PSINET INC
8-K, 2000-01-26
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): January 24, 2000



                                   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>


Item 5.       OTHER EVENTS

         On January 24, 2000, 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 January 24, 2000.

                                  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:        January 24, 2000        PSINET INC.


                                      By:     /S/  EDWARD D. POSTAL
                                           -----------------------------
                                           Edward D. Postal
                                           Executive Vice President and
                                           Chief Financial Officer


                                  Page 3 of 5

<PAGE>


                                  EXHIBIT INDEX

      Exhibit

       NUMBER         EXHIBIT NAME                                      LOCATION
       ------         ------------                                      --------
        99.1          Press release dated January 24, 2000.                 5



                                  Page 4 of 5



                                                                   EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:
ANALYST CONTACT:                                               MEDIA CONTACT:

David Lerch                                                    Reid Walker
(703) 375-1245                                                 (703) 375-1103
[email protected]                                                 [email protected]

              PSINET ANNOUNCES INTENT TO CONDUCT RULE 144A OFFERING

         HERNDON, VA -- JANUARY 24, 2000 -- PSINET INC. (NASDAQ: PSIX) today
announced that it is pursuing a placement of preferred stock in accordance with
Securities and Exchange Commission Rule 144A. The preferred stock will not be
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 the registration requirements.

                                       ###

                                  Page 5 of 5



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