PATHNET INC
8-K, 1999-02-12
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) ofthe
                         Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): February 12, 1999

                                 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

MANAGEMENT AND PERSONNEL CHANGES.

On February 12, 1999, the Company announced that David Schaeffer would no longer
serve as Chairman of the Board or  Treasurer  of the  Company.  The Company also
announced that William R. Smedberg,  currently the Vice  President,  Finance and
Corporate Development, will replace Mr. Schaeffer as Treasurer.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c) Exhibits:

               99.1         Press Release - Pathnet Announces Management Change.
















                                        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.


Dated: February 12, 1999               By:/s/ William R. Smedberg, V
                                       -----------------------------
                                       Name: William R. Smedberg, V
                                       Title: Vice President,
                                               Finance and Corporate Development








<PAGE>



                                  EXHIBIT INDEX

                                  PATHNET, INC.

                           Current Report on Form 8-K


   Exhibit No.          Description
   -----------          -----------

   Exhibit 99.1         Press Release - Pathnet Announces Management Change.




                                                                    Exhibit 99.1
                                                                    ------------
FOR IMMEDIATE RELEASE

CONTACT:

Kye Presley-Dowd
Media Relations
Pathnet
(202) 295-3286
[email protected] 

Becky Haight
Investor Relations
Pathnet
(877) 227-5600
[email protected]


                       PATHNET ANNOUNCES MANAGEMENT CHANGE

WASHINGTON, D.C., February 12, 1999 - Pathnet, Inc., a privately held "carrier's
carrier" of digital telecommunications  capacity to under-served and second- and
third-tier  U.S.  markets,  announced  today that the  company's  founder  David
Schaeffer  will no longer  serve as  Chairman of the Board or  Treasurer  of the
company. Although he will have no continuing operating role in the business, Mr.
Schaeffer will continue to serve as a member of the Board of Directors.

Pathnet president and chief executive officer, Richard A. Jalkut, announced that
William  R.  Smedberg,  currently  the Vice  President,  Finance  and  Corporate
Development, will replace Mr. Schaeffer as Treasurer.

Pathnet  is a leading  "carrier's  carrier"  providing  high-quality,  low-cost,
digital  fiber and  wireless  telecommunications  capacity to  under-served  and
second- and third-tier U.S. markets.  The company's  strategy is to partner with
owners of telecommunications  assets,  including utility,  pipeline and railroad
companies,   to   upgrade   and   aggregate   existing   infrastructure   to   a
state-of-the-art  SONET  network.  Pathnet  currently  has 2,000  route miles of
completed network, an additional 5,000 route miles under construction and 10,000
route miles of network under contract.  Due to demand and  opportunity,  Pathnet
has recently  expanded the scope of its  existing  business  strategy to include
fiber.  Pathnet offers  telecommunications  service to inter-exchange  carriers,
local exchange  carriers,  Internet service  providers,  Regional Bell Operating
Companies, cellular operators and resellers.

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  operators;  offer services to
telecom service  providers;  enter into  partnering,  co-development  and anchor
tenant  arrangements;  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.  For a discussion of
factors that could affect the forward-looking  statements,  see Pathnet's public
filings on file with the Securities and Exchange Commission.




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