As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-34802
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PSINET INC.
(Exact name of registrant as specified in its charter)
New York 4813 16-1353600
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
44983 Knoll Square
Ashburn, Virginia 20147
(703) 726-4100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Kathleen B. Horne, Esq.
Senior Vice President and General Counsel
PSINet Inc.
44983 Knoll Square, Ashburn, Virginia 20147
Telephone: (703) 726-4100
Facsimile: (703) 726-4265
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attention: Richard F. Langan, Jr., Esq.
Telephone: (212) 940-3140
Facsimile: (212) 940-9940
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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EXPLANATORY NOTE
On June 15, 2000, we acquired Metamor Worldwide, Inc. As part of the
purchase price we will pay former Metamor stockholders approximately 31,894,724
shares of our common stock, based on an aggregate of 35,438,583 shares of common
stock of Metamor outstanding as of the effective time of the merger and a
conversion ratio of 0.9 shares of our common stock for each share of Metamor's
common stock outstanding, and we will assume options to acquire approximately
4,690,116 shares of Metamor common stock which are exercisable into
approximately 4,221,104 shares of our common stock. In connection with the
merger, we filed a Registration Statement on Form S-4 (No. 333-34802)
registering the shares of PSINet common stock to be issued in connection with
the merger. Also in connection with the merger, we entered into a supplement to
the indenture governing Metamor's 2.94% Convertible Subordinated Notes due 2004
having a face amount of approximately $227.0 million, providing among other
things, that the notes are now convertible into PSINet common stock instead of
Metamor common stock. The new conversion ratio for the Metamor notes is 21.36573
shares of PSINet common stock per $1,000 principal amount at maturity, subject
to further adjustment as provided in the indenture. As part of our Registration
Statement on Form S-4, we also registered up to 4,850,021 shares to be issued in
connection with the conversion of the notes.
We are now filing Post-Effective Amendment No. 1 to convert the
Registration Statement on Form S-4 to a Registration Statement on Form S-3 in
order to maintain an effective registration statement until such time as the
Metamor notes have been converted into shares of PSINet common stock.
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SUBJECT TO COMPLETION - June 30, 2000
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
[LOGO]
4,850,021 Shares of Common Stock Issuable on Conversion of
2.94% Convertible Subordinated Notes
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PSINet:
o We are a leading independent global provider of Internet and eCommerce
solutions to businesses.
o PSINet Inc.
44983 Knoll Square
Ashburn, Virginia 20147
(703) 726-4100
The Offering:
o This prospectus relates to our issuance of up to 4,850,021
shares of our common stock upon conversion of the
outstanding 2.94% convertible subordinated notes due 2004
of our subsidiary PSINet Consulting Solutions, Inc.
(formerly known as Metamor Worldwide, Inc.). We will not
receive any proceeds from the issuance of these shares.
o The notes are convertible into PSINet common stock at the
conversion rate of 21.36573 shares of PSINet common stock
per $1,000 principal amount at maturity, subject to
further adjustment as provided in the indenture governing
the notes. The notes have an aggregate principal face
amount at maturity of $227 million.
Market and Symbol:
o Our common stock is listed for trading on the Nasdaq Stock
Market's National Market under the symbol "PSIX." On June
29, 2000 the last reported sale price of our common stock
was $24.4375.
This investment involves material risks. See "Risk Factors" beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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June __, 2000
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TABLE OF CONTENTS
Page
About PSINet..................................................................1
Risk Factors..................................................................4
Use of Proceeds...............................................................4
Plan of Distribution..........................................................5
Legal Matters.................................................................5
Experts.......................................................................5
Where You Can Find More Information...........................................5
Documents Incorporated By Reference...........................................6
_________________
This prospectus contains "forward-looking statements" for purposes of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements may involve risks and
uncertainties that may cause our actual results to be materially different from
future results or performance expressed or implied by such statements. These
statements may be identified by the use of words such as "expect," "anticipate,"
"intend," "believe" and "plan." Factors that could contribute to such
differences are discussed under "Risk Factors."
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any jurisdiction where the offer or sale
is not permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front cover of
this prospectus.
