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): August 3, 1998
PATHNET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-52247 52-1941838
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1015 31st Street NW
Washington, DC 20007
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(Address of principal executive offices)
Registrant's telephone number, including area code: (202) 625-7284
Item 5. Other Events
On August 5, 1998, Pathnet, Inc. (the "Company") sent a notice to the
holders of record (the "Warrant Holders") of its warrants ("the Warrants") to
purchase common stock, par value $.01 per share ("Common Stock"), issued
pursuant to the Warrant Agreement, dated as of April 8, 1998, between the
Company and The Bank of New York, as Warrant Agent (the "Warrant Agreement"),
that the Company had determined to adjust the exercise rate of the Warrants as
required by Section 5.01(a) of the Warrant Agreement on account of a 2.9-for-1
stock split of the Company's Common Stock effected by a stock dividend paid to
stockholders of record as of August 3, 1998. As a result, the exercise rate
shall be adjusted so that each Warrant will entitle the holder to purchase 3.19
shares of Common Stock. A copy of the notice to the Company's Warrant holders
pursuant to the Warrant Agreement is included as Exhibit 99.1 to this Report.
On August 5, 1998, the Company also notified the Warrant Holders
pursuant to Section 2.2(b) of the Warrant Registration Rights Agreement, dated
as of April 8, 1998, by and among the Company, the Initial Purchasers named
therein and the other signatories thereto (the "Warrant Registration Rights
Agreement"), that the Company had been informed in writing by the managing
underwriters of the Company's proposed initial public offering (the "Offering")
that in the opinion of such managing underwriters the total number of shares of
Common Stock which the Company intends to include in the Offering is such that
participation in the Offering by holders of Registrable Securities under the
Warrant Registration Rights Agreement would materially and adversely affect the
success of the Offering, including the price at which the Common Stock could be
sold. As a result of this determination, the Company has decided not to include
in the Offering any Registrable Securities under the Warrant Registration Rights
Agreement. A copy of the notice delivered to the Warrant Holders pursuant to the
Warrant Registration Rights Agreement is included as Exhibit 99.2 to this
Report.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
Exhibit 99.1 Notice to Warrant holders pursuant to Warrant
Agreement
Exhibit 99.2 Notice to Warrant holders pursuant to Warrant
Registration Rights Agreement
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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.
PATHNET, INC.
By: /s/ Michael A. Lubin
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Name: Michael A. Lubin
Title: Vice President,
General Counsel and Secretary
Dated: August 5, 1998
EXHIBIT INDEX
PATHNET, INC.
Current Report on Form 8-K
Dated August 5, 1998
Exhibit No. Description
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Exhibit 99.1 Notice to Warrant holders pursuant to Warrant
Agreement
Exhibit 99.2 Notice to Warrant holders pursuant to Warrant
Registration Rights Agreement