics from Middlebury College and his M.S. in computer science from the
University of Michigan.

     Mark K. Shull has served as President and Chief Executive Officer of Digex
since July 1999. From February 1997 to June 1999, he served as Vice President of
the Web hosting and electronic commerce business unit of GTE Internetworking, an
internet infrastructure services provider. From March 1995 to January 1997,
prior to GTE Internetworking's acquisition of BBN Planet Corporation, an
internet services provider, he served as Vice President of BBN Planet
Corporation's Internet Business Solutions Group. From July 1993 to March 1995,
he served as a Senior Consultant at EDS Management Consulting. Mr. Shull
received his B.A. in public and international affairs from Princeton University
and holds a J.D. from Stanford Law School.

     John C. Baker has served as a director of Digex since April 1999. He has
served as a director of Intermedia since February 1988. Mr. Baker has been the
President of Baker Capital Corp., a private equity investment management firm,
since September 1995. Mr. Baker is currently a member of the Supervisory Board
of QS Communications AG, a competitive DSL carrier in Germany, and a member of
Intermedia's Compensation Committee.

     Philip A. Campbell has served as a director of Digex since April 1999. He
has served as a director of Intermedia since September 1996. Mr. Campbell
retired from Bell Atlantic, a telecommunications company, as Director, Vice
Chairman and Chief Financial Officer in 1991. Previously, he served as President
of New Jersey Bell, Indiana Bell and Bell Atlantic Network Services.

     Richard A. Jalkut has served as a director of Digex since July 1999. He has
served as President, Chief Executive Officer and a director of Pathnet, Inc., a
communications services provider, since August 1997. From January 1995 to August
1997, Mr. Jalkut served as President and Group Executive of NYNEX
Telecommunications Group. Mr. Jalkut is currently a director of HSBC Bank USA,
formerly Marine

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<PAGE>   3

Midland Bank, a commercial bank; a director and member of the Compensation
Committee of Ikon Office Solutions, Inc., a company engaged in wholesale and
retail office equipment sales; and a director of Home Wireless Networks, a
company developing a wireless product for home and business premises.

     Pathnet Telecommunications, Inc. and its subsidiaries (including Pathnet,
Inc.) filed voluntary petitions pursuant to Chapter 11 of the Federal bankruptcy
law with the U.S. Bankruptcy Court for the District of Delaware on April 2,
2001. Pathnet intends to continue to provide service to its customers while it
evaluates its strategic options and pursues discussions with potential
purchasers of all or part of its ongoing business.

     Robert M. Manning has served as a director of Digex since January 2000. Mr.
Manning has served as Senior Vice President, Chief Financial Officer of
Intermedia since September 1996. Mr. Manning joined Intermedia from DMX Inc., a
Los Angeles-based cable programmer, where he was Executive Vice President,
Senior Financial Executive and a Director of DMX-Europe from October 1991 to
September 1996. Prior to his tenure at DMX, Mr. Manning spent ten years in the
investment banking field in corporate finance and mergers and acquisitions, most
recently with Oppenheimer and Co., Inc. as Vice President, Corporate Finance,
managing their Entertainment/Leisure Time Group from October 1988 to October
1991. Mr. Manning is a graduate of Williams College.

     Jack E. Reich has served as a director of Digex since July 1999. Since
November 1998 , he has served as President of KJE Inc., a management and
investment consulting firm. From December 1996 to November 1998 he served as
President, Chief Executive Officer, and a director of e.spire Communications,
Inc., an integrated communications provider. Prior to e.spire, Mr. Reich held
various senior management positions with Ameritech and MCI Communications. Mr.
Reich is currently both a director and Compensation Committee member of Orius
Corporation, a national telecommunications services and systems integration
company. Since January 2001, he has served as President, Chief Executive
Officer, and a director of One, Inc., an e-business professional services firm.
Mr. Reich was named the Chairman of the Board of One, Inc. in April 2001.

                               EXECUTIVE OFFICERS

     The names of the current executive officers of Digex, their ages as of
March 31, 2001, other than Mr. Shull who is also a member of the Board of
Directors, and certain biographical information for each of them is set forth
below:

<TABLE>
<CAPTION>
              NAME                AGE                       POSITION
              ----                ---                       --------
<S>                               <C>   <C>
Timothy M. Adams................  41    Chief Financial Officer
John J. Callari.................  50    Senior Vice President, Sales
Todd R. Carlson.................  57    Senior Vice President, Business Operations
Thomas Davidsson................  37    Senior Vice President, Digex Europe
Bruce F. Metge..................  44    Senior Vice President and General Counsel
Robert B. Patrick...............  29    Vice President, Strategy and Business Development
Rebecca Ward....................  37    President, Product Management, Engineering and
                                          Marketing Group
Howard Weizmann.................  52    Vice President, Human Resources
</TABLE>

     Timothy M. Adams has served as Chief Financial Officer of Digex since
January 2000. From April 1997 to January 2000, he held various management
positions at GTE Internetworking and BBN Planet Corporation, prior to its
acquisition by GTE Internetworking, including Vice President of Operations and
Circuits Management, Vice President of Business Operations and Vice President of
Finance. From May 1989 to April 1997, he held various financial positions with
Trans National Group Services, including Chief Financial Officer of Trans
National Communications from January 1995 to April 1997. Mr. Adams holds a B.S.
in accounting from Murray State University in Kentucky and an M.B.A. from Boston
University. Mr. Adams is also a certified public accountant.

                                        2
<PAGE>   4

     John J. Callari has served as Senior Vice President of Sales of Digex since
March 2001. From September 1997 to March 2001, he served as Senior Vice
President of Sales at WorldCom, Inc., a global telecommunications company, where
he managed all aspects of sales, service and strategic planning of the National
Accounts division. Mr. Callari held various management positions at MCI
International since 1988 and subsequently with WorldCom, Inc., including
Regional Vice President at WorldCom, Vice President of Sales at IDB WorldCom,
and Director of Sales for the metropolitan New York region at TC WorldCom. Mr.
Callari holds a B.A. from Brooklyn College, as well as extensive marketing
education at Columbia University and New York University.