_________________
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ABOUT PSINet
General
We are a leading global provider of Internet and eCommerce solutions to
businesses. As an Internet Super Carrier, or ISC, we offer a robust suite of
products globally that enable our customers to utilize the Internet for mission
critical applications carried over a worldwide fiber optic network that is
capable of transmission speeds in excess of three terabits per second. We define
the elements of an ISC to include:
o Worldwide fiber network and related optronic equipment -- We operate
one of the largest global data communications networks. It is
Internet optimized and built with PSINet's fiber, satellite and
wireless facilities which circumnavigate the globe, and is designed
to enable our customers to connect to the Internet and access their
corporate networks and systems resources from most of the world's
major business and population centers.
o Multiple Internet and eCommerce hosting centers-- We currently have
open nine global Internet and eCommerce hosting centers located in
Amsterdam, Atlanta, Herndon (Virginia/DC), La Chaux-de-Fonds
(Switzerland), London, Los Angeles, New York City, Toronto and
Tokyo. These data centers contain a total of approximately 338,000
square feet. In addition, we plan to open the following 15 global
Internet and eCommerce hosting centers: seven in our U.S./Canada
segment (Austin, Boston, Dallas, Loudoun (Virginia/DC), Miami, San
Francisco and Toronto); three in our Europe segment (Berlin, Geneva
and Paris); three in our Asia/Pacific segment (Hong Kong, Seoul and
Sydney) and two in our Latin America segment (Buenos Aires and
Mexico City). These data centers are expected to range from 60,000
to 360,000 square feet each. Once all of these hosting facilities
are completed, we will have more than two million square feet of
state-of-the-art infrastructure in key financial and business
centers around the world.
o Full suite of products -- We offer a full suite of Internet access
and eCommerce products for corporate customers in 28 countries that
not only allow them to access the Internet but also to host their
mission critical business applications. We have a private label
business unit, serving leading Internet Service Providers, or ISPs,
and telephone companies with Internet services supporting nearly one
million consumers. In addition, through our Virtual ISP, or VISP,
programs, we provide a full private label solution to organizations
who wish to offer Internet services to their customers, employees or
members.
o Extensive global distribution -- We have over 1,000 sales personnel
and 2,500 Value Added Resellers, or VAR, systems integrators and Web
design professionals throughout the world.
o Global brand name recognition -- Our brand name is increasingly
recognized throughout the world for Internet and eCommerce services
and applications that meet the needs of business customers,
supported by local language sales, provisioning and service.
We offer a suite of value-added products and services that allow our
customers, through their use of the Internet, to more efficiently transact and
conduct eCommerce with their customers, suppliers, business partners and remote
office locations. We provide Internet connectivity and Web hosting services to
approximately 100,000 corporate accounts, which together with our ISP, carrier,
small office/home office (SOHO) and consumer businesses around the world serve
over 2.0 million end users. Our services and products include dedicated, dial-up
and digital subscriber line, or DSL, Internet access services connections, Web
hosting and collocation services, transaction network services, virtual private
networks, or VPNs, eCommerce solutions, voice-over-Internet protocol, or IP,
e-mail and managed security services. We also provide wholesale and private
label network connectivity and related services to other ISPs and
telecommunications carriers to further utilize our network capacity. We serve
approximately 90 of the 100 largest metropolitan statistical areas in the U.S.,
have a presence in the 20 largest
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telecommunications markets globally and operate in 28 countries. We conduct our
business through operations organized into five geographic operating segments -
U.S./Canada, Latin America, Europe, Asia/Pacific and India/Middle East/Africa.
We operate one of the largest global commercial data communications
networks. Our Internet-optimized network extends around the globe and is
connected to more than 900 points of presence, or POPs, that enable our
customers to connect to the Internet. Our network reach allows our customers to
access their corporate network and systems resources through local calls in over
150 countries. We expand the reach of our network by connecting with other large
ISPs through contractual arrangements, called peering agreements, that permit
the exchange of information between our network and the networks of our peering
partners. We offer free peering to ISPs in more than 100 cities in the
continental U.S., which provides each party with the opportunity to bypass the
often congested and unreliable public exchange points, thereby improving overall
network performance and customer satisfaction. We currently have nine global
Internet and eCommerce hosting centers operating and plan to open 15 more
centers. We also have three network operating centers that monitor and manage
network traffic 24-hours per day, seven-days per week.
