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) JULY 31, 1997
PSINET INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-25812 16-1353600
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
510 HUNTMAR PARK DRIVE, HERNDON, VIRGINIA 20170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703)904-4100
______________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
As of July 31, 1997, PSINet Inc., a New York corporation (the
"Company"), pursuant to an IRU and Stock Purchase Agreement dated as of
July 22, 1997 between the Company and IXC Internet Services, Inc. ("IXC
Services"), an indirect subsidiary of IXC Communications, Inc. ("IXC"),
further amended its Shareholder Rights Agreement dated as of May 8, 1996
(the "Rights Agreement"), to provide, among other things, that (i) no
person will be deemed to be an "Affiliate" or "Associate" (as such terms
are defined in the Rights Agreement) of IXC, IXC Services or any of their
controlled affiliates (collectively, the "IXC Parties") (except for other
IXC Parties) and (ii) none of the IXC Parties will be deemed to be an
"Affiliate" or "Associate" of any other person for purposes of the Rights
Agreement, unless, in any such case, such person or any IXC Party is a
member of a "group" within the meaning of Rule 13d-5 under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), for or in furtherance of
the purpose of (x) acquiring, holding, voting or disposing of securities of
the Company, (y) seeking to control the management, Board of Directors or
policies of the Company, or (z) effecting or seeking to effect any action,
transaction, change or matter referred to in any one or more of clauses
(a) through (j) of Item 4 of Securities and Exchange Commission Schedule
13D under the 1934 Act, or otherwise is or shall be deemed to be acting in
concert with any IXC Party or such person, as applicable, for or in
furtherance of any such purpose.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibit
-----------------------------------------------------
(c) Exhibits.
4.1.2 Amendment No. 2, dated as of July 31, 1997, to Rights
Agreement, dated as of May 8, 1996, between PSINet Inc.
and First Chicago Trust Company of New York, as Rights
Agent.
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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 thereunto duly authorized.
Dated: August 20, 1997 PSINET INC.
By: /S/ DAVID N. KUNKEL
David N. Kunkel
Senior Vice President,
Secretary and General
Counsel
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
- ---------- ----------- ------------
4.1.2 Amendment No. 2, dated as of Incorporated by
July 31, 1997, to Rights reference from
Agreement, dated as of May 8, Exhibit 3 to
1996, between PSINet Inc. and PSINet's
First Chicago Trust Company of Registration
New York, as Rights Agent. Statement on Form 8-
A/A dated August 20,
1997
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