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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): JUNE 15, 2000
PSINET CONSULTING SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-26970 76-0407849
(Commission File Number) (I.R.S. Employer Identification No.)
FIVE POST OAK PARK
4400 POST OAK PARKWAY, SUITE 1100
HOUSTON, TEXAS 77027-3413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 548-3400
METAMOR WORLDWIDE, INC.
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 15, 2000, Metamor Worldwide, Inc. ("Metamor") merged with a
subsidiary of PSINet Inc., a New York corporation ("PSINet") (Nasdaq: PSIX),
pursuant to the terms of the previously announced agreement and plan of merger
dated as of March 21, 2000. As a result of the merger, Metamor became a
wholly-owned subsidiary of PSINet and changed its name to PSINet Consulting
Solutions, Inc. Each issued and outstanding share of Metamor's common stock was
converted into the right to receive 0.9 shares of PSINet common stock. The
aggregate consideration to be paid to Metamor stockholders consists of
approximately 31,894,724 shares of PSINet common stock based on an aggregate of
35,438,583 shares of common stock of Metamor as of the effective time of the
merger. In addition, PSINet assumed approximately 4,973,611 options issued by
Metamor which represent the right to acquire approximately 4,476,250 shares of
PSINet common stock. In connection with the merger, the board of directors of
PSINet Consulting Solutions, Inc. is now comprised of officers of PSINet,
including Mr. Dameris. Mr. Schrader, Chairman of the Board and Chief Executive
Officer of PSINet, has pledged 11,022,714 shares of PSINet common stock with a
bank, which could result in a change in control of PSINet at a subsequent date.
A press release containing additional information concerning the merger is
incorporated as Exhibit 99.1 to this report.
In connection with the merger, Metamor, PSINet and The Bank of New
York, as trustee, entered into a supplement to the indenture governing Metamor's
outstanding 2.94% Convertible Subordinated Notes Due 2004 (the "Notes"),
providing, among other things, that the Notes are now convertible into PSINet
common stock instead of Metamor common stock. The new conversion ratio for the
Notes is 21.36573 shares of PSINet common stock per $1,000 principal amount at
maturity, subject to further adjustment as provided in the indenture.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
3.1 Certificate of Merger dated June 15, 2000.
4.1 First Supplemental Indenture dated as of June 15, 2000 among
Metamor, PSINet and The Bank of New York as Trustee.
99.1 Press Release dated June 15, 2000.
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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.
PSINET CONSULTING SOLUTIONS, INC.
(f/k/a Metamor Worldwide, Inc.)
(Registrant)
Dated: June 15, 2000 By: /s/ EDWARD L. PIERCE
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Edward L. Pierce
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Merger dated June 15, 2000.
4.1 First Supplemental Indenture dated as of June 15, 2000 among
Metamor, PSINet and The Bank of New York as Trustee.
99.1 Press Release dated June 15, 2000.
