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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) January 21, 1998
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PSINet Inc.
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(Exact name of registrant as specified in its charter)
New York 0-25812 16-1353600
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
510 Huntmar Park Drive, Herndon, Virginia 20170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703)904-4100
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On January 22, 1998, PSINet Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and which is incorporated herein by
reference in its entirety.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Press Release of PSINet Inc. dated January 22, 1998.
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SIGNATURES
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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: January 22, 1998 PSINET INC.
By: /s/ David N. Kunkel
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David N. Kunkel
Senior Vice President,
Secretary and General
Counsel
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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99.1 Press Release of PSINet Inc. Page 5
dated January 22, 1998
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EXHIBIT 99.1
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PSINET TO PROCEED WITH SPECIAL MEETING OF SHAREHOLDERS
HERNDON, VA, January 22, 1998--PSINet Inc. (Nasdaq NMS: PSIX), the first
commercial Internet service provider, announced today that its Board of
Directors met last evening and determined that the "proposed opportunity", as
characterized by a company named USinternetworking, Inc., in a letter submitted
yesterday was not of interest to PSINet. In that letter, USinternetworking
indicated that it is prepared under certain circumstances to make a cash tender
offer of $10 per share to acquire a minimum of 51% of PSINet's outstanding
shares. Among the conditions stated in the letter were the postponement of
PSINet's Special Meeting of Shareholders scheduled for tomorrow, January 23,
1998 (the "Special Meeting"), for at least 120 days, "satisfactory completion of
timely and reasonable due diligence" of PSINet and "obtainment and completion by
USi of the required financing" for the transaction. PSINet stated that the
"proposed opportunity" was inconsistent with PSINet's business plan, that
PSINet's transaction with IXC Internet Services, Inc. to be considered at the
Special Meeting is an integral part of its business plan, and that PSINet
remains enthusiastic about that plan. In addition, the "proposed opportunity"
would have required PSINet to breach its agreement with IXC, an action the Board
determined was not in the best interests of PSINet and its shareholders.
Headquartered in Herndon, Va., PSINet has offices throughout the U.S. and
subsidiaries in Canada, Japan and Europe, including Belgium, France, Germany,
the Netherlands, Switzerland, and the U.K. For more information contact PSINet
by phone at 703-904-4100, by e-mail at [email protected] or by accessing the
corporate Web site at http://www.psi.net.
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