     Todd R. Carlson has served as Senior Vice President of Business Operations
of Digex since July 2000. Mr. Carlson has held various positions at Electronic
Data Systems Corporation ("EDS") since 1968 including Chief Information Officer
from January 1993 to December 1998. In that capacity, his primary responsibility
was to ensure that EDS' internal financial and administrative systems needs were
met throughout the world. Other responsibilities included coordinating business
process reengineering, developing data architecture and enterprise wide
information access, and maintaining security requirements for all corporate
systems. EDS is a global provider of strategy, implementation and hosting
services for clients managing the business and technology complexities of the
digital economy. Mr. Carlson received a bachelor and master's degree in business
administration from University of North Texas.

     Thomas Davidsson has served as Senior Vice President of the European
division of Digex since April 2000. From October 1998 through April 2000, he
held various management positions with companies within Telia AB, a
telecommunications company in Scandinavia, including the Vice President of Telia
Megacom, Chief Financial Officer of the Telia Business Solutions division, and
President of the Telia New Business division. From January 1996 to October 1998,
he served as Managing Director of Alfa Laval Moatti in France, a subsidiary of
Alfa Laval Group, a process equipment manufacturing company. Mr. Davidsson holds
a B.S. in finance from Per Brahe Gymnasium in Sweden and a M.B.A. from the
Stockholm School of Economics.

     Bruce F. Metge has served as Senior Vice President and General Counsel of
Digex since July 2000. From March 2000 to July 2000, he served as Vice President
and General Counsel for Onesoft Corporation, an e-commerce software company.
From January 1999 to February 2000, he served as General Counsel for Madison
River Communications, a telecommunications company formed by Goldman Sachs,
Madison Dearborn and other investors to acquire and operate rural telephone
companies. From January 1990 to December 1998 he served as Partner at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo P.C., a Washington, D.C. and Boston-based
law firm, specializing in antitrust litigation. Mr. Metge is a member of the
Illinois, District of Columbia, and Massachusetts bars. He received a B.A. in
public policy sciences from Duke University and a J.D. from Northwestern
University School of Law.

     Robert B. Patrick has served as Vice President of Strategy and Business
Development of Digex since January 2000. From July 1999 to December 1999, he
served as Vice President of Marketing of Digex. From September 1998 to June 1999
he served as Vice President of Marketing and Product Development of Digex. He
served as Director of Business Development for Digex from September 1997 through
September 1998. He joined Digex in September 1996, as Senior Manager of Windows
NT Operations. From June 1993 to June 1996, he served as a Senior Consultant for
Andersen Consulting. Mr. Patrick holds a B.S. in management information systems
from George Mason University.

     Rebecca Ward has served as President of the Product Management, Engineering
and Marketing Group of Digex since July 1999. From March 1991 to June 1999, she
held various management positions at GTE Internetworking and BBN Planet
Corporation, prior to its acquisition by GTE Internetworking, including most
recently Vice President of Product Management and Engineering of the Web hosting
and electronic commerce business unit of GTE Internetworking. Ms. Ward holds a
B.S. in computer technology from Northeastern University and an M.S. in computer
science from Boston University.

     Howard Weizmann has served as Vice President of Human Resources of Digex
since November 2000. From March 1992 to November 2000, he served as Managing
Consultant for Watson Wyatt Worldwide, a global human resources consulting firm.
Prior to joining Watson Wyatt, he held various positions at Aetna Life

                                        3
<PAGE>   5

Insurance and also worked as an attorney for Drinker, Biddle and Reath L.L.P, a
Philadelphia-based law firm. Mr. Weizmann holds a B.S. from Ohio University, a
M.S. in Anthropology from the University of Michigan and a J.D. from Georgetown
University School of Law.

     No family relationship exists between any of our directors and executive
officers.

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires each of our directors and
executive officers, and persons who beneficially own more than 10% of the issued
and outstanding shares of our common stock, to file reports of beneficial
ownership and changes in beneficial ownership with the SEC. Directors, executive
officers and greater than 10% stockholders are required by SEC regulation to
furnish us copies of all Section 16(a) forms they file.

     Based solely on a review of the copies of the forms furnished to us or
written representations by reporting persons, all of the filing requirements
applicable to our officers, directors and greater than 10% stockholders were
complied with during the fiscal year ended December 31, 2000, except for:
Timothy Adams, Lemis Altan, Todd Carlson, and Thomas Davidsson each of whom
failed to file a Form 3 on a timely basis and Bradley Sparks, former Chief
Financial Officer of Digex and no longer an employee of the company, who failed
to file a Form 4 on a timely basis.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The following table sets forth the total compensation of our Chief
Executive Officer and each of our four most highly compensated executive
officers whose total salary and bonus for 2000 exceeded $100,000 (each a "named
executive officer" and, collectively, the "named executive officers").