Our mission is to build the premier global IP-based communications
company. We have grown by using multiple sales channels, including direct sales
and resellers, and by acquiring other ISPs and related businesses in key
markets. We have increased revenues by providing services and products that
enhance our customers' business processes by helping them to effectively use the
Internet. We have embarked on an initiative to aggressively grow our hosting
center business through the construction of more than $1.0 billion of new
facilities.
As a result of acquisitions in 1998 and 1999, we have amassed a
significant number of consumer customers throughout our operating regions. Our
primary strategic focus is on providing services to business and wholesale
customers. Accordingly, in February and March 2000 we announced that we have
begun consolidating our worldwide retail consumer operations into a new retail
business unit known as Inter.net. Inter.net will be run by an experienced
management team and will consist of nearly 500 staff specialists in consumer
sales, marketing and customer support, as well as the existing billing and
customer support systems. Inter.net will initially serve approximately 550,000
consumer accounts distributed throughout global markets (mostly outside of the
United States), with over 30 localized consumer portals in more than 20
countries. We are currently assessing our options regarding Inter.net, including
a possible IPO or spin-off of the business, to best maximize our shareholder
value. In the first quarter of 2000, we incurred $1.1 million of incremental
costs related to the consolidation and planned distribution or sale of our
consumer business.
In February 2000, we announced the launch of PSINet Ventures, a new
corporate venture program. With a combination of cash investments and the
exchange of services for equity, PSINet Ventures will partner with innovative
Internet entrepreneurs through direct minority equity investments, typically
during early and mid-stage financing. PSINet Ventures will focus globally on
application service providers, or ASPs, content service providers, or CSPs,
eCommerce providers, Internet infrastructure providers, incubators, and other
emerging opportunities that enhance PSINet's financial and competitive
technology and service positions. The services for equity structure permits the
start-up company to purchase any PSINet service, including managed web hosting
and VISP services, in exchange for equity rather than cash.
During the past two years we have made significant acquisitions of
fiber-based bandwidth and related equipment to enhance our network
infrastructure and lower our per unit operating costs. In addition, we have
acquired more than 65 companies throughout our five geographic operating
regions, with many in the same countries where the result is an overlapping
network infrastructure. During the first quarter of 2000, we completed and
approved a plan to eliminate redundancies, streamline operations,
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and take advantage of synergies created by our mergers and acquisitions process.
As a result of these actions, during the quarter ended March 31, 2000 we
recorded a restructuring charge of $16.9 million and $59.0 million of write-off
of assets and accelerated depreciation and amortization of certain tangible and
intangible assets.
Our principal executive offices are located at 44983 Knoll Square,
Ashburn, Virginia 20147. Our telephone number is (703) 726-4100.
Recent Developments
Acquisition of Metamor Worldwide, Inc.
On June 15, 2000, we acquired Metamor Worldwide, Inc., a leading
provider of information technology, or IT, solutions and changed its name to
PSINet Consulting Solutions, Inc. The aggregate consideration to be paid to
former Metamor stockholders consists of approximately 31,894,724 shares of our
common stock based on an aggregate of 35,438,583 shares of common stock of
Metamor outstanding as of the effective time of the merger and a conversion
ratio of 0.9 shares of our common stock for each share of Metamor's common stock
outstanding. We also assumed options to acquire approximately 4,690,116 shares
of Metamor common stock which are exercisable into approximately 4,221,104
shares of our common stock. In addition, we entered into a supplement to the
indenture governing Metamor's 2.94% Convertible Subordinated Notes due 2004
having a face amount of approximately $227.0 million, providing among other
things, that the notes are now convertible into PSINet common stock instead of
Metamor common stock. The new conversion ratio for the Metamor notes is 21.36573
shares of PSINet common stock per $1,000 principal amount at maturity, subject
to further adjustment as provided in the indenture. Simultaneously with the
merger, we invested $50.0 million through a convertible note which is
convertible into shares of preferred stock of Xpedior, a majority owned
subsidiary of Metamor. The source of the cash for the investment in Xpedior was
cash on hand.
