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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): June 15, 2000
XPEDIOR INCORPORATED
(Exact name of Registrant as specified in charter)
DELAWARE 0-28491 76-0556713
(State or other jurisdiction (Commission File (I.R.S. employer
of incorporation) Number) identification No.)
One North Franklin, Suite 1500, Chicago, IL 60606
(Address of Principal Executive Offices) (Zip Code)
(800) 462-6301
Registrant's Telephone number including area code
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 15, 2000, PSINet Inc., a New York corporation ("PSINet"),
acquired Metamor Worldwide, Inc., a Delaware corporation ("Metamor"). In the
acquisition, which was affected through the merger of a wholly-owned subsidiary
of PSINet with and into Metamor (the "Merger"), shareholders of Metamor received
0.9 shares of PSINet common stock in exchange for each share of common stock of
Metamor. Both before and after giving effect to the Merger, Metamor was the
record and beneficial owner of 40,005,048, or 80%, of outstanding shares of
common stock of Xpedior Incorporated, a Delaware corporation ("Xpedior"). As a
result of the Merger, PSINet also became the beneficial owner of such shares of
common stock of Xpedior.
ITEM 5. OTHER EVENTS.
On June 15, 2000, Xpedior issued a Convertible Note to PSINet (the
"Convertible Note") for $50,000,000 pursuant to a Purchase Agreement dated as of
June 15, 2000 (the "Purchase Agreement") between PSINet and Xpedior. The
Convertible Note shall automatically convert, in accordance with its terms and
the Purchase Agreement, into 1,000,000 shares (the "Preferred Shares") of
Xpedior's Series A 8 1/2% Cumulative Convertible Preferred Stock, $0.01 par
value per share, on the twentieth day following the delivery by Xpedior to its
common stockholders of the Information Statement relating to the approval by
Metamor of the issuance of the Preferred Shares contemplated by the Purchase
Agreement. A copy of the Purchase Agreement and the form of the Certificate of
Designations of the Series A Preferred Stock is filed herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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<CAPTION>
Exhibit Number Title
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<S> <C>
4.1 Form of Certificate of the Designations,
Preferences and Relative, Participating,
Optional and other Special Rights and
Qualifications, Limitations and
Restrictions of the Series A 8 1/2%
Cumulative Convertible Preferred Stock
of Xpedior Incorporated.
10.1 Purchase Agreement dated as of June 15,
2000 between PSINet Inc. and Xpedior
Incorporated.
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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.
XPEDIOR INCORPORATED
/s/ Caesar J. Belbel
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Caesar J. Belbel
Senior Vice President, General Counsel
and Secretary
Date: June 28, 2000
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Form of Certificate of the Designations,
Preferences and Relative, Participating,
Optional and other Special Rights and
Qualifications, Limitations and
Restrictions of the Series A 8 1/2%
Cumulative Convertible Preferred Stock
of Xpedior Incorporated.
10.1 Purchase Agreement dated as of June 15,
2000 between PSINet Inc. and Xpedior
Incorporated.
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