<TABLE>
<CAPTION>
                                              ANNUAL COMPENSATION                          LONG-TERM COMPENSATION
                                     --------------------------------------       -----------------------------------------
                                                                                  SECURITIES   SECURITIES
                                                               OTHER ANNUAL       UNDERLYING   UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION   YEAR    SALARY        BONUS(6)   COMPENSATION       OPTIONS(7)   OPTIONS(8)   COMPENSATION(9)
---------------------------   ----   --------       --------   ------------       ----------   ----------   ---------------
<S>                           <C>    <C>            <C>        <C>                <C>          <C>          <C>
Mark K. Shull(1)............  2000   $275,000(1)    $200,616     $120,591(10)      200,000           --         $5,250
  President and Chief         1999    125,000             --           --          500,000      100,000             --
  Executive Officer
Nancy G. Faigen(2)..........  2000    237,500(2)     162,500           --           75,000           --             --
  President, Sales and        1999    225,000        225,000      125,000(11)      300,000      100,000             --
  Service Delivery Group      1998     11,105         50,000           --               --           --             --
Rebecca Ward(3).............  2000    225,000(3)     148,767      140,912(11)       75,000           --          2,583
  President, Product          1999     91,667         50,000       15,810(11)      250,000       50,000             --
  Management, Engineering
  and Marketing Group
Timothy M. Adams(4).........  2000    216,967(4)      75,000       95,723(10)       90,000           --          4,040
  Vice President and          1999         --             --           --          250,000           --             --
  Chief Financial Officer
Bryan T. Gernert(5).........  2000    205,000(5)      48,616           --           25,000           --          2,583
  Senior Vice President,      1999    173,750             --      140,587(12)      400,000                       3,259
  Sales, Distribution and     1998     95,000             --      166,108(12)           --           --             --
  Client Services
</TABLE>

---------------
 (1) Mr. Shull commenced employment with Digex in July 1999. Mr. Shull's current
     annual base salary is $300,000 after a salary adjustment effective July 1,
     2000. He has a target annual bonus opportunity equal to 60% of his base
     salary.

 (2) Ms. Faigen served as President and Chief Executive Officer from December
     1998 to June 1999 and as President of the Sales and Service Delivery Group
     from June 1999 to March 2001, when she resigned from Digex.

 (3) Ms. Ward commenced employment with Digex in July 1999. Her current annual
     base salary is $250,000 after a salary adjustment effective July 1, 2000.
     She has a target annual bonus opportunity equal to 50% of her base salary.

                                        4
<PAGE>   6

 (4) Mr. Adams commenced employment with Digex in January 2000. His current
     annual base salary is $250,000 after salary adjustments during 2000. He has
     a target annual bonus opportunity equal to 50% of his base salary.

 (5) Mr. Gernert resigned in March 2001.

 (6) Amounts represent bonuses paid during the listed fiscal year for prior
     fiscal year performance and/or signing bonuses.

 (7) Represents the number of shares of Class A common stock of Digex underlying
     options granted to the named executive officers.

 (8) Represents the number of shares of common stock of Intermedia underlying
     options granted to the named executive officers.

 (9) Amounts represent the matching contribution paid by Digex and/or Intermedia
     to the 401(k) plan on behalf of the participant.

(10) Amount represents taxable fringe benefits received primarily for temporary
     housing and the reimbursement of taxes associated with these fringe
     benefits by Digex.

(11) Amount represents relocation expense.

(12) Amount represents commission payments.

OPTIONS GRANTED DURING FISCAL YEAR 2000

     The following table sets forth certain information regarding grants of
stock options to purchase Digex Class A common stock to our named executive
officers during fiscal year 2000. Options covering 25% of the options set forth
below vest one year following the date of grant and the balance will vest in
equal quarterly installments over the next three years. The per-share exercise
price of the options equals the market price on date of the grant.

<TABLE>
<CAPTION>
                             OPTION GRANTS
                          IN LAST FISCAL YEAR
                       -------------------------                                   POTENTIAL REALIZABLE VALUE AT
                       NUMBER OF     % OF TOTAL                                    ASSUMED ANNUAL RATES OF STOCK
                       SECURITIES     OPTIONS                                      PRICE APPRECIATION FOR OPTION
                       UNDERLYING    GRANTED TO    EXERCISE OR                                TERM(1)
                        OPTIONS     EMPLOYEES IN   BASE PRICE                      ------------------------------
        NAME            GRANTED     FISCAL YEAR     PER SHARE    EXPIRATION DATE       5%                10%
        ----           ----------   ------------   -----------   ---------------   -----------       ------------
<S>                    <C>          <C>            <C>           <C>               <C>               <C>
Mark K. Shull........   200,000         4.42%        $74.94          7/10/10       $9,426,000        $23,887,000
Nancy G. Faigen......    75,000         1.66%         74.94          7/10/10        3,535,000          8,958,000
Rebecca Ward.........    75,000         1.66%         74.94          7/10/10        3,535,000          8,958,000
Timothy M. Adams.....    15,000         0.33%         60.13          4/12/10          567,000          1,437,000
                         75,000         1.66%         74.94          7/10/10        3,535,000          8,958,000
Bryan T. Gernert.....    25,000         0.55%         74.94          7/10/10        1,178,000          2,986,000
</TABLE>

---------------
 (1) Potential realizable values are net of exercise prices before taxes, and
     are based on the assumption that our Class A common stock appreciates at
     the annual rate shown, compounded annually, from the date of grant until
     the expiration of the ten-year term and that the option is exercised at the
     exercise price and sold on the last day of its term at the appreciated
     price. These numbers are calculated based on the Securities and Exchange
     Commission requirements and do not reflect any projection or estimate of
     future stock price growth.

                                        5
<PAGE>   7

AGGREGATE OPTION EXERCISES IN FISCAL 2000 AND FISCAL YEAR-END OPTION VALUES

     The following table shows the number of shares received upon exercise,
aggregate dollar value realized upon exercise, the number of unexercised shares
of Digex Class A common stock as of December 31, 2000 and the year-end value of
unexercised in-the-money options to purchase shares of Digex Class A common
stock as of December 31, 2000 for each named executive officer.

