SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PSINet Inc.
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(Exact Name of Registrant as Specified in Its Charter)
New York 16-1353600
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
510 Huntmar Park Drive, Herndon, Virginia 20170
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the Exchange
Exchange Act and is effective Act and is effective pursuant
pursuant to General Instruction to General Instruction A.(d),
A.(c), please check the please check the following
following box. |_| box. |X|
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Securities Act registration statement file number to which this
form relates: 333-75579
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(if applicable)
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
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Securities to be registered pursuant to Section 12(g) of the Act:
6 3/4% Series C Cumulative Convertible Preferred Stock
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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See "Description of the Convertible Preferred Stock" in the Prospectus
Supplement dated April 28, 1999 relating to the offering of PSINet Inc.'s 6 3/4%
Series C Cumulative Convertible Preferred Stock, which was filed on April 30,
1999 pursuant to Rule 424(b)(1) under the Securities Act of 1933, to the
Prospectus dated April 12, 1999 contained in PSINet's Registration Statement on
Form S-3, as amended (File No. 333-75579), declared effective on April 12, 1999,
which description is incorporated herein by reference.
Item 2. Exhibits
--------
The following exhibits are incorporated herein by reference to
previous filings made by PSINet with the Securities and Exchange Commission.
Exhibit
Number Exhibit Name
- ------ ------------
3.1 Certificate of Incorporation, as amended
3.2 Certificate of Amendment of Certificate of Incorporation
dated April 25, 1995
3.3 Certificate of Amendment of Certificate of Incorporation
dated May 5, 1995
3.4 Certificate of Amendment of Certificate of Incorporation
dated November 11, 1995
3.5 Certificate of Amendment of Certificate of Incorporation
dated May 18, 1996
3.6 Certificate of Amendment of Certificate of Incorporation
dated as of November 6, 1997
3.7 Certificate of Amendment of Certificate of Incorporation
dated February 5, 1998
3.8 Certificate of Amendment of Certificate of Incorporation dated
April 30, 1999 designating the 6 3/4% Series C Cumulative
Convertible Preferred Stock
3.9 Amended and Restated By-laws of PSINet
4.1 Form of 6 3/4% Series C Cumulative Convertible Preferred
Stock Certificate
4.2 Deposit Agreement dated as of May 4, 1999 between PSINet and
Wilmington Trust Company, as deposit agent
Page 2 of 8
<PAGE>
4.3 Form of 10% Senior Notes due 2005, Series B
4.4 Indenture dated as of April 13, 1998 between PSINet and
Wilmington Trust Company, as Trustee
4.5 Form of 11 1/2% Senior Notes due 2008, Series B
4.6 Indenture dated as of November 3, 1998 between PSINet and
Wilmington Trust Company, as Trustee
4.7 First Supplemental Indenture dated as of November 12,
1998 between PSINet and Wilmington Trust Company, as
Trustee
4.8 Form of Common Stock Certificate
4.9 Form of Common Stock Certificate (name change)
4.10 Articles Fourth, Fifth, Sixth, Ninth and Tenth of the
Certificate of Incorporation of PSINet, as amended
4.11 Article I of the Amended and Restated By-laws of PSINet,
as amended
4.12 Form of Rights Agreement, dated as of May 8, 1996, between
PSINet 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
4.13 Amendment No. 1, dated as of July 21, 1997, to Rights
Agreement, dated as of May 8, 1996, between PSINet and
First Chicago Trust Company of New York, as Rights Agent.
4.14 Amendment No. 2, dated as of July 31, 1997, to Rights
Agreement, dated as of May 8, 1996, between PSINet and
First Chicago Trust Company of New York, as Rights Agent.
Page 3 of 8
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this post-effective amendment no. 1 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: May 7, 1999 PSINET INC.
By:/s/ David N. Kunkel
----------------------------
David N. Kunkel
Executive Vice President and
General Counsel
Page 4 of 8
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Exhibit Name Location
- ------ ------------ --------
3.1 Certificate of Incorporation, as amended Incorporated by reference
from Exhibit 3.1 to PSINet's
Registration Statement on
Form S-1 declared effective
on May 1, 1995 located under
Securities and Exchange
Commission File No. 33-90154
("May 1995 Registration
Statement")
3.2 Certificate of Amendment of Certificate of Incorporated by reference
Incorporation dated April 25, 1995 from Exhibit 3.1 to PSINet's
Quarterly Report on Form
10-Q for the quarter ended
June 30, 1995 located under
Securities and Exchange
Commission File No. 0-25812
("June 1995 10-Q")
3.3 Certificate of Amendment of Certificate of Incorporated by reference
Incorporation dated May 5, 1995 from Exhibit 3.2 to the June
1995 10-Q
3.4 Certificate of Amendment of Certificate of Incorporated by reference
Incorporation dated November 11, 1995 from Exhibit 3.1 to PSINet's
Quarterly Report on Form
10-Q for the quarter ended
September 30, 1995 located
under Securities and
Exchange Commission File
No. 0-25812 ("September
1995 10-Q")
3.5 Certificate of Amendment of Certificate of Incorporated by reference
Incorporation dated May 18, 1996 from Exhibit 3 to PSINet's
Quarterly Report on Form
10-Q for the quarter
ended June 30, 1996
located under Securities
and Exchange Commission
File No. 0-25812 ("June
1996 10-Q")
3.6 Certificate of Amendment of Certificate Incorporated by reference
of Incorporation dated as of November 6, from Exhibit 3.1 to the
1997 September 1997 10-Q
Page 5 of 8
<PAGE>
3.7 Certificate of Amendment of Certificate of Incorporated by reference
Incorporation dated February 5, 1998 from Exhibit 3.7 to PSINet's
Annual Report on Form
10-K for the fiscal year
ended December 31, 1997
located under Securities
and Exchange Commission
File No. 0-25812 ("1997
Form 10-K")
3.8 Certificate of Amendment of Certificate Incorporated by reference
of Incorporation dated April 30, 1999 from Exhibit 3.1 to PSINet's
designating the 6 3/4% Series C PSINet's Current Report on
Cummulative Convertible Preferred Stock on Form 8-K dated May 7,
1999 located under
Securities and Exchange
Commission File No. 0-25812
("May 7, 1999 8-K").
