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) June 15, 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.)
44983 Knoll Square, Ashburn, Virginia 20147
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 726-4100
--------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
We previously reported in our Form 8-K dated March 22, 2000 that we had
entered into an agreement and plan of merger (the "Merger Agreement") to acquire
Metamor Worldwide, Inc. ("Metamor"). We also filed in our joint proxy
statement/prospectus contained in our Registration Statement on Form S-4 dated
May 12, 2000, No. 333-34802 (the "Joint Proxy Statement/Prospectus) unaudited
pro forma condensed combined financial information for PSINet as of and for the
year ended December 31, 1999.
On June 15, 2000, we acquired Metamor. The aggregate consideration to
be paid to Metamor stockholders consists of approximately 31,894,724 shares of
PSINet 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 an exchange
ratio of 0.9 of a share of PSINet common stock for each share of Metamor common
stock outstanding. In addition, we assumed approximately 4,973,611 options
issued by Metamor which represent the right to acquire approximately 4,476,250
shares of PSINet common stock.
In connection with the merger, we entered into a supplement to the
indenture governing Metamor's outstanding 2.94% Convertible Subordinated Notes
Due 2004 (the "Notes") with PSINet and The Bank of New York, as Trustee,
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
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.
This Form 8-K incorporates by reference audited financial statements of
Metamor for the years ended December 31, 1997, 1998 and 1999 and unaudited
financial statements of Metamor for the three months ended March 31, 2000 which
are included in Metamor's Annual Report on Form 10-K for each of the years ended
December 31, 1997, 1998 and 1999 and Metamor's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, respectively.
Some of the information included in or incorporated by reference in
this Form 8-K may contain forward-looking statements, such as information
relating to the effects of acquisitions. 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. Another form of forward-looking
statement can be characterized by an assumption (using terminology such as "as
if" or "gives effect to") that an event occurs at the beginning of a financial
period presented, with a corresponding effect throughout the period, even though
the event had actually occurred after the beginning of such period or has not
yet actually occurred at all. Any such forward-looking statements may discuss
our future expectations or contain projections of our results of operations or
financial condition or expected benefits to us resulting from acquisitions or
other transactions. We cannot assure you that the future results indicated,
whether expressed or implied, will be achieved. For a discussion of the risk
factors that could cause our actual results to differ materially from those
contained in any forward-looking statement, you should read the "Risk Factors"
section of our Joint Proxy Statement/Prospectus dated May 12, 2000 and our other
reports and documents filed with the Securities and Exchange Commission.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Financial statements of Metamor for the year ended December 31,
1999 are incorporated herein by reference to Item 8 of Metamor's
Annual Report on Form 10-K for the year ended December 31, 1999
(File No. 0-26970). Financial statements of Metamor for the three
months ended March 31, 2000 are incorporated herein by reference to
Item 1 of Metamor's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000 (File No. 0-26970).
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Financial Information of
PSINet relating to the Metamor acquisition will be filed by
amendment not later than August 29, 2000.
(c) Exhibits
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 99.1 Press Release dated June 16, 2000.
Exhibit 99.2 Financial Statements of Metamor
Worldwide, Inc. for the year
ended December 31, 1999.
Exhibit 99.3 Financial Statements of Metamor
Wordwide, Inc. for the year ended
December 31, 1998.
Exhibit 99.4 Financial Statements of Metamor
Wordwide, Inc. for the year ended
December 31, 1997.
Exhibit 99.5 Financial Statements of Metamor
Worldwide, Inc. for the three
months ended March 31, 2000.
<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: June 15, 2000 PSINET INC.
By:/s/Kathleen B. Horne
---------------------------------------
Kathleen B. Horne
Senior Vice President and
General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
23.1 Consent of Ernst & Young LLP. Filed herewith.
99.1 Press Release dated June 16, 2000 Filed herewith.
99.2 Financial Statements of Metamor Incorporated by reference to
Worldwide, Inc. for the year ended Item 8 of Metamor Worldwide,
December 31, 1999. Inc.'s Annual Report on Form
10-K for the year ended
December 31, 1999 (File No.
0-26970).
99.3 Financial Statements of Metamor Incorporated by reference to
Worldwide, Inc. for the year Item 8 of Metamor Worldwide,
ended December 31, 1998. Inc.'s Annual Report on
Form 10-K for the year
ended December 31, 1998
(File No. 0-26970).
99.4 Financial Statements of Metamor Incorporated by reference to
Worldwide, Inc. for the year Item 8 of Metamor Worldwide,
ended December 31, 1997. Inc.'s Annual Report on
Form 10-K for the year
ended December 31, 1997
(File No. 0-26970).
99.5 Financial Statements of Metamor Incorporated by reference to
Worldwide, Inc. for the three months Item 1 of Metamor Worldwide,
ended March 31, 2000. Inc.'s Quarterly Report on
Form 10-Q for the quarter
ended March 31, 2000 (File
No. 0-26970).