Exchange and Conversion of Series C Preferred Stock
In February and March 2000, we exchanged 8,155,192 newly issued shares
of our common stock for an aggregate of 4,629,335 shares of our outstanding
Series C preferred stock through individually negotiated transactions with a
limited number of holders of our Series C preferred stock. The implied premium
of approximately $1.7 million incurred in connection with the exchanges, net of
cash to be received from the deposit account relating to the exchanged shares,
was recognized as a return to preferred shareholders in the first quarter of
2000. Subsequent to the exchange, we converted the exchanged Series C preferred
stock into 7,422,675 shares of our common stock, which are held as treasury
stock.
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RISK FACTORS
This offering involves material risks. Please carefully read the
following risk factors in addition to the other information set forth in this
prospectus before investing.
Risks Factors Relating to PSINet
Holders of the convertible notes are urged to read the risk factors
relating to our business in general in the Proxy Statement/Prospectus contained
in our Registration Statement on Form S-4 dated May 12, 2000 and in our SEC
filings which are incorporated in this document by reference.
Risks Factors Relating to Metamor
Holders of the convertible notes are also urged to read the risk factors
relating to Metamor's business contained in Metamor's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999 which are incorporated by reference
in this registration statement. These risk factors also relate to us now that we
have acquired Metamor. To the extent that our business and the business of
Metamor are subject to similar risks, we may now be more susceptible to such
risks as one company than either we or Metamor were as separate companies.
Forward-looking Statements
Some of the information contained in this prospectus may contain
forward-looking statements. Such statements can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or similar words, or by discussions of strategy that
involve risks and uncertainties. These statements may discuss our future
expectations or contain projections of our results of operations or financial
condition or expected benefits to us resulting from acquisition or transactions.
We cannot assure you that the future results indicated, whether expressed or
implied, will be achieved. The risk factors noted in this section and other
factors noted throughout this prospectus, including risks and uncertainties,
could cause our actual results to differ materially from those contained in any
forward-looking statement.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the common
stock being offered hereby. The Metamor notes being converted will, upon
issuance of the common stock, be extinguished.
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PLAN OF DISTRIBUTION
We will issue shares of our common stock upon conversion of the
outstanding Metamor 2.94% convertible subordinated notes by the holders of the
notes.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us
by Nixon Peabody LLP, New York, New York. Certain attorneys with Nixon Peabody
LLP currently own in the aggregate less than one percent of our common stock.
EXPERTS
The consolidated financial statements of PSINet Inc. incorporated in
this document by reference to PSINet Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1999, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of such firm as experts in auditing and accounting.
The consolidated financial statements of Metamor Worldwide, Inc.
appearing in Metamor Worldwide, Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1999, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the SEC on a regular basis
that contain financial information and results of operations. You may read and
copy materials that we have filed and that Metamor has filed with the SEC at the
SEC's public reference room at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, DC 20549. You can also obtain copies of filed documents, at
prescribed rates, by mail from the Public Reference Section of the SEC at its
Judiciary Plaza location, listed above, or by telephone at 1-800-SEC-0330, or
electronically through the SEC's Web Site at http://www.sec.gov.
Our common stock is listed on the Nasdaq National Market under the
symbols "PSIX." Our SEC filings and Metamor's filings can also be read and
obtained at the following address:
The Nasdaq Stock Market
Reports Section
1735 K Street, N.W.
Washington, D.C. 20006
We furnish our shareholders with annual reports containing our audited
financial statements and with proxy material for our annual meetings complying
with the proxy requirements of the Securities Exchange Act of 1934.
We have filed a registration statement on Form S-3 with the SEC with
respect to the securities being registered of which this prospectus is a part.
This document does not contain all of the information contained in the
registration statement, certain portions of which have been omitted as permitted
by SEC rules. While complete in material respects, descriptions of documents in
this prospectus are nonetheless summaries. Please refer to the full text of
documents filed as exhibits for complete descriptions.
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DOCUMENTS INCORPORATED BY REFERENCE
PSINet
We are incorporating by reference in this document the following
documents that have been filed with the SEC:
1. Annual report on Form 10-K for the year ended December 31,
1999 (SEC File No. 0-25812). This report contains:
o audited consolidated balance sheets for PSINet and its
subsidiaries as of December 31, 1999 and 1998;
o audited consolidated statements of operations, of changes
in shareholders' equity and of cash flows for the years
ended December 31, 1999, 1998 and 1997.