3.9 Amended and Restated By-laws of PSINet Incorporated by reference
from Exhibit 3.9 to PSINet's
Annual Report on Form 10-K
for the fiscal year ended
December 31, 1998 located
under Securities and
Exchange Commission File
No. 0-25812
4.1 Form of 6 3/4% Series C Cumulative Incorporated by reference
Convertible Preferred Stock Certificate from Exhibit 4.1 to the May
7, 1999 8-K
4.2 Deposit Agreement dated as of May 4, 1999 Incorporated by reference
between PSINet and Wilmington Trust from Exhibit 4.2 to the May
Company, as deposit agent 7, 1999 8-K
4.3 Form of 10% Senior Notes due 2005, Series B Incorporated by reference
from Exhibit 4.1 to PSINet's
Current Report on Form 8-K
dated April 22, 1998 located
under Securities and
Exchange Commission File No.
0-25812 ("April 22, 1998
8-K")
4.4 Indenture dated as of April 13, 1998 Incorporated by reference
between PSINet and Wilmington Trust from Exhibit 4.2 to the
Company, as Trustee April 22, 1998 8-K
Page 6 of 8
<PAGE>
4.5 Form of 11 1/2% Senior Notes due 2008, Incorporated by reference
Series B from Exhibit 4.7 to PSINet's
Registration Statement on
Form S-4 declared effective
on February 16, 1999 located
under Securities and
Exchange Commission File
No. 333-68385
4.6 Indenture dated as of November 3, 1998 Incorporated by reference
between PSINet and Wilmington Trust from Exhibit 4.1 to PSINet's
Company, as Trustee Current Report on Form 8-K
dated November 3, 1998
located under Securities and
Exchange Commission File
No. 0-25812
4.7 First Supplemental Indenture dated as of Incorporated by reference
November 12, 1998 between PSINet and from Exhibit 4.1 to PSINet's
Wilmington Trust Company, as Trustee Quarterly Report on Form
10-Q for the quarter ended
September 30, 1998 located
under Securities and
Exchange Commission File No.
0-25812
4.8 Form of Common Stock Certificate Incorporated by reference
from Exhibit 4.5 to the May
1995 Registration Statement
4.9 Form of Common Stock Certificate (name Incorporated by reference
change) from Exhibit 4.1A to
PSINet's Registration
Statement on Form S-1
declared effective on
December 14, 1995 located
under Securities and
Exchange Commission File
No. 33-99610 ("December 1995
Registration "Statement")
4.10 Articles Fourth, Fifth, Sixth, Ninth and See Exhibits 3.2, 3.3, 3.4,
Tenth of the Certificate of Incorporation 3.5, 3.6 and 3.7
of PSINet, as amended
4.11 Article I of the Amended and Restated See Exhibit 3.9
By-laws of PSINet, as amended
Page 7 of 8
<PAGE>
4.12 Form of Rights Agreement, dated as of May Incorporated by reference
8, 1996, between PSINet and First Chicago from Exhibit 1 to PSINet's
Trust Company of New York, as Rights Agent, Registration Statement on
which includes as Exhibit A - Certificate Form 8-A dated June 3, 1996
of Amendment; Exhibit B - Form of Rights located under Securities and
Certificate; and Exhibit C - Summary of Exchange Commission File No.
Rights to Purchase Shares of Preferred 0-25812
Stock
4.13 Amendment No. 1, dated as of July 21, 1997, Incorporated by reference
to Rights Agreement, dated as of May 8, from Exhibit 4.1.1 to 1996,
between PSINet and First Chicago PSINet's Current Report on
Trust Company of New York, as Rights Agent. Form 8-K dated August 1,
1997 located under
Securities and Exchange
Commission File No. 0-25812
4.14 Amendment No. 2, dated as of July 31, 1997, Incorporated by reference
to Rights Agreement, dated as of May 8, from Exhibit 4.1.2 to 1996,
between PSINet and First Chicago PSINet's Current Report on
Trust Company of New York, as Rights Agent. Form 8-K dated August 20,
1997 located under
Securities and Exchange
Commission File No. 0-25812
Page 8 of 8
