SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PSINET INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-1353600
(State of incorporation (I.R.S. employer
or organization) identification no.)
510 Huntmar Park Drive
HERNDON, VIRGINIA 20170
(Address of principal (zip code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Preferred Stock Purchase Rights
(Title of Class)
Exhibit Index Appears on Sequentially Numbered Page 10
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The response to Item 1 of PSINet Inc.'s Registration Statement on Form
8-A, dated June 3, 1996, is hereby amended and restated to read as follows:
On May 8, 1996, the Board of Directors of PSINet Inc. (the "Company")
declared a dividend of one preferred share purchase right (a "Right") for
each outstanding share of common stock, par value $.01 per share, of the
Company (the "Common Stock"). The dividend was paid on June 5, 1996 (the
"Record Date"), or as soon as reasonably practicable thereafter, to the
shareholders of record on June 5, 1996. Each Right entitles the
registered holder to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Class A Preferred Stock, par value
$.01 per share (the "Preferred Stock"), of the Company at a price of $75.00
per one one-thousandth of a share of Preferred Stock (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights
are set forth in the Rights Agreement (the "Rights Agreement"), dated as of
May 8, 1996, between the Company and First Chicago Trust Company of New
York, as the Rights Agent (the "Rights Agent"), and in Amendment No. 1 to
Rights Agreement, dated as of July 21, 1997, between the Company and the
Rights Agent ("Amendment No. 1"), as they both may be amended from time to
time.
Until the earlier to occur of (i) 10 days following the first date of
a public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") have acquired beneficial ownership of 20%
or more of the outstanding shares of Common Stock (except pursuant to a
Permitted Offer, as hereinafter defined) or such earlier date as a majority
of the Board of Directors shall have become aware of the existence of an
Acquiring Person, or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate together with a copy of this Summary of Rights.
An Acquiring Person does not include (i) a person who acquires shares
of Common Stock pursuant to a tender offer or exchange offer which is for
all outstanding shares of Common Stock at a price and on terms which the
Board of Directors determines to be adequate and otherwise in the best
interests of the Company and its shareholders (other than the person on
whose basis the offer is being made and its affiliates and associates)
taking into account all factors that such directors may deem relevant (a
"Permitted Offer"), or (ii) a person who acquires 20% or more of the
outstanding shares of Common Stock directly from
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the Company, a Grandfathered Person (as hereinafter defined) and certain
other persons or entities affiliated with the Company.
A "Grandfathered Person" means any one or more of the following
persons, either in his or its individual capacity or collectively with
other of the following persons: (i) William L. Schrader, Chairman of the
Board of Directors and Chief Executive Officer of the Company, who at May
8, 1996 owned approximately 14% of the outstanding shares of Common Stock,
any descendant of William L. Schrader, or any spouse, widow or widower of
William L. Schrader, or any such descendant (William L. Schrader, and any
such descendants, spouses, widows and widowers collectively defined as the
"Schrader Family Members"); (ii) any trust (including any voting trust)
which is in existence on the date of the Rights Agreement and which has
been established by one or more Schrader Family Members, any estate of, or
the executor or administrator of any estate of, or any guardian or
custodian for, a Schrader Family Member who died on or before the date of
the Rights Agreement (such trusts, estates, executors, administrators or
guardians or custodians collectively defined as the "Schrader Family
Entities"); (iii) any estate of, or the executor or administrator of any
estate of, or any guardian or custodian for, a Schrader Family Member, or
any trust established after the date of the Rights Agreement by one or more
Schrader Family Members or Schrader Family Entities, provided that one or
more Schrader Family Members or Schrader Family Entities, collectively, are
the beneficiaries of at least 50% of the actuarially-determined beneficial
interests in such estate or trust; (iv) any charitable organization which
qualifies as an exempt organization under Section 501(c) of the Internal
Revenue Code of 1986, as amended ("Charitable Organization"), which is
established by one or more Schrader Family Members or Schrader Family
Entities (a "Schrader Family Charitable Organization"); (v) any corporation
of which a majority of the voting power and a majority of the equity
interest is held, directly or indirectly, by or for the benefit of one or
more Schrader Family Members, Schrader Family Entities, estates, executors,
administrators, guardians or custodians or trusts described in clause (iii)
above or Schrader Family Charitable Organizations; and (vi) any general
partnership, limited partnership, organization or other entity or
arrangement of which a majority of the voting interest and a majority of
the economic interest is held, directly or indirectly, by or for the
benefit of one or more Grandfathered Persons; PROVIDED, HOWEVER, that
William L. Schrader and each of the other Persons contemplated by this
paragraph shall not be a Grandfathered Person if William L. Schrader or any
of such Persons makes an acquisition of shares of Common Stock that would
increase the aggregate beneficial ownership of all Grandfathered Persons to
50% or more of the outstanding shares of Common Stock. Notwithstanding the
foregoing, William L. Schrader and each of the other Persons contemplated
