PSINET INC
8-K, 1998-04-08
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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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) April 8, 1998


                                   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)
- --------------------------------------------------------------------------------


                                  Page 1 of 5
<PAGE>


Item 5.       Other Events

         On April 8, 1998,  PSINet Inc. issued a press release,  a copy of which
is 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        Press release dated April 8, 1998


                                  Page 2 of 5
<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.



Dated:        April 8, 1998                      PSINET INC.


                                                 By:   /s/ Kathleen B. Horne
                                                     Kathleen B. Horne
                                                     Vice President



                                  Page 3 of 5
<PAGE>




                                  EXHIBIT INDEX




      Exhibit
       Number         Exhibit Name                                    Location
       ------         ------------                                    --------
        99.1          Press release dated April 8, 1998                  5






                                  Page 4 of 5








                                                                    Exhibit 99.1

PSINet                                                              NEWS RELEASE


     A.       NEWS FOR IMMEDIATE RELEASE


Contact:
Kelli Harrington Nemer                 Michael P. Binko, APR
PSINet Investor Relations              PSINet Public Relations
703-904-4100, ext. 1245                703-904-4282
[email protected]                    [email protected]




II.  PSINET ANNOUNCES $600,000,000 RULE 144A OFFERING


Herndon,  VA, April 8, 1998, (NASDAQ:  PSIX) -- PSINet Inc. today announced
that it has made an offering of $600 million  aggregate  principal amount of 10%
Senior Notes due 2005 in accordance with Securities and Exchange Commission Rule
144A. The net proceeds of the offering are expected to be used to repay certain
indebtedness and for general working capital purposes. In addition, a portion of
the net proceeds is expected to be used to make  investments in or  acquisitions
of business or assets related or  complementary to the Company's  business.  The
debt securities  have not been  registered  under the Securities Act of 1933 and
may not be offered or sold in the United States absent  registration  under such
Act or an applicable exemption from registration requirements.



                                      # # #



                                   PSINet Inc.
                 510 Huntmar Park Drive, Herndon, VA 20170-5100
            tel. 703 904-4100 o fax 703 904-4200 o http://www.psi.net


                                  Page 5 of 5





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