Todays SEC Filing by P6 on PSINet Consulting
Explanatory Note.
This Amendment No. 1 to Schedule 13D amends and supplements Items 6 and 7
of the statement on Schedule 13D (the "Schedule 13D") filed on June 26, 2000 by
PSINet Inc., a New York corporation ("PSINet"), and PSINet Consulting Solutions
Holdings, Inc. (formerly known as PSINet Consulting Solutions, Inc.), a Delaware
corporation that is a wholly owned subsidiary of PSINet ("PSINet Consulting").
. Item 6 of the Schedule 13D is hereby amended and supplemented by adding the
following disclosure:
PSINet Consulting and the board of directors of the Issuer have previously
approved an amendment (the "Charter Amendment") to the Issuer Certificate of
Incorporation to eliminate Article Thirteenth, which prohibited the Issuer, for
so long as PSINet Consulting is the holder of record of a majority of the voting
stock of the Issuer on a per vote basis, from issuing or selling any Issuer
capital stock, other than shares issued pursuant to the Issuer Stock Incentive
Plan, without the consent of the holders of a majority of the voting stock of
the Issuer. The Charter Amendment will automatically become effective 20 days
after the mailing of an information statement to the stockholders of the Issuer
describing the Charter Amendment and prepared in accordance with Regulation 14C
of the Securities Exchange Act of 1934, as amended (such effective date, the
"Effectiveness Date").
In connection with the Charter Amendment, PSINet, PSINet Consulting and the
Issuer have entered into an Agreement dated as of September 12, 2000 (the
"Agreement"), which prohibits the Issuer, from and after the Effectiveness Date
and subject to the exceptions described in the next sentence, from taking any of
the following actions without the prior written consent of PSINet: (a) issuing,
delivering, selling or granting (i) any shares of capital stock of the Issuer,
(ii) any security convertible into or exchangeable for any shares of capital
stock of the Issuer or (iii) any option, conversion right, exchange right or
warrant obligating the Issuer to issue, deliver, sell or grant any shares of
capital stock of the Issuer, or (b) entering into any other agreement or
commitment of any nature whatsoever obligating the Issuer to issue, deliver,
sell or grant any shares of capital stock of the Issuer. Under the Agreement,
the Issuer may, from and after the Effectiveness Date and without PSINet's
consent, (a) issue shares of its common stock in connection with acquisitions,
subject to limitations on the number of shares issuable in connection with each
individual acquisition and with all acquisitions in the aggregate and to certain
other limitations, (b) issue, deliver, sell and/or grant shares of its common
stock or options to purchase shares of its common stock pursuant to and in
accordance with the Issuer's Stock Incentive Plan and (c) issue, deliver, sell
and/or grant up to 2,000,000 shares of its common stock or options to purchase
shares of its common stock pursuant to and in accordance with the terms of the
Issuer's Employee Stock Purchase Plan. The Agreement will terminate
automatically on the first date upon which PSINet is no longer the direct or
indirect holder of record of a majority of the Issuer's outstanding voting stock
entitled to vote generally in the election of directors calculated on a per vote
basis.
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