by this paragraph shall not cease to be a Grandfathered Person either (x)
as a result of the acquisition of shares of Common Stock by the Company
which, by reducing the number of shares of Common Stock outstanding,
increases the proportional number of shares beneficially owned by William
L. Schrader or such other Persons, together with all Affiliates and
Associates thereof, unless (i) William L. Schrader and each of such other
Persons would cease to be a Grandfathered Person (but for the operation of
this subclause (x)) as a result of
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the acquisition of shares of Common Stock by the Company and (ii) after such
share acquisition by the Company, William L. Schrader or any such other
Person, or an Affiliate or Associate thereof, becomes the beneficial owner
of any additional shares of Common Stock or (y) if within ten (10) Business
Days after William L. Schrader and such other Persons would otherwise have
ceased to be Grandfathered Persons (but for the operation of this subclause
(y)) William L. Schrader or any such other Person notifies the Board of
Directors that the Grandfathered Persons, together with all Affiliates and
Associates thereof, are the beneficial owners in the aggregate of less than
50% of the outstanding shares of Common Stock.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date (including, without limitation,
upon transfer or new issuances of Common Stock) will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates for shares of Common Stock outstanding as of
the Record Date, even without such notation or a copy of this Summary of
Rights, will also constitute (except as otherwise provided in the Rights
Agreement) the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 5, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred
Stock, Common Stock or other securities or property issuable upon exercise
of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Stock, (ii) upon the
grant to holders of the Preferred Stock of certain rights or warrants to
subscribe for or purchase Preferred Stock at a price, or securities
convertible into Preferred Stock with a conversion price, less than the
then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular periodic cash dividends or dividends payable
in Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
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The number of outstanding Rights and the number of one one-thousandths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled, when,
as and if declared, to an aggregate dividend of 1,000 times the dividend
declared per share of Common Stock. No dividend may be declared on the
Common Stock without the concurrent declaration of a dividend on the
Preferred Stock. In the event of liquidation, the holders of the
Preferred Stock will be entitled to a minimum preferential liquidation
payment of $1,000 per share (plus any accrued but unpaid dividends) but
will be entitled to an aggregate payment of 1,000 times the payment made
per share of Common Stock; thereafter, the holders of the Preferred Stock
and the holders of the Common Stock will share PARI PASSU per share in the
remaining assets of the Company. Each share of Preferred Stock will have
1,000 votes, voting together with the Common Stock. Finally, in the event
of any merger, consolidation or other transaction in which shares of Common
Stock are converted or exchanged, each share of Preferred Stock will be
entitled to receive 1,000 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a share
of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person (except pursuant to a Permitted Offer),
each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereupon become void), will thereafter have
the right (the "Flip-In Right") to receive, upon exercise of a Right at the
then current exercise price of the Right, that number of one
one-thousandths of a share of Preferred Stock or, in the discretion of the
Board of Directors, that number of shares of Common Stock (or, in certain
circumstances, other securities of the Company), having a market value of
two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring
Person, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated assets or
earning power are sold or transferred, in either case with or to any
person, proper provision will be made so that each holder of a Right (other
than Rights beneficially owned by an Acquiring Person which will have
become void) will thereafter have the right (the "Flip-Over Right") to
receive, upon the exercise thereof at the then current exercise price of
the Right, that number of shares of common stock of the person with which
the Company has engaged in the foregoing transaction (or its parent), which
number of shares
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at the time of such transaction will have a market value
of two times the exercise price of the Right. The holder of a Right will
continue to have the Flip-Over Right whether or not such holder exercises
or surrenders the Flip-In Right. The Flip-Over Right provisions do not
apply to a merger or other business combination with a person who has
acquired shares of Common Stock pursuant to a Permitted Offer in which the
price per share is at least as great as the price (and is the same form of
consideration) paid in the Permitted Offer.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, or one one-thousandth of a share of Preferred
Stock (or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. At the discretion of the Company, fractional
shares of Preferred Stock may not be issued (other than fractions which are
integral multiples of one one-thousandth of a share of Preferred Stock,
which may, at the election of the Company, be evidenced by depositary
receipts) and, if the Company elects not to issue fractional shares, an
adjustment in cash will be made in lieu thereof based on the market price
of the Preferred Stock on the last trading day prior to the date of
exercise.