2. Quarterly report on Form 10-Q for the quarter ended March 31,
2000 (SEC File No. 0-25812).
3. Current reports on Form 8-K (File No. 0-25812) dated:
o January 10, 2000
o January 16, 2000
o January 24, 2000
o January 26, 2000
o January 27, 2000
o February 1, 2000
o March 22, 2000
o June 5, 2000
o June 13, 2000
o June 15, 2000
4. The Joint Proxy Statement/Prospectus contained in Amendment
No. 1 to the Registration Statement on Form S-4 (registration no. 333-34802)
filed with the SEC on May 12, 2000.
5. Registration statement on Form 8-A dated April 7, 1995, as
amended (SEC File No. 0-25812).
6. Registration statement on Form 8-A dated June 4, 1996, as
amended (SEC File No. 0-25812).
Metamor
We are incorporating by reference in this document the risk factors and
the following financial statements that have been filed by Metamor with the SEC
(SEC File No. 0-26970) in its annual report on Form 10-K for the year ended
December 31, 1999:
o audited consolidated balance sheets for Metamor and its
subsidiaries as of December 31, 1999 and 1998;
o audited consolidated statements of operations,
stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1999; and
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o notes to those consolidated financial statements.
Subsequent Filings
We also incorporate by reference additional documents that may be filed
by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this document. These include periodic
reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, as well as proxy statements.
This prospectus incorporates by reference documents that are not
presented or delivered to you with it. We will send you copies of these
documents, exclusive of exhibits, at no cost to you. Please direct your requests
to the Office of the Secretary, PSINet Inc., 44983 Knoll Square, Ashburn,
Virginia 20147 ((703) 726-4100).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
PSINet Inc. will pay all expenses incident to the sale of shares being
registered other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes. Such expenses are set forth in the following
table. All of the amounts shown are estimates except the SEC registration fee.
SEC registration fee ...................................... $246,541
Legal fees and expenses ................................... $ 10,000
Accounting fees and expenses .............................. $ 10,000
Miscellaneous expenses .................................... $ 5,000
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Total ............................................... $271,541
========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Sections 721 through 725 of the Business Corporation Law of the
State of New York ("BCL"), the registrant has broad powers to indemnify its
directors, officers and other employees. These sections (i) provide that the
statutory indemnification and advancement of expenses provision of the BCL are
not exclusive, provided that no indemnification may be made to or on behalf of
any director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action as adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled, (ii) establish
procedures for indemnification and advancement of expenses that may be contained
in the certificate of incorporation or by-laws, or, when authorized by either of
the foregoing, set forth in a resolution of the shareholders or directors of an
agreement providing for indemnification and advancement of expenses, (iii) apply
a single standard for statutory indemnification for third-party and derivative
suits by providing that indemnification is available if the director or officer
acted in good faith, for a purpose which he reasonably believed to be in the
best interests of the corporation, and, in criminal actions, had no reasonable
cause to believe that his conduct was unlawful and (iv) permit the advancement
of litigation expenses upon receipt of an undertaking to repay such advance if
the director or officer is ultimately determined not to be entitled to
indemnification or to the extent the expenses advanced exceed the
indemnification to which the director or officer is entitled. Section 726 of the
BCL permits the purchase of insurance to indemnify a corporation or its officers
and directors to the extent permitted.
As permitted by Section 721 of the BCL, the registrant's by-laws provide
that the registrant shall indemnify its officers and directors, as such, to the
fullest extent permitted by applicable law, and that expenses reasonably
incurred by any such officer or director in connection with a threatened or
actual action or proceeding shall be advanced or promptly reimbursed by the
registrant in advance of the final disposition of such action or proceeding upon
receipt of an undertaking by or on behalf of such officer or director to repay
such amount if and to the extent that it is ultimately determined that such
officer or director is not entitled to indemnification.
Article EIGHTH of the registrant's certificate of incorporation provides
that no director of the registrant shall be held personally liable to the
registrant or its shareholders for damages for any breach of duty in his
capacity as a director occurring after authorization of such Article EIGHTH by
the share-
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holders unless a judgment or other final adjudication adverse to him establishes
that (1) his acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law, or (2) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled, or (3)
his acts violated section 719 of the BCL. The registrant has entered into
indemnity agreements with its directors and certain key officers pursuant to
which the registrant generally is obligated to indemnify its directors and such
officers to the full extent permitted by the BCL as described above. PSINet also
has purchased directors' and officers' liability insurance.
