-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYGnRbK0TgqsW/ekFWboJhn4VrI/p97XuRVe5dorCSBBKgPhfH87B0qNl45KfdIN 9Q2sjK/sZRMs3Rk+GkBjag== /in/edgar/work/20000619/0000901309-00-000161/0000901309-00-000161.txt : 20000919 0000901309-00-000161.hdr.sgml : 20000919 ACCESSION NUMBER: 0000901309-00-000161 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000616 EFFECTIVENESS DATE: 20000616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSINET INC CENTRAL INDEX KEY: 0000940716 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 161353600 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39566 FILM NUMBER: 656830 BUSINESS ADDRESS: STREET 1: 44983 KNOLL SQUARE CITY: ASHBURN STATE: VA ZIP: 20147 BUSINESS PHONE: 7039044100 MAIL ADDRESS: STREET 1: 44983 KNOLL SQUARE CITY: ASHBURN STATE: VA ZIP: 20147 FORMER COMPANY: FORMER CONFORMED NAME: PERFORMANCE SYSTEMS INTERNATIONAL INC /NY/ DATE OF NAME CHANGE: 19950309 S-8 1 0001.txt REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on June 16, 2000 Registration No. 333 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- PSINET INC. (Exact name of registrant as specified in its charter) New York 16-1353600 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 44983 Knoll Square, Ashburn, Virginia 20147 (Address of principal executive offices) (Zip Code) 1999 EMPLOYEE STOCK PURCHASE PLAN 1999 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) Kathleen B. Horne, Esq. Senior Vice President and General Counsel PSINet Inc. 44983 Knoll Square, Ashburn, Virginia 20147 (Name and address of agent for service) Telephone No.: (703) 726-4100 / Facsimile No.: (703) 726-4265 (Telephone number, including area code, of agent for service) ------------- Copy to: Richard F. Langan, Jr., Esq. Nixon Peabody LLP 437 Madison Avenue, New York, New York 10022 Telephone No.: (212) 940-3140/Facsimile No.: (212) 940-9940 -------------
- --------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - -------------------------------- -------------------- -------------------- ---------------------- ------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price Aggregate offering Amount of to be registered registered (1) per share (2) price (2) registration fee - -------------------------------- -------------------- -------------------- ---------------------- ------------------- Common Stock, $.01 par value 2,000,000 shares $30.25 $60,500,000 $15,972 - -------------------------------- -------------------- -------------------- ---------------------- -------------------
(1) This registration statement also covers any additional shares of common stock which become issuable under the 1999 Employee Stock Purchase Plan or 1999 International Employee Stock Purchase Plan with respect to the securities registered hereunder by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of PSINet common stock. (2) Estimated in accordance with Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of our common stock as reported on the Nasdaq Stock Market's National Market on June 13, 2000. EXPLANATORY NOTE At our Special Meeting of Shareholders held on June 15, 2000, our shareholders approved amendments to our 1999 Employee Stock Purchase Plan and our 1999 International Employee Stock Purchase Plan. This registration statement on Form S-8 relates to the registration of additional securities of the same class as other securities of which our registration statement on Form S-8 filed on September 29, 1999 (No. 333-88029) is effective consisting of up to an aggregate of 2,000,000 additional shares of our common stock, par value $.01 per share, issuable pursuant to our 1999 Employee Stock Purchase Plan and our 1999 International Employee Stock Purchase Plan. Accordingly, pursuant to Instruction E to Securities and Exchange Commission Form S-8, the contents of the earlier registration statement are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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 15, 2000. PSINET INC. By:/s/ William L. Schrader ----------------------- William L. Schrader, Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William L. Schrader, Harold S. Wills, David N. Kunkel and Kathleen B. Horne, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any and all amendments (including post-effective amendments) to this registration statement and to any registration statement filed pursuant to Rule 462(b), and to file same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, 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 Officer - ------------------------- and Director (Principal June 15, 2000 William L. Schrader Executive Officer) /s/ Harold S. Wills President, Chief Operating - ------------------------- Officer and Director June 15, 2000 Harold S. Wills /s/ David N. Kunkel Vice Chairman, Executive Vice - ------------------------- President and Director June 15, 2000 David N. Kunkel Name Title Date ---- ----- ---- /s/ Jorge R. Forgues Vice President and Acting Chief - ------------------------- Financial Officer Jorge R. Forgues (Principal Financial and June 15, 2000 Accounting Officer) /s/ William H. Baumer - ------------------------- William H. Baumer Director June 15, 2000 - ------------------------- Ralph J. Swett Director June __, 2000 - ------------------------- Ian P. Sharp Director June __, 2000 EXHIBIT INDEX Exhibit No. Description Location - ------- ----------- -------- 4.1 Amendment No. 1 to PSINet Inc. Incorporated by reference to 1999 Employee Stock Purchase Plan Annex 4 to the Joint Proxy Statement/Prospectus contained in PSINet's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 12, 2000 (registration no. 333-34802). 