At any time prior to the earlier to occur of (i) a person becoming an
Acquiring Person or (ii) the expiration of the Rights, and under certain
other circumstances, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price") which
redemption shall be effective upon the action of the Board of Directors.
The Company may, at its option, pay the Redemption Price in shares of
Common Stock. Additionally, after the date that a person becomes an
Acquiring Person, the Company may redeem the then outstanding Rights in
whole, but not in part, at the Redemption Price, provided that such
redemption is in connection with a merger or other business combination
transaction or series of transactions involving the Company in which all
holders of shares of Common Stock are treated alike and not involving an
Interested Shareholder (as hereinafter defined) or if and for so long as
the Acquiring Person's share in the Company is not 20% or more and at the
time of the redemption there are no other Acquiring Persons. Interested
Shareholder means any Acquiring Person (including affiliates and associates
thereof) or any person in which any such Acquiring Person, affiliate or
associate has an interest, or any other person acting on behalf of or in
concert with any Acquiring Person, affiliate or associate.
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For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner.
After the Rights are no longer redeemable, the Company may, except with
respect to the redemption price, amend the Rights in any manner that does
not adversely affect the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders of the Company, shareholders
may, depending upon the circumstances, recognize taxable income should the
Rights become exercisable or upon the occurrence of certain events
thereafter.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on (i) the Rights being redeemed,
(ii) a substantial number of Rights being acquired or (iii) the offer being
deemed a "Permitted Offer" under the Rights Agreement. However, the Rights
should not interfere with any merger or other business combination in
connection with a Permitted Offer or that is approved by the Company
because the Rights are redeemable under certain circumstances.
On July 22, 1997, the Company entered into an IRU and Stock Purchase
Agreement (the "IRU Agreement") with IXC Internet Services, Inc. ("IXC
Services"), an indirect subsidiary of IXC Communications, Inc. ("IXC"), to
acquire noncancellable, indefeasible rights to use up to 10,000 equivalent
route miles of OC-48 bandwidth in exchange for shares of the Company's
Common Stock equal to 19.99999% of the issued and outstanding Common Stock
of the Company as of the closing of the transactions contemplated by the
IRU Agreement (the "Closing"), after giving effect to the shares to be
issued to IXC Services and to shares issuable upon exercise of outstanding
warrants and as adjusted for post-issuance stock splits, stock dividends,
recapitalizations or similar events. In addition, the Company has agreed
to issue to IXC Services certain additional shares of its Common Stock
under certain circumstances. In connection with the IRU Agreement, on July
21, 1997, the Company executed Amendment No. 1 to the Rights Agreement.
Amendment No. 1 provides that IXC and/or any of its affiliates and/or
associates will not be deemed to be the "Beneficial Owner" of, to have
"Beneficial Ownership" of or to "beneficially own" (as such terms are
defined in the Rights Agreement) for purposes of Section 1(c) of the Rights
Agreement any shares of Common Stock that may be acquired by IXC or any of
its affiliates or associates pursuant to the IRU Agreement until such time,
if any, as such shares of Common Stock are actually issued to IXC and/or
any of its affiliates and associates pursuant to the IRU Agreement.
The Company has also agreed with IXC Services pursuant to the IRU
Agreement to further amend the Rights Plan to provide, among other things,
for certain modifications to the definitions of "Affiliate," "Associate,"
"Beneficial Owner" and "beneficially own" contained in the Rights
Agreement.
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A copy of the Rights Agreement, dated as of May 8, 1996, between the
Company and First Chicago Trust Company of New York, as Rights Agent,
listed as Exhibit 1 hereto and specifying the terms of the Rights, and the
exhibits thereto, as follows: Exhibit A -- Certificate of Amendment;
Exhibit B -- Form of Rights Certificate; and Exhibit C -- Summary of Rights
to Purchase Shares of Preferred Stock, has been filed as an Exhibit to the
Company's Registration Statement on Form 8-A filed on June 3, 1996 and is
incorporated herein by reference. Attached hereto as Exhibit 2 and
incorporated herein by reference is a copy of the Amendment No. 1 to Rights
Agreement, dated as of July 21, 1997, between the Company and First Chicago
Trust Company of New York. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, Amendment No. 1 and the exhibits thereto.
ITEM 2. EXHIBITS.
1. Form of Rights Agreement, dated as of May 8, 1996, between PSINet Inc.
and First Chicago Trust Company of New York, as Rights Agent, which
includes as Exhibit A -- Certificate of Amendment; Exhibit B -- Form
of Rights Certificate; and Exhibit C -- Summary of Rights to Purchase
Shares of Preferred Stock (Filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on June 3, 1996).