ITEM 16. EXHIBITS
The following is a list of all exhibits filed as part of this
registration statement:
Exhibit
Number Exhibit Description
----- -------------------
2 Agreement and Plan of Merger, dated as of March 21, 2000 among
PSINet Inc., PSINet Shelf IV Inc. and Metamor Worldwide, Inc.
4.1 Form of Indenture between Metamor Worldwide, Inc. (formerly known
as Corestaff, Inc.) and The Bank of New York, as Trustee
4.2 First Supplemental Indenture dated as of June 15, 2000 between
PSINet Inc, Metamor Worldwide, Inc. and The Bank of New York, as
Trustee
5 Opinion of Nixon Peabody LLP
23.1 Consent of Nixon Peabody LLP (contained in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of attorney
24.2 Powers of attorney for David Moir and Jorge R. Forgues
25 Statement of Eligibility on Form T-1 of The Bank of New York
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FINANCIAL STATEMENTS AND SCHEDULES:
Financial Statements and Financial Statement Schedules:
Incorporated by reference in this registration statement from PSINet's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999
filed March 22, 2000, SEC File No. 0-25812.
Incorporated by reference in this registration statement from Metamor
Worldwide Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed March 30, 2000, SEC File No. 0-26970.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to
include any financial statements required by Section 210.3-19
of this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if
such financial statements and information are contained in
periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference on the Form F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended ("Act") may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Ashburn, Commonwealth of Virginia on June 28,
2000.
PSINet Inc.
By: /s/ Kathleen B. Horne
---------------------------------------
Name: Kathleen B. Horne
Title: Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ William L. Schrader* Chairman, Chief Executive June 28, 2000
--------------------------- Officer and Director
William L. Schrader (Principal Executive Officer)
/s/ Harold S. Wills* President, Chief Operating June 28, 2000
--------------------------- Officer and Director
Harold S. Wills
/s/ David N. Kunkel* Executive Vice President, June 28, 2000
--------------------------- Vice Chairman and Director
David N. Kunkel
/s/ Jorge R. Forgues* Vice President and Acting June 28, 2000
--------------------------- Chief Financial Officer
Jorge R. Forgues (Principal Financial and
Accounting Officer)
/s/ William H. Baumer* Director June 28, 2000
---------------------------
William H. Baumer
/s/ Ralph J. Swett* Director June 28, 2000
---------------------------
Ralph J. Swett
/s/ Ian P. Sharp* Director June 28, 2000
---------------------------
Ian P. Sharp
* By: Kathleen B. Horne June 28, 2000
-------------------------
Name: Kathleen B. Horne
Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
------ ------------ --------
2 Agreement and Plan of Merger Previously filed
dated as of March 21, 2000 among
PSINet Inc., PSINet Shelf IV Inc.
and Metamor Worldwide, Inc.
4.1 Form of Indenture between Metamor Incorporated by reference
Worldwide, Inc. (formerly known from Exhibit 4.1 to
as Corestaff, Inc.) and The Bank Amendment No. 1 to
of New York, as Trustee Corestaff's Registration
Statement on Form S-3 filed
on July 23, 1997 located
under Securities and
Exchange Commission File
No. 333-31509
4.2 First Supplemental Indenture dated Filed herewith
as of June 15, 2000 between PSINet
Inc., Metamor Worldwide, Inc. and
The Bank of New York, as Trustee
5 Opinion of Nixon Peabody LLP Filed herewith
23.1 Consent of Nixon Peabody LLP Contained in Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP Filed herewith
23.3 Consent of Ernst & Young LLP Filed herewith
24.1 Power of Attorney Included in the signature
page to the initial filing
of this registration
statement
24.2 Powers of Attorney for David Moir Previously filed
and Jorge R. Forgues
25 Statement of Eligibility on Form T-1 Incorporated by reference
of The Bank of New York from Exhibit 4.1 to
Amendment No. 1 to
Corestaff's Registration
Statement on Form S-3 filed
on July 23, 1997 located
under Securities and
Exchange Commission File
No. 333-31509
