SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 3, 1998
PATHNET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-52247 52-1941838
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1015 31st Street NW
Washington, DC 20007
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(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 625-7284
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Item 5. Other Events
On August 5, 1998, Pathnet, Inc. (the "Company") sent a notice to the
holders of record (the "Warrant Holders") of its warrants ("the Warrants") to
purchase common stock, par value $.01 per share ("Common Stock"), issued
pursuant to the Warrant Agreement, dated as of April 8, 1998, between the
Company and The Bank of New York, as Warrant Agent (the "Warrant Agreement"),
that the Company had determined to adjust the exercise rate of the Warrants as
required by Section 5.01(a) of the Warrant Agreement on account of a 2.9-for-1
stock split of the Company's Common Stock effected by a stock dividend paid to
stockholders of record as of August 3, 1998. As a result, the exercise rate
shall be adjusted so that each Warrant will entitle the holder to purchase 3.19
shares of Common Stock. A copy of the notice to the Company's Warrant holders
pursuant to the Warrant Agreement is included as Exhibit 99.1 to this Report.
On August 5, 1998, the Company also notified the Warrant Holders
pursuant to Section 2.2(b) of the Warrant Registration Rights Agreement, dated
as of April 8, 1998, by and among the Company, the Initial Purchasers named
therein and the other signatories thereto (the "Warrant Registration Rights
Agreement"), that the Company had been informed in writing by the managing
underwriters of the Company's proposed initial public offering (the "Offering")
that in the opinion of such managing underwriters the total number of shares of
Common Stock which the Company intends to include in the Offering is such that
participation in the Offering by holders of Registrable Securities under the
Warrant Registration Rights Agreement would materially and adversely affect the
success of the Offering, including the price at which the Common Stock could be
sold. As a result of this determination, the Company has decided not to include
in the Offering any Registrable Securities under the Warrant Registration Rights
Agreement. A copy of the notice delivered to the Warrant Holders pursuant to the
Warrant Registration Rights Agreement is included as Exhibit 99.2 to this
Report.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
Exhibit 99.1 Notice to Warrant holders pursuant to Warrant
Agreement
Exhibit 99.2 Notice to Warrant holders pursuant to Warrant
Registration Rights Agreement
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<PAGE>
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.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Name: Michael A. Lubin
Title: Vice President,
General Counsel and Secretary
Dated: August 5, 1998
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EXHIBIT INDEX
PATHNET, INC.
Current Report on Form 8-K
Dated August 5, 1998
Exhibit No. Description
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Exhibit 99.1 Notice to Warrant holders pursuant to Warrant
Agreement
Exhibit 99.2 Notice to Warrant holders pursuant to Warrant
Registration Rights Agreement
Exhibit 99.1
PATHNET, INC.
1015 31st Street, N.W.
Washington, D.C. 20007
August 5, 1998
To the Holders of the Warrants to Purchase Common Stock:
Reference is made to the Warrant Agreement, dated as of April 8, 1998
(the "Agreement"), by and between Pathnet, Inc., a Delaware corporation (the
"Company"), and The Bank of New York, as Warrant Agent, regarding the warrants
(the "Warrants") to purchase the Company's common stock, par value $.01 per
share (the "Common Stock"). Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
The Company hereby notifies you pursuant to Section 5.01(c) of the
Agreement of an adjustment to the Exercise Rate of the Warrants pursuant to
Section 5.01(a) of the Agreement to reflect the 2.9-for-one stock split of the
Company's Common Stock effected by a stock dividend to holders of record of
Common Stock on August 3, 1998 (the "Stock Split"). As a result, the Exercise
Rate of the Warrants shall be adjusted so that each Warrant will entitle the
holder to purchase 3.19 shares of Common Stock effective August 3, 1998, the
record date of the Stock Split.
If you have any questions, please feel free to forward written
inquiries to the Secretary at the Company's address above.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Michael A. Lubin
Vice President, General Counsel
and Secretary
Exhibit 99.2
PATHNET, INC.
1015 31st Street, N.W.
Washington, D.C. 20007
August 5, 1998
To the Holders of Registrable Securities:
Reference is made to the Warrant Registration Rights Agreement, dated
as of April 8, 1998, by and among Pathnet, Inc., a Delaware corporation (the
"Company"), Merrill Lynch & Company, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Bear, Stearns & Co. Inc., TD Securities (USA) Inc. and Salomon
Brothers Inc (collectively the "Initial Purchasers") and the other signatories
thereto, as amended and supplemented to date (the "Agreement"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Agreement.
On May 5, 1998, the Company notified Holders of Registrable Securities
pursuant to Section 2.2(a) of the Agreement that it intended to file with the
Securities and Exchange Commission a Registration Statement on Form S-1 in order
to register under the Securities Act of 1933, as amended, a public offering (the
"Offering") of shares of its common stock, par value $.01 per share (the "Common
Stock"). Such Registration Statement has been filed with the Securities and
Exchange Commission but has not yet been declared effective.
Pursuant to Section 2.2 of the Agreement, notwithstanding the use by
the Company of its reasonable efforts to cause the managing underwriter of the
proposed Offering (a) to permit the Registrable Securities requested to be
included in the Offering to be included in the Registration Statement on the
same terms and conditions as the shares of Common Stock included therein, and
(b) to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method of distribution thereof, the managing
underwriter of the proposed Offering has informed the Company and, by the
attached copy of its letter, hereby notifies you, that in its opinion the total
number of Registrable Securities which the Company intends to include in the
Offering is such that participation in the Offering by Holders of Registrable
Securities would materially and adversely affect the success of the Offering,
including the price at which the Common Stock could be sold. As a result of this
determination, the Company has decided not to include any Registrable
Securities, including those of Holders who responded to the Company's May 5,
1998 notice, in the Offering.
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If you have any questions, please feel free to forward written
inquiries to the Secretary at the Company's address above.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Michael A. Lubin
Vice President, General Counsel
and Secretary
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MORGAN STANLEY
MORGAN STANLEY & CO.
INCORPORATED
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 761-4000
July 22, 1998
To the Holders of Registrable Securities:
Reference is made to the Warrant Registration Rights Agreement dated as
of April 8, 1998 (the "Agreement"), among Pathnet, Inc., a Delaware corporation
(the "Company"), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), Bear, Stearns & Co. Inc., TD Securities (USA)
Inc. and Salomon Brothers Inc (together with Merrill Lynch, the "Initial
Purchasers") and the other signatories thereto. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.
We are acting as managing underwriter for the Company's proposed
initial public offering (the "Offering") of common stock, par value $.01 per
share (the "Common Stock"). We understand that, in accordance with the terms of
the Agreement, you have delivered to the Company written notice of your interest
in exercising your piggy-back registration rights under the Agreement in
connection with the Offering.
Pursuant to Section 2.2(b) of the Agreement, we hereby notify you that,
in our opinion, the total number of Registrable Securities which the Company
intends to include in the Offering is such that participation in the Offering by
holders of the Registrable Securities would materially and adversely affect the
success of the Offering, including the price at which the Common Stock could be
sold. Pursuant to Section 2.2(b), the Company is required to include in such
registration only the amount of securities which it is so advised should be
included in such registration. As a result of our determination as set forth in
this notice, it is our understanding that the Company does not intend to include
any Registrable Securities in the Offering. Please note that this notice does
not affect any other right you may have under the Agreement.
Please contact Marc Montagner at (212) 761-4349 if you have any
questions with respect to this notice.
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MORGAN STANLEY
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Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ M. Montagner
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Name: M. Montagner
Title: Principal
cc: David Schaeffer (Pathnet, Inc.)