4.2 Amendment No. 1 to PSINet Inc. Incorporated by reference to Annex 1999 International Employee Stock 4 to the Joint Proxy Purchase Plan Statement/Prospectus contained in PSINet's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 12, 2000 (registration no. 333-34802). 5.1 Opinion of Nixon Peabody LLP Filed herewith 23.1 Consent of Nixon Peabody LLP Contained in opinion filed as Exhibit 5.1 to this Registration Statement 23.2 Consent of Filed herewith PricewaterhouseCoopers LLP EX-5 2 0002.txt EXHIBIT 5.1 OPINION OF LEGAL COUNSEL EXHIBIT 5.1 OPINION OF NIXON PEABODY LLP [LOGO] Nixon Peabody LLP 437 Madison Avenue New York, New York 10022 June 15, 2000 PSINet Inc. 44983 Knoll Square Ashburn, Virginia 20147 Ladies and Gentlemen: We have acted as counsel to PSINet Inc., a New York corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company on or about June 15, 2000 with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"), for the purpose of registering with the SEC an aggregate of up to 2,000,000 shares (the "Shares") of common stock of the Company, par value $.01 per share (the "Common Stock"), consisting of: 2,000,000 shares issuable upon the exercise of options granted by the Company under the 1999 Employee Stock Purchase Plan and the 1999 International Employee Stock Purchase Plan, as amended (together, the "Plans"). This opinion is being delivered to you in connection with the Registration Statement. In connection with the foregoing, we have examined, among other documents, copies of the following: (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as amended to the date hereof, (iii) the By-laws of the Company, as amended to the date hereof, and (iv) the Plans. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, agreements and such other instruments and certificates of officers of the Company, and have made such investigations of law, as, in our experience, are necessary or appropriate as a basis for the opinions expressed below. As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials. PSINet Inc. June 15, 2000 Page 2 In addition, we have assumed that, at or prior to the time of issuance and sale of any of the Shares: (i) no stop order shall have been issued in respect of the Registration Statement, (ii) there shall not have occurred, since the date of this opinion, any change in law affecting the validity of the Shares or the ability or the capacity of the Company to issue any of the Shares, and (iii) the Company shall not have effected any material change to its Certificate of Incorporation or By-laws. Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York. Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, and after (a) the Registration Statement has become effective under the Act and assuming that such effectiveness remains in effect throughout the period during which shares of Common Stock are issued pursuant to the Plans, (b) the shares of Common Stock to be issued pursuant to the Plans have, if required, been duly qualified or registered, as the case may be, for sale under applicable state securities laws and all applicable securities laws are complied with, (c) all necessary action by the shareholders of the Company and the Board of Directors or a duly designated committee of the Board of Directors of the Company shall have been taken to duly authorize the Plans and the issuance of options, other rights and Common Stock to be issued pursuant to the Plans (the "Corporate Action"), and (d) the options, other rights and shares of Common Stock to be issued pursuant to the Plans have been delivered pursuant to and in accordance with the terms of the Plans and related agreements and instruments against payment therefor in accordance with the terms of the relevant Corporate Action, the Plans and related agreements and instruments, we are of the opinion that the 2,000,000 shares of Common Stock issuable pursuant to the Plans, and an indeterminate number of shares of Common Stock as may be issued by reason of any stock split, stock dividend, recapitalization or similar transaction, will have been duly authorized, validly issued, fully paid and non-assessable, subject to Section 630 of the Business Corporation Law of the State of New York. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC. We further consent to the filing of this opinion as an exhibit to applications to the securities commissioners of the various states of the United States of America, to the extent so required, in connection with the registration of the shares of Common Stock. PSINet Inc. June 15, 2000 Page 3 This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered as of the date hereof, and we disclaim any undertaking to advise you of changes in law or fact which may affect the continued correctness of any of our opinions as of a later date. We wish to advise you that certain attorneys with Nixon Peabody LLP own certain shares of the Company's Common Stock. Very truly yours, /s/ Nixon Peabody LLP ---------------------- EX-23 3 0003.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 20, 2000 relating to the financial statements and financial statement schedule, which appears in PSINet Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. /s/ PRICEWATERHOUSECOOPERS LLP - ------------------------------ Washington, D.C. June 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----