1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------
PSINET CONSULTING SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0407849
(State of incorporation or organization) (I.R.S. Employer Identification Number)
4400 POST OAK PARKWAY
SUITE 1100 77027-3413
HOUSTON, TEXAS (Zip Code)
(Address of principal executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: ___________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
(None)
Securities to be registered pursuant to Section 12(g) of the Act:
2.94% Convertible Subordinated Notes due 2004
2
The registrant hereby amends Items 1 and 2 of its Form 8-A dated August
1, 1997, filed by it under its former name, Corestaff, Inc.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Item 1 is amended by adding thereto the following:
On June 15, 2000, Metamor (formerly named Corestaff, Inc.) merged with
a subsidiary of PSINet Inc., a New York corporation ("PSINet") (Nasdaq: PSIX),
pursuant to the terms of the previously announced agreement and plan of merger
dated as of March 21, 2000. As a result of the merger, Metamor became a
wholly-owned subsidiary of PSINet and changed its name to PSINet Consulting
Solutions, Inc. Each issued and outstanding share of Metamor's common stock was
converted into the right to receive 0.9 shares of PSINet common stock.
In connection with the merger, Metamor, PSINet and The Bank of New
York, as trustee, entered into a supplement to the indenture governing Metamor's
outstanding 2.94% Convertible Subordinated Notes Due 2004 (the "Notes"),
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. In
addition, the supplemental indenture changes the "Fundamental Change" redemption
provisions in the Notes to refer to PSINet common stock and changes the
"Reference Market Price" referred to in such provisions to $21.3889. The Notes
otherwise continue to be governed by the terms of the indenture, as
supplemented. The foregoing summary is qualified by reference to the
supplemental indenture, which is filed as an exhibit hereto and incorporated
herein by reference.
ITEM 2. EXHIBITS.
Item 2 is amended by adding thereto the following exhibit:
2. First Supplemental Indenture dated as of June 15, 2000 among
Metamor, PSINet and The Bank of New York as Trustee (incorporated by reference
from Exhibit 4.1 to PSINet Consulting Solutions, Inc.'s Current Report on Form
8-K dated June 15, 2000 located under Securities and Exchange Commission File
No. 0-26970).
2
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATED: June 27, 2000
PSINET CONSULTING SOLUTIONS, INC.
By:
--------------------------------------
Name: Margaret G. Reed
Title: Senior Vice President