<TABLE>
<CAPTION>
                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                             OPTIONS AT              IN-THE-MONEY OPTIONS AT
                            SHARES                        DECEMBER 31, 2000             DECEMBER 31, 2000
                          ACQUIRED ON     VALUE      ---------------------------   ---------------------------
          NAME             EXERCISE      REALIZED    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
          ----            -----------   ----------   -----------   -------------   -----------   -------------
<S>                       <C>           <C>          <C>           <C>             <C>           <C>
Mark K. Shull...........        --      $       --     156,250        543,750      $1,796,875     $3,953,125
Nancy G. Faigen.........    37,500       1,406,281      56,250        281,250         871,875      2,371,875
Rebecca Ward............        --              --      78,125        246,875         898,438      1,976,563
Timothy M. Adams........        --              --      62,500        277,500         156,250        468,750
Bryan T. Gernert........    25,795         948,603      99,205        300,000       1,532,628      3,987,500
</TABLE>

EMPLOYMENT AGREEMENTS

     Mark K. Shull.  Mr. Shull's employment letter agreement provides for an
initial annual base salary of $250,000, which is subject to annual review, and
an annual bonus opportunity of 60% of his initial annual base salary that will
be based on the achievement of certain corporate and individual objectives. The
agreement also provides Mr. Shull with stock options to purchase 100,000 shares
of Intermedia common stock, at an exercise price of $33.31, which are subject to
the terms and conditions of the Intermedia 1996 Long-Term Incentive Plan, to
vest in equal monthly installments over the 60-month period commencing on his
date of employment. On July 29, 1999, Mr. Shull was granted options to purchase
500,000 shares of our Class A common stock. 250,000 of these options will be
exercisable at $5.00 per share and the balance will be exercisable at the
initial public offering price of $17.00 per share. Options covering 25% of the
500,000 shares of our Class A common stock vested one year following the date of
grant and the balance vests in equal quarterly installments over the three years
beginning July 29, 2000. Following a change of control of Digex or Intermedia,
one-half of Mr. Shull's then unvested Digex options will vest immediately, and
the remainder will vest on the first anniversary of the change of control if Mr.
Shull continues to be employed by Digex at that date, or upon termination by
Digex of Mr. Shull's employment (other than for cause), if earlier. Following a
change of control of Intermedia, one-half of Mr. Shull's then unvested
Intermedia options will vest immediately, and the remainder will vest on the
first anniversary of the change of control if Mr. Shull continues to be employed
by Digex or Intermedia or any of its subsidiaries at that date, or upon
termination by Digex and, if applicable, Intermedia of Mr. Shull's employment
(other than for cause), if earlier.

     If Mr. Shull is terminated by Intermedia or us for any reason other than
for cause, we or Intermedia will pay his base salary as in effect at the time of
termination through the later of July 1, 2001, or the first anniversary of the
date of termination. Mr. Shull's entitlement to receive payments will terminate
if he directly or indirectly knowingly hires, within six months following his
date of termination, any employee of director-level or above who was employed by
Intermedia or Digex on the date of his termination.

     The letter agreement also provides Mr. Shull with a relocation allowance of
up to $100,000 in the form of a loan which will be forgiven in equal monthly
installments over a 12-month period commencing on the date of the last
relocation reimbursement.

     Nancy G. Faigen.  Ms. Faigen's employment letter agreement provides for an
initial annual base salary of $225,000, which is subject to annual review, and
an annual bonus opportunity of 50% of her initial annual base salary that will
be based on the achievement of certain corporate and individual objectives. The
agreement provided Ms. Faigen with a signing bonus of $275,000, paid in four
installments: $50,000 upon the acceptance of the offer and the remaining balance
at specified dates during 1999.

                                        6
<PAGE>   8

     The agreement also provides Ms. Faigen with stock options to purchase
100,000 shares of Intermedia common stock, at an exercise price of $15.00, which
are subject to the terms and conditions of the Intermedia 1996 Long Term
Incentive Plan, to vest in equal monthly installments over the 60-month period
commencing on her date of employment. On July 29, 1999, Ms. Faigen was granted
options to purchase 300,000 shares of our Class A common stock. 150,000 of these
options will be exercisable at $5.00 per share and the balance will be
exercisable at the initial public offering price of $17.00 per share. Options
covering 25% of the 300,000 shares of our Class A common stock vested one year
following the date of grant and the balance vests in equal quarterly
installments over the three years beginning July 29, 2000. Following a change of
control of Digex or Intermedia, all of Ms. Faigen's unvested Digex options will
vest on the first anniversary of the change of control if Ms. Faigen continues
to be employed by Digex at that date, or upon termination by Digex of Ms.
Faigen's employment (other than for cause), if earlier. Following a change of
control of Intermedia, all of Ms. Faigen's Intermedia options will vest on the
first anniversary of the change of control if Ms. Faigen continues to be
employed by Digex or Intermedia or any of its subsidiaries at that date, or upon
termination of Ms. Faigen's employment (other than for cause), if earlier.

     The letter agreement also provides Ms. Faigen with a relocation allowance
of up to $125,000 in the form of a loan which will be forgiven in equal monthly
installments over a 12-month period commencing on the date of the last
relocation reimbursement.

     Ms. Faigen resigned in March 2001.

     Rebecca Ward.  Ms. Ward's employment letter agreement provides for an
initial annual base salary of $200,000, which is subject to annual review, and
an annual bonus opportunity of 50% of her initial annual base salary that will
be based on the achievement of certain corporate objectives. The agreement
provided Ms. Ward with a signing bonus of $100,000, paid in two equal
installments: upon commencement of employment with us, and after six months of
employment. The agreement also provided Ms. Ward with stock options to purchase
50,000 shares of Intermedia common stock, at an exercise price of $33.31, which
are subject to the terms and conditions of the Intermedia 1996 Long-Term
Incentive Plan, to vest in equal monthly installments over the 60-month period
commencing with the day the option grant was approved. On July 29, 1999, Ms.
Ward was granted stock options to purchase 250,000 shares of our Class A common
stock. 125,000 of these options will be exercisable at $5.00 per share and the
balance will be exercisable at the initial public offering price of $17.00 per
share. Options covering 25% of the 250,000 shares of our Class A common stock
vested one year following the date of grant and the balance vests in equal
quarterly installments over the three years beginning July 29, 2000. Following a
change of control of Digex or Intermedia, all of Ms. Ward's unvested Digex
options will vest on the first anniversary of the change of control if Ms. Ward
continues to be employed by Digex at that date, or upon termination by Digex of
Ms. Ward's employment (other than for cause), if earlier. Following a change of
control of Intermedia, all of Ms. Ward's Intermedia options will vest on the
first anniversary of the change of control if Ms. Ward continues to be employed
by Digex or Intermedia or any of its subsidiaries at that date, or upon
termination by Digex of Ms. Ward's employment (other than for cause), if
earlier.