2. Amendment No. 1 to Rights Agreement, dated as of July 21, 1997,
between PSINet Inc. and First Chicago Trust Company of New York (Filed
herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to its
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: July 31, 1997
PSINET INC.
By: /S/ DAVID N. KUNKEL
David N. Kunkel
Senior Vice President,
General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
- --------- ------- -------------
1. Form of Rights Agreement, dated as Filed as Exhibit
of May 8, 1996, between PSINet Inc. 1 to the
and First Chicago Trust Company of Company's
New York, as Rights Agent, which Registration
includes as Exhibit A -- Statement on
Certificate of Amendment; Exhibit B Form 8-A filed
-- Form of Rights Certificate; and on June 3, 1996
Exhibit C -- Summary of Rights to
Purchase Shares of Preferred Stock.
2. Amendment No. 1 to Rights Filed herewith
Agreement, dated as of July 21,
1997, between PSINet Inc. and First
Chicago Trust Company of New York.
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EXHIBIT 2
---------
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
This Amendment No. 1 to Rights Agreement (the "Amendment
Agreement") is entered into as of July 21, 1997 between PSINET INC., a New
York corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW
YORK, a New York corporation (the "Rights Agent").
PREAMBLE
--------
The Company and the Rights Agent are parties to that certain
Rights Agreement dated as of May 8, 1996 (the "Rights Agreement") pursuant
to which the Company authorized and declared a dividend of one preferred
share purchase right for each outstanding share of the Company's Common
Stock entitling the holders thereof to purchase from the Company one one-
thousandth of a share of Series A Junior Participating Preferred Stock of
the Company in connection with certain corporate transactions.
The Board of Directors of the Company has deemed it advisable to
amend certain provisions of the Rights Agreement pursuant to Section 27 of
the Rights Agreement.
Capitalized terms used in this Amendment Agreement but not
otherwise defined herein shall have the respective meanings ascribed to
them in the Rights Agreement.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties, intending to be legally bound,
hereby agree as follows:
1. Section 1(c) of the Rights Agreement is hereby amended by
inserting at the end thereof a new final paragraph as follows:
; PROVIDED, FURTHER, HOWEVER, that notwithstanding the foregoing
provisions of this Section 1(c), IXC Communications, Inc., a
Delaware corporation ("IXC"), and/or any of its Affiliates and/or
Associates shall not be deemed to be the "Beneficial Owner" of,
to have "Beneficial Ownership" of or to "beneficially own" for
purposes of this Section 1(c) any shares of Common Stock that may
be acquired by IXC or any of its Affiliates or Associates
pursuant to that certain IRU and Stock Purchase Agreement dated
as of July 22, 1997 between the Company and IXC Internet
Services, Inc., as the same may be amended, modified or
supplemented (the "IRU Agreement") until such time, if any, as
such shares of Common Stock are actually issued to IXC and/or any
of its Affiliates and Associates pursuant to the IRU Agreement.
<PAGE>
2. Section 1 of the Rights Agreement is hereby amended as
follows:
(i) by adding the following as a new Section 1(t) of the Rights
Agreement:
(t) "IRU AGREEMENT" shall have the meaning set forth in
Section 1(c) hereof;
(ii) by adding the following as a new Section 1(u) of the Rights
Agreement:
(u) "IXC" shall have the meaning set forth in Section 1(c)
hereof; and
(iii) by redesignating Sections 1(t) through 1(aq) of the Rights
Agreement as Sections 1(v) through 1(at) thereof, respectively.
3. Except as herein specifically amended, the terms of the
Rights Agreement shall remain unmodified, and the Rights Agreement, as
amended by this Amendment Agreement, shall remain in full force and effect.
4. This Amendment Agreement shall be deemed effective of the
date hereof; provided, however, that if the IRU Agreement (as defined in
Section 1 hereof) is terminated or abandoned, this Amendment Agreement
shall be of no further force or effect.
5. This Amendment Agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes will be
governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such
State.
6. This Amendment Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but
one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed and attested, all as of the day and year
first above written.
PSINET INC.
By: /S/WILLIAM L. SCHRADER
Name: William L. Schrader
Title: Chairman, President and
Chief Executive Officer
Attest:
By: /S/DAVID N. KUNKEL
Name: David N. Kunkel
Title: Senior Vice President,
Secretary and General
Counsel
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /S/JAMES R. KUZMICH
Name: James R. Kuzmich
Title: Assistant Vice President
Attest:
By: /S/GERARD J. O'LEARY
Name: Gerard J. O'Leary
Title: Vice President
