PATHNET INC
8-K, 1998-09-18
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       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): September 17, 1998


                                  PATHNET, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                
          Delaware                  333-52247                  52-1941838
          --------                  ---------                  ----------
(State or other jurisdiction    (Commission File              (IRS Employer 
      of incorporation)              Number)              Identification Number)


                               1015 31st Street NW
                              Washington, DC 20007
                              --------------------
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (202) 625-7284
<PAGE>

Item 5.  Other Events

         On September 17, 1998, the Registrant issued the press release attached
hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c) Exhibits:

         Exhibit 99.1      Registrant's Press Release dated September 17, 1998

                                        2
<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/ William R. Smedberg, V
                                       ------------------------------
                                       Name:  William R. Smedberg, V
                                       Title: Vice President,
                                              Finance and Corporate Development

Dated: September 18, 1998
<PAGE>

                                  EXHIBIT INDEX

                                  PATHNET, INC.

                           Current Report on Form 8-K


   Exhibit No.             Description
   -----------             -----------
   Exhibit 99.1            Registrant's Press Release dated September 17, 1998


                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE                                  Contact: Laurie Parker
September 17, 1998                                              JuliAnne Forrest
                                                                (202) 333-0700


               PATHNET, INC. SECURES CONTRACT WITH THE BURLINGTON
                      NORTHERN AND SANTA FE RAILWAY COMPANY


(THE FOLLOWING STATEMENT SHOULD BE ATTRIBUTED TO DICK JALKUT, PRESIDENT AND CEO
OF PATHNET, INC.)


WASHINGTON, D.C. -- "Pathnet has entered into an agreement with The Burlington
Northern and Santa Fe Railway Company (BNSF) to participate in the upgrade of
the railroad's existing internal communications network. Under the terms of the
agreement, Pathnet will begin construction of approximately 500 route miles of
digital backbone capacity from Chicago, Illinois to St. Paul, Minnesota."


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

THIS PRESS RELEASE CONTAINS SOME MATTERS THAT ARE FORWARD-LOOKING STATEMENTS.
THE READER IS CAUTIONED THAT THESE FORWARD-LOOKING STATEMENTS, SUCH AS PLANS TO
SIGN ADDITIONAL AGREEMENTS WITH PRIVATE NETWORK OPERATOR'S; OFFER SERVICES TO
TELECOM SERVICE PROVIDERS; BUILDING A DIGITAL NETWORK; AND STATEMENTS REGARDING
THE DEVELOPMENT OF PATHNET'S BUSINESS, AND OTHER STATEMENTS CONTAINED HEREIN
REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS, ARE ONLY PREDICTIONS. NO
ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS WILL BE ACHIEVED; ACTUAL EVENTS
MAY DIFFER MATERIALLY AS A RESULT OF RISKS FACING PATHNET.


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