     If Ms. Ward is terminated by Digex for any reason other than for cause, we
will pay her base salary as in effect at the time of termination through the
later of January 1, 2002, or the first anniversary of the date of termination.

     Timothy M. Adams.  Mr. Adams' employment letter agreement provides for an
initial annual base salary of $210,000, which is subject to annual review, and
an annual bonus opportunity of 50% of his initial annual base salary that will
be based on the achievement of certain corporate objectives. Mr. Adams is also
entitled to receive a $75,000 signing bonus, paid in two equal installments:
upon commencement of employment with us, and after six months of employment.

     The agreement also provides Mr. Adams with options to purchase 250,000
shares of our Class A common stock. 50,000 of these options will be exercisable
at $10.00 per share and the balance will be exercisable at $34.00 per share.
Options covering 25% of the 250,000 shares of our Class A common stock vested
one year following the date of grant and the balance vests in equal quarterly
installments over the three years beginning December 1, 2000. Following a change
of control of Digex or Intermedia, all of Mr. Adams' unvested Digex

                                        7
<PAGE>   9

options will vest on the first anniversary of the change of control if Mr. Adams
continues to be employed by Digex at that date, or upon termination by Digex of
Mr. Adams' employment (other than for cause), if earlier.

     Bryan Gernert.  Mr. Gernert's employment letter agreement provides for an
initial annual base salary of $200,000, which is subject to annual review, and
an annual bonus opportunity of 60% of his annual base salary that will be based
on the achievement of certain corporate objectives.

     On July 29, 1999, Mr. Gernert was granted options to purchase 400,000
shares of our Class A common stock. 300,000 of these options will be exercisable
at $5.00 per share and the balance will be exercisable at the initial public
offering price of $17.00 per share. Options covering 25% of the 400,000 shares
of our Class A common stock vested one year following the date of grant and the
balance vests in equal quarterly installments over the three years beginning
July 29, 2000. In the event his employment is terminated by Digex for any reason
other than for cause prior to July 9, 2001, his options covering an aggregate of
200,000 shares (including any installments previously vested) will vest
immediately on the date of termination, of which 150,000 will be those
exercisable at $5.00 and 50,000 exercisable at $17.00 per share. Following a
change of control of Digex or Intermedia, all of Mr. Gernert's unvested options
will vest on the first anniversary of the change of control if Mr. Gernert
continues to be employed by Digex at that date, or upon termination by Digex of
Mr. Gernert's employment (other than for cause), if earlier.

     Mr. Gernert resigned in March 2001.

DIRECTOR COMPENSATION

     Our directors who are not employed by either Digex or Intermedia receive an
annual fee of $16,000 and a fee of $1,000 for each meeting (or $500 for each
telephonic meeting) of the Board of Directors or committees of the Board of
Directors attended in addition to reimbursement of actual out-of-pocket expenses
incurred in connection with attending these meetings. Each such director is also
granted stock options in accordance with the terms of the Digex Long-Term
Incentive Plan.

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During 2000, the Compensation Committee was comprised of Messrs. Ruberg and
Reich. No member of the Compensation Committee was at any time an officer or
employee of Digex or any of its subsidiaries. Mr. Ruberg is the President and
Chief Executive Officer and a director of Intermedia, our parent. For a
description of certain relationships between Digex and Intermedia, see "Certain
Relationships and Related Transactions."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DIGEX

     The following table provides information regarding:

          - beneficial ownership of our common stock by each person or entity
            known to us to be a beneficial owner of more than 5% of the
            outstanding shares of our common stock, as of March 31, 2001;

          - beneficial ownership of our common stock by each of our directors
            and named executive officers, as of March 31, 2001; and

          - beneficial ownership of our common stock by all of our directors and
            executive officers as a group, as of March 31, 2001.

     The percentage of Digex common stock beneficially owned was calculated
based on 24,624,090 shares of Class A common stock and 39,350,000 shares of
Class B common stock outstanding on March 31, 2001. Except as otherwise
indicated, the stockholders listed in the table have sole voting and investment
power with respect to the common stock owned by them. All of the Class B shares
are owned by Intermedia. Class B common stock entitles the holder to 10 votes
per share, while Class A common stock entitles the holder to one

                                        8
<PAGE>   10

vote per share. Each share of Class B common stock is convertible at the option
of the holder into one share of Class A common stock.

