PSINET INC
8-K, 1999-07-21
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) July 16, 1999


                                   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 July 16, 1999, 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 July 16, 1999.




                                  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:        July 21, 1999                  PSINET INC.


                                             By: /s/Michael Malesardi
                                                 ---------------------------
                                                 Michael Malesardi
                                                   Vice President and Controller




                                  Page 3 of 5
<PAGE>



                                  EXHIBIT INDEX




      Exhibit
       Number         Exhibit Name                                      Location
      -------         ------------
        99.1          Press release dated July 16, 1999.                    5




                                  Page 4 of 5



                                                                    EXHIBIT 99.1


FOR IMMEDIATE RELEASE


Contact:
Analyst Contact:                                         Media Contact:
Kelli Harrington Nemer                                   Reid Walker
(703) 375-1245                                           (703) 375-1103
[email protected]                                      [email protected]
- -------------------                                      ---------------


         PSINET ANNOUNCES $1.2 BILLION RULE 144A OFFERING


         HERNDON, VA -- JULY 16, 1999 -- PSINET INC. (NASDAQ: PSIX) today
announced that it has sold $1.2 billion aggregate principal amount of 11% Senior
Notes due 2009, consisting of $1.05 billion aggregate principal amount of 11%
Senior Notes due 2009 and Euro 150 million 11% Senior Notes due 2009, in
accordance with Securities and Exchange Commission Rule 144A. The net proceeds
of the offering are expected to be used to finance capital expenditures
including the acquisition of additional telecommunications bandwidth, related
facilities, and equipment; the construction of Internet data centers; corporate
acquisitions and general corporate purposes. The notes 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.

         Headquartered in Herndon, VA, PSINet is a global facilities-based
Internet Protocol (IP) data communications carrier focused on the business
marketplace. As the first and largest independent commercial Internet service
provider in the world, PSINet offers a broad set of high-speed corporate LAN
connectivity services supporting managed security and guaranteed Internet,
Intranet, electronic commerce, Web hosting services, and services for other
carriers and ISPs. PSINet operates an international state-of-the-art frame relay
and ATM-based, IP-optimized network consisting of more than 535 POPs around the
world serving primary markets in Argentina, Belgium, Brazil, Canada, France,
Germany, Hong Kong, Italy, Japan, Luxembourg, Mexico, the Netherlands, Republic
of Korea, Switzerland, the United States and the United Kingdom.

                                       ###



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