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) November 5, 1999
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
(Former name or former address, if changed since last report)
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Item 5. Other Events.
As of November 5, 1999, PSINet Inc. further amended its Shareholder
Rights Agreement, dated as of May 8, 1996, as amended (the "Rights Agreement"),
between PSINet and First Chicago Trust Company of New York, as Rights Agent. The
amendment to the Rights Agreement provides for (1) the increase of the Purchase
Price of the Rights under the Rights Agreement to $275.00 and (2) the extension
of the Final Expiration Date of the Rights under the Rights Agreement to
November 5, 2009.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99.1 Press Release dated November 5, 1999 announcing PSINet's
amendment of Shareholder Rights Plan.
99.2 Amendment No. 3, dated as of November 5, 1999, 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 hereunto duly authorized.
Dated: November 5, 1999 PSINET INC.
By: /s/ Kathleen B. Horne
Kathleen B. Horne
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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99.1 Press Release dated November 5, 1999 5
announcing PSINet's amendment of
Shareholder Rights Plan.
99.2 Amendment No. 3 to Rights Agreement, Incorporated by reference
dated as of November 5, 1999 from Exhibit 4 to PSINet's
between PSINet Inc. and First Registration Statement on
Chicago Trust Company of New York. Form 8-A/A filed on
November 5, 1999.
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Exhibit 99.1
PSINET INC.
510 Huntmar Park Drive
Herndon, Virginia 20170
FOR IMMEDIATE RELEASE
Analyst Contact: Media Contact:
David Lerch Reid Walker
703-375-1245 703-375-1103
[email protected] [email protected]
PSINET AMENDS SHAREHOLDER RIGHTS PLAN
HERNDON, VA, NOVEMBER 5, 1999 - PSINet Inc. (Nasdaq: PSIX) today
announced that its Board of Directors had approved an amendment of its
Shareholder Rights Plan to increase the initial exercise price of each Preferred
Stock Purchase Right to $275.00 and extend the final expiration date of the
Rights to November 5, 2009.
Subject to certain exceptions, the Rights will be exercisable only if a
person or group acquires 20.5% or more of PSINet's common stock or announces a
tender or exchange offer the consummation of which would result in ownership by
a person or group of 20.5% or more of the common stock (other than in the event
of certain Board-approved offers). If a person or group acquires 20.5% or more
of PSINet's common stock (other than pursuant to certain Board-approved offers),
each Right will entitle its holder (other than such acquiring person or members
of such group) to purchase, at the $275.00 exercise price, a number of one
one-thousandths of a share of the Company's Series A junior participating
preferred stock having a market value of twice such price. If PSINet is acquired
(other than pursuant to certain Board-approved offers) in a merger or other
business combination after a person or group has acquired 20.5% or more of
PSINet's common stock, each Right will entitle its holder to purchase, at the
exercise price, a number of the acquiror's common shares having a market value
of twice such price.
"The amendments to our Rights Plan where adopted in order to respond to
increases in the market value of our stock since the initial adoption of the
Rights Plan three years ago. The Rights Plan and these amendments were adopted
to deter abusive takeover tactics that could be used to deprive PSINet's
shareholders of the full value of their investment," stated William L. Schrader,
PSINet's chairman and chief executive officer. "They were not adopted in
response to any specific effort to acquire control of the Company."
The Company can redeem the Rights for $.01 per Right before the
acquisition by a person or group of 20.5% or more of the Company's stock and
thereafter under certain circumstances.
Further details concerning PSINet's Shareholder Rights Plan, as
amended, are contained in a letter that will be mailed to all PSINet
shareholders.
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Headquartered in Herndon, Virginia, PSINet is an Internet Super Carrier
offering global eCommerce infrastructure and a full suite of retail and
wholesale Internet services through wholly-owned PSINet subsidiaries. Services
are provided on PSINet-owned and operated fiber, satellite, Web hosting and
switching facilities providing direct access in more than 800 metropolitan areas
in 22 countries on five continents.
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