<TABLE>
<CAPTION>
                                                                                             PERCENTAGE
                                                           NUMBER OF          PERCENTAGE      OF VOTING
                                                             SHARES            OF CLASS       POWER OF
                                                          BENEFICIALLY       BENEFICIALLY      COMMON
                    BENEFICIAL OWNER                         OWNED              OWNED           STOCK
                    ----------------                      ------------       ------------   -------------
<S>                                                       <C>                <C>            <C>
PRINCIPAL STOCKHOLDERS:
Intermedia Communications Inc...........................   39,350,000(2)        100.0%          94.1%
  One Intermedia Way
  Tampa, Florida 33647
Massachusetts Financial Services Co.....................    2,514,013(3)         10.2%             *
  500 Boylston Street
  Boston, MA 02116
Oak Associates, LTD.....................................    2,109,000(4)          8.6%             *
  3875 Embassy Parkway
  Akron, OH 44333
Putnam Investments, LLC.................................    1,878,200(5)          7.6%             *
  One Post Office Square
  Boston, MA 02109
Capital Research & Management Co........................    1,805,000(6)          7.3%             *
  333 South Hope Street
  Los Angeles, CA 90071
Morgan Stanley Dean Witter & Co. .......................    1,602,533(7)          6.5%             *
  1585 Broadway
  New York, NY 10036
Microsoft Corporation...................................    1,263,494(8)          5.1%             *
  One Microsoft Way
  Redmond, Washington 98052
CPQ Holdings, Inc.(1)...................................    1,263,494(9)          5.1%             *
  20555 SH 249
  Houston, Texas 77070
DIRECTORS AND EXECUTIVE OFFICERS:
David C. Ruberg.........................................       21,875(10)           *              *
Mark K. Shull...........................................      218,750(10)           *              *
Nancy G. Faigen.........................................       75,000(10)           *              *
Rebecca Ward............................................      109,375(10)           *              *
Timothy M. Adams........................................       81,875(10)           *              *
Bryan T. Gernert........................................      106,705(10)           *              *
John C. Baker...........................................       26,667(10)           *              *
Philip A. Campbell......................................       26,667(10)           *              *
Richard A. Jalkut.......................................       26,667(10)           *              *
Robert M. Manning.......................................       21,875(10)           *              *
Jack E. Reich...........................................       31,667(11)           *              *
All directors and executive officers as a group (15
  persons)..............................................      584,518(12)         2.4%             *
</TABLE>

---------------
  *  Less than 1%

 (1) CPQ Holdings, Inc. is a wholly-owned subsidiary of Compaq Computer
     Corporation.

 (2) These shares are owned by Intermedia through its indirect wholly-owned
     subsidiary, Intermedia Financial Company. As a result of the Intermedia -
     WorldCom Merger, WorldCom will beneficially own all of our Class B common
     stock and will have voting control of Digex. The merger is expected to be
     consummated in the second quarter of 2001.

                                        9
<PAGE>   11

 (3) Based upon information set forth in a Schedule 13G/A filed with the SEC on
     February 12, 2001. Massachusetts Financial Services Co. has sole voting
     power of 2,473,813 shares and sole dispositive power of all shares.

 (4) Based upon information set forth in a Schedule 13G filed with the SEC on
     February 13, 2001. Oak Associates, LTD. has sole voting power and shared
     dispositive power of all shares.

 (5) Based upon information set forth in a Schedule 13G filed with the SEC on
     February 15, 2001. Putnam Investments, LLC has shared voting power of 5,800
     shares and shared dispositive power of all shares.

 (6) Based upon information set forth in a Schedule 13G/A filed with the SEC on
     February 13, 2001.

 (7) Based upon information set forth in a Schedule 13G/A filed with the SEC on
     February 7, 2001. Morgan Stanley Dean Witter & Co. has shared voting power
     of 1,594,633 shares and shared dispositive power of all shares.

 (8) Based upon information set forth in a Schedule 13G filed with the SEC on
     January 21, 2000. Consists of 730,994 shares of Class A common stock
     issuable upon conversion of shares of Series A Preferred Stock and 532,500
     shares of Class A common stock issuable upon exercise of presently
     exercisable warrants.

 (9) Based upon information set forth in a Schedule 13G filed with the SEC on
     January 24, 2000. Consists of 730,994 shares of Class A common stock
     issuable upon conversion of shares of Series A Preferred Stock and 532,500
     shares of Class A common stock issuable upon exercise of presently
     exercisable warrants.

(10) Constitutes shares subject to options exercisable as of March 31, 2001 or
     within 60 days thereafter.

(11) Includes 5,000 shares of Class A common stock and 26,667 shares subject to
     options exercisable as of March 31, 2001 or within 60 days thereafter.

(12) Includes 5,350 shares of Class A common stock and 579,168 shares subject to
     options exercisable as of March 31, 2001 or within 60 days thereafter.

INTERMEDIA

     The following table provides information regarding:

          (i) those persons or groups known to us to be the beneficial owners of
     more than five percent of the common stock of our parent, Intermedia;

          (ii) beneficial ownership of common stock of our parent, Intermedia,
     by each of our directors and named executive officers, as of December 31,
     2000; and

          (iii) beneficial ownership of common stock of our parent, Intermedia,
     by all of our directors and executive officers as a group, as of December
     31, 2000.

     The percentage of Intermedia common stock beneficially owned was calculated
based on 55,138,703 shares outstanding on December 31, 2000.

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF
                                                               NUMBER OF          INTERMEDIA
                                                                 SHARES          COMMON STOCK
                                                              BENEFICIALLY       BENEFICIALLY
                      BENEFICIAL OWNER                           OWNED               OWNED
                      ----------------                        ------------       -------------
<S>                                                           <C>                <C>
ICI Ventures LLC............................................   7,859,329(1)          12.6%
  c/o Kohlberg Kravis Roberts & Co., L.P.
  9 West 57th Street
  New York, NY 10019
Massachusetts Financial Services Corp.......................   4,540,542(2)           7.3%
  500 Boylston Street
  Boston, MA 02116
</TABLE>

                                        10
<PAGE>   12

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF
                                                               NUMBER OF          INTERMEDIA
                                                                 SHARES          COMMON STOCK
                                                              BENEFICIALLY       BENEFICIALLY
                      BENEFICIAL OWNER                           OWNED               OWNED
                      ----------------                        ------------       -------------
<S>                                                           <C>                <C>
DIRECTORS AND EXECUTIVE OFFICERS OF DIGEX:
David C. Ruberg.............................................   1,245,676(3)           2.3%
Mark K. Shull...............................................      31,667(4)             *
Nancy G. Faigen.............................................      43,334(5)             *
Rebecca Ward................................................      15,833(6)             *
Bryan T. Gernert............................................      32,348(7)             *
Timothy M. Adams............................................          --               --
John C. Baker...............................................      84,228(8)             *
Philip A. Campbell..........................................      30,000(9)             *
Richard A. Jalkut...........................................          --               --
Robert M. Manning...........................................     400,565(10)            *
Jack E. Reich...............................................         500(11)            *
All directors and executive officers as a group (15
  persons)..................................................   1,813,581(12)          3.3%
</TABLE>

