SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-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 registration of a class of
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:
__% Series C Cumulative Convertible Preferred Stock
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of the Convertible Preferred Stock" in the Prospectus
Supplement relating to the offering of PSINet Inc.'s __% Series C Cumulative
Convertible Preferred Stock, which was filed on April 16, 1999 pursuant to Rule
424(b)(2) 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 Preliminary form of Certificate of Amendment of Certificate of
Incorporation designating the ___% Series C Cumulative Convertible
Preferred Stock
3.9 Amended and Restated By-laws of PSINet
4.1 Preliminary form of __% Series C Cumulative Convertible Preferred
Stock Certificate
4.2 Preliminary form of Deposit Agreement 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
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 27, 1999 PSINET INC.
By: /s/ David N. Kunkel
---------------------------
David N. Kunkel
Executive Vice President and
General Counsel
Page 4 of 8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
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3.1 Certificate of Incorporation, Incorporated by reference from Exhibit
as amended 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 Incorporated by reference from Exhibit
Certificate of Incorporation 3.1 to PSINet's Quarterly Report on
dated April 25, 1995 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 Incorporated by reference from Exhibit
Certificate of Incorporation 3.2 to the June 1995 10-Q
dated May 5, 1995
3.4 Certificate of Amendment of Incorporated by reference from Exhibit
Certificate of Incorporation 3.1 to PSINet's Quarterly Report on
dated November 11, 1995 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 Incorporated by reference from Exhibit
Certificate of Incorporation 3 to PSINet's Quarterly Report on
dated May 18, 1996 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 Incorporated by reference from Exhibit
Certificate of Incorporation 3.1 to the September 1997 10-Q
dated as of November 6, 1997
Page 5 of 8
<PAGE>
3.7 Certificate of Amendment of Incorporated by reference from Exhibit
Certificate of Incorporation 3.7 to PSINet's Annual Report on Form
dated February 5, 1998 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 Preliminary form of Certificate Incorporated by reference from Exhibit
of Amendment of Certificate of 3.1 to PSINet's Current Report on Form
Incorporation designating the 8-K dated April 27, 1999 located under
___% Series C Cumulative Securities and Exchange Commission
Convertible Preferred Stock File No. 0-25812 ("April 27, 1999
8-K").
3.9 Amended and Restated Incorporated by reference from Exhibit
By-laws of PSINet 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 Preliminary form of __% Incorporated by reference from Exhibit
Series C Cumulative Convertible 4.1 to the April 27, 1999 8-K
Preferred Stock Certificate
4.2 Preliminary form of Deposit Incorporated by reference from
Agreement between PSINet and Exhibit 4.2 to the April 27, 1999 8-K
Wilmington Trust Company,
as deposit agent
4.3 Form of 10% Senior Notes due Incorporated by reference from Exhibit
2005, Series B 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 Incorporated by reference from Exhibit
April 13, 1998 between PSINet 4.2 to the April 22, 1998 8-K
and Wilmington Trust Company,
as Trustee
Page 6 of 8
<PAGE>
4.5 Form of 11 1/2% Senior Notes Incorporated by reference from Exhibit
due 2008, Series B 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 Incorporated by reference from Exhibit
November 3, 1998 between PSINet 4.1 to PSINet's Current Report on Form
and Wilmington Trust Company, 8-K dated November 3, 1998 located
as Trustee under Securities and Exchange
Commission File No. 0-25812
4.7 First Supplemental Indenture Incorporated by reference from Exhibit
dated as of November 12, 1998 4.1 to PSINet's Quarterly Report on
between PSINet and Wilmington Form 10-Q for the quarter ended
Trust Company, as Trustee September 30, 1998 located under
Securities and Exchange Commission
File No. 0-25812
4.8 Form of Common Stock Incorporated by reference from Exhibit
Certificate 4.5 to the May 1995 Registration
Statement
4.9 Form of Common Stock Incorporated by reference from Exhibit
Certificate (name change) 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
4.10 Articles Fourth, Fifth, Sixth, See Exhibits 3.2, 3.3, 3.4, 3.5, 3.6
Ninth and Tenth of the and 3.7
Certificate of Incorporation
of PSINet, as amended
4.11 Article I of the Amended and See Exhibit 3.9
Restated By-laws of PSINet,
as amended
Page 7 of 8
<PAGE>
4.12 Form of Rights Agreement, Incorporated by reference from Exhibit
dated as of May 8, 1996, 1 to PSINet's Registration Statement
between PSINet and First on Form 8-A dated June 3, 1996 located
Chicago Trust Company of under Securities and Exchange
New York, as Rights Commission File No. 0-25812
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 Incorporated by reference from Exhibit
July 21, 1997, to Rights 4.1.1 to PSINet's Current Report on
Agreement, dated as of Form 8-K dated August 1, 1997 located
May 8, 1996, between PSINet under Securities and Exchange
and First Chicago Trust Commission File No. 0-25812
Company of New York,
as Rights Agent.
4.14 Amendment No. 2, dated as of Incorporated by reference from Exhibit
July 31, 1997, to Rights 4.1.2 to PSINet's Current Report on
Agreement, dated as of May 8, Form 8-K dated August 20, 1997 located
1996, between PSINet and First under Securities and Exchange
Chicago Trust Company of Commission File No. 0-25812
New York, as Rights Agent
Page 8 of 8