---------------
  *  Less than 1%

 (1) Consists of 5,555,556 shares of Intermedia common stock issuable upon
     conversion of shares of Series G Junior Convertible Participating Preferred
     Stock, 2,000,000 shares of Intermedia common stock issuable upon exercise
     of presently exercisable warrants and 303,773 Intermedia common shares
     owned. ICI Ventures is a limited liability company of which KKR 1996 Fund
     L.P. is the managing member. KKR 1996 GP L.L.C. is the sole general partner
     of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996
     Fund L.P. KKR 1996 GP L.L.C. is a limited liability company, the managing
     members of which are Messrs. Henry R. Kravis and George R. Roberts, and the
     other members of which are Messrs. Robert I. MacDonnell, Paul E. Raether,
     Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Edward A.
     Gilhuly, Perry Golkin, Scott M. Stuart, and Johannes Huth. Mr. Greene is a
     director of Intermedia. Each of the individuals who are members of KKR 1996
     GP L.L.C. may be deemed to share beneficial ownership of any shares
     beneficially owned by KKR 1996 GP L.L.C. Each of such individuals disclaim
     beneficial ownership. Mr. Alexander Navab, Jr., a director of Intermedia,
     is also a director of KKR and a limited partner of KKR Associates 1996 L.P.
     Mr. Navab disclaims that he is the beneficial owner of securities
     beneficially owned by KKR Associates 1996 L.P. KKR Partners II, L.P. owns
     less than a 4% membership interest in ICI Ventures LLC.

 (2) Based upon information set forth in a Schedule 13G filed with the SEC on
     February 14, 2001.

 (3) Includes 186,216 shares of common stock, 62,784 shares subject to certain
     vesting requirements and 996,676 shares subject to options exercisable as
     of December 31, 2000 or within 60 days thereafter. Excludes 693,324 shares
     subject to options that are not exercisable within 60 days of December 31,
     2000.

 (4) Includes 31,667 shares subject to options exercisable as of December 31,
     2000 or within 60 days thereafter. Excludes 68,333 shares subject to
     options that are not exercisable within 60 days of December 31, 2000.

 (5) Includes 43,334 shares subject to options exercisable as of December 31,
     2000 or within 60 days thereafter. Excludes 56,666 shares subject to
     options that are not exercisable within 60 days of December 31, 2000.

 (6) Includes 15,833 shares subject to options exercisable as of December 31,
     2000 or within 60 days thereafter. Excludes 34,167 shares subject to
     options that are not exercisable within 60 days of December 31, 2000.

 (7) Includes 32,348 shares subject to options exercisable as of December 31,
     2000 or within 60 days thereafter. All exercisable options were exercised
     as of March 31, 2001.

 (8) Includes 54,228 shares of common stock and 30,000 shares subject to options
     exercisable as of December 31, 2000 or within 60 days thereafter.

                                        11
<PAGE>   13

 (9) Includes 30,000 shares subject to options exercisable as of December 31,
     2000 or within 60 days thereafter.

(10) Includes 36,792 shares of common stock, 28,608 shares subject to certain
     vesting requirements and 335,165 shares subject to options exercisable as
     of December 31, 2000 or within 60 days thereafter. Excludes 357,665 shares
     subject to options that are not exercisable within 60 days of December 31,
     2000.

(11) Includes 500 shares of common stock.

(12) Includes 277,736 shares of common stock, 91,392 shares subject to certain
     vesting requirements and 1,444,453 shares subject to options exercisable as
     of December 31, 2000 or within 60 days thereafter. Excludes 1,156,093
     shares subject to options that are not exercisable within 60 days of
     December 31, 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have entered into several agreements with Intermedia, including the
general and administrative services agreement, three network services
agreements, and financing agreements. In addition, we have entered into
agreements with Microsoft and Compaq, beneficial holders of more than 5% of
Digex Class A common stock.

  GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT

     On April 30, 1999, we entered into a general and administrative services
agreement with Intermedia. Under the terms of this agreement, as amended to
date, Intermedia provided Digex with back office and administrative services
such as human resources, finance and accounting, tax services, investor
relations, treasury, and information management services during 2000. This
agreement has an initial term of two years and expires in April 2001. The charge
for these services was $15.0 million in 2000.

     Intermedia has advised us that the fees payable by Digex to Intermedia
under this agreement are intended to approximate Intermedia's estimated costs of
providing the covered services to Digex. Because it is not practical to obtain
quotes for all of these services from third parties, we cannot determine
whether, and there can be no assurance that, the terms of this agreement are as
favorable to us as would result from an arm's length negotiation with an
unrelated third party.

  NETWORK SERVICES AGREEMENTS

     Pursuant to three network services agreements between Intermedia and Digex
entered into in July 1999, Intermedia has been providing us with east and west
coast Internet transit, Internet access and managed firewall services. These
agreements have an initial term of two years and expire in July 2001. The charge
for these services amounted to $5.0 million in 2000.

     The two Internet transit service agreements provide, among other things,
that:

          - we will purchase, and Intermedia will provide us with, certain data
            transit capacity;

          - we will be treated as a most-favored customer entitled to rates and
            fees as low as those granted by Intermedia to any other customer
            purchasing substantially similar services;

          - the agreements will have an initial term of two years which will be
            automatically renewed for successive one year periods unless either
            we or Intermedia elects not to renew by giving 30-days prior notice;

          - Intermedia has made certain service level commitments to us covering
            both network availability and performance; and

          - if we do not renew the agreements for at least one renewal term, we
            will be liable to Intermedia for any termination charges assessed
            against Intermedia by local access providers for the early
            termination of local access circuits purchased by Intermedia for the
            provision of services to us.

                                        12
<PAGE>   14

     The managed firewall reseller agreement provided, among other things, for:

          - certain service level commitments covering both service availability
            and performance; and

          - continuous access by Intermedia to any equipment owned by Intermedia
            deployed at any of our facilities.

     We believe the terms of the network services agreements are at least as
favorable to us as they would be under similar arrangements between Digex and an
unrelated third party.

  ASSET MIGRATION AGREEMENT

     On June 1, 2000, we entered into an asset migration agreement with
Intermedia. Under the terms of the agreement, we purchased certain assets,
including certain licensed third-party software, machinery, and equipment from
Intermedia at cost to provide independent managed firewall services. In
connection with the purchase of firewall-related assets from Intermedia, the
managed firewall services agreement between Digex and Intermedia was terminated.
We paid a purchase price of $4.5 million for the net book value of these assets
and services on June 30, 2000, the closing date of the agreement. Under the
asset migration agreement, we paid $0.9 million for Intermedia's support and
consultation for the six months ended December 31, 2000.

  EXPENSE SHARING AND INDEMNITY ARRANGEMENTS

     On January 24, 2000, we agreed with Intermedia to allocate and pay the
expenses of our February 2000 public offering, including any amounts arising
from any indemnification or contribution obligations, in proportion to the
number of shares of Class A common stock sold by us and by Intermedia. Expenses
of $0.3 million were allocated to Digex in 2000 and were netted against offering
proceeds.

  SALE OF TELECOMMUNICATIONS RELATED ASSETS TO INTERMEDIA

     We are subject to certain restrictions under the Intermedia indentures. Due
to these restrictions, we were required to use all of the net proceeds of our
equity offerings to purchase telecommunications related assets, in each case
within 270 days of the offering. We entered into three Use of Proceeds
Agreements with Intermedia on June 2, 1999, January 11, 2000, and January 24,
2000, respectively, to sell to Intermedia certain telecommunications related
assets that were purchased by us with the net proceeds of certain offerings of
Digex securities and the cash proceeds of the investments by Microsoft and
Compaq. The assets were sold to Intermedia at Digex's cost. The proceeds from
the sale of telecommunications related assets to Intermedia were approximately
$33.7 million in 2000. These proceeds were unrestricted and used to fund our
operating expenses. Net proceeds from the equity offerings were fully used as of
December 31, 2000.

  GUARANTY AGREEMENT

     On October 31, 2000, Intermedia increased the commitments available to it
under its revolving credit facility from $100.0 million to $350.0 million. As a
subsidiary of Intermedia, we will be a limited guarantor under the credit
facility to the greater of $90.0 million or the amounts borrowed by Digex. The
credit facility is also fully guaranteed by WorldCom. At December 31, 2000,
Intermedia had $113.0 million outstanding under its credit facility.

  SOFTWARE, EQUIPMENT AND SERVICES PURCHASED FROM MICROSOFT AND COMPAQ

     We have in the past purchased and expect to continue to purchase computer
hardware, software and certain consulting services from both Microsoft and
Compaq pursuant to certain arrangements negotiated prior to or in connection
with the investment by Microsoft and Compaq in Digex. We purchased $2.7 million
and $26.6 million (excluding $2.7 million of equipment credits) in 2000 for
products and services provided by Microsoft and Compaq, respectively.

                                        13
<PAGE>   15

  REIMBURSEMENT OF LEGAL EXPENSES

     Richard Jalkut, Jack Reich and Mark Shull incurred legal fees and expenses
of approximately $243,000 in the aggregate in 2000 in connection with litigation
in which they were named as defendants in their capacities as directors of Digex
(and in the case of Mr. Shull, an officer of Digex). We have reimbursed, or will
reimburse them, for these fees and expenses.

  DIRECTOR COMPENSATION

     In 2000, aggregate fees of $76,000 each were payable to Richard Jalkut and
Jack Reich for their services as directors of Digex (including the annual fee
and fees for attending meetings, including meetings of the special committee of
the board of directors).

                                        14
<PAGE>   16

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: April 27, 2001

                                          DIGEX, INCORPORATED
                                          (Registrant)

                                          By: /s/     MARK K. SHULL
                                            ------------------------------------
                                                       Mark K. Shull
                                               President and Chief Executive
                                                           Officer

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  SIGNATURE                                   TITLE                     DATE
                  ---------                                   -----                     ----
<C>                                               <S>                              <C>
PRINCIPAL EXECUTIVE OFFICER:

              /s/ MARK K. SHULL                   Director, President and Chief    April 27, 2001
----------------------------------------------      Executive Officer
                Mark K. Shull

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICERS:

             /s/ TIMOTHY M. ADAMS                 Chief Financial Officer          April 27, 2001
----------------------------------------------
               Timothy M. Adams

            /s/ T. SCOTT ZIMMERMAN                Vice President and Controller    April 27, 2001
----------------------------------------------
              T. Scott Zimmerman

DIRECTORS:

             /s/ DAVID C. RUBERG                  Chairman of the Board            April 27, 2001
----------------------------------------------
               David C. Ruberg

              /s/ JOHN C. BAKER                   Director                         April 27, 2001
----------------------------------------------
                John C. Baker

            /s/ PHILIP A. CAMPBELL                Director                         April 27, 2001
----------------------------------------------
              Philip A. Campbell

            /s/ RICHARD A. JALKUT                 Director                         April 27, 2001
----------------------------------------------
              Richard A. Jalkut

            /s/ ROBERT M. MANNING                 Director                         April 27, 2001
----------------------------------------------
              Robert M. Manning

              /s/ JACK E. REICH                   Director                         April 27, 2001
----------------------------------------------
                Jack E. Reich
</TABLE>

                                        15