8-K 1 e8-k.txt XPEDIOR INCORPORATED 1 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 XPEDIOR INCORPORATED (Exact name of Registrant as specified in charter) DELAWARE 0-28491 76-0556713 (State or other jurisdiction (Commission File (I.R.S. employer of incorporation) Number) identification No.) One North Franklin, Suite 1500, Chicago, IL 60606 (Address of Principal Executive Offices) (Zip Code) (800) 462-6301 Registrant's Telephone number including area code 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On June 15, 2000, PSINet Inc., a New York corporation ("PSINet"), acquired Metamor Worldwide, Inc., a Delaware corporation ("Metamor"). In the acquisition, which was affected through the merger of a wholly-owned subsidiary of PSINet with and into Metamor (the "Merger"), shareholders of Metamor received 0.9 shares of PSINet common stock in exchange for each share of common stock of Metamor. Both before and after giving effect to the Merger, Metamor was the record and beneficial owner of 40,005,048, or 80%, of outstanding shares of common stock of Xpedior Incorporated, a Delaware corporation ("Xpedior"). As a result of the Merger, PSINet also became the beneficial owner of such shares of common stock of Xpedior. ITEM 5. OTHER EVENTS. On June 15, 2000, Xpedior issued a Convertible Note to PSINet (the "Convertible Note") for $50,000,000 pursuant to a Purchase Agreement dated as of June 15, 2000 (the "Purchase Agreement") between PSINet and Xpedior. The Convertible Note shall automatically convert, in accordance with its terms and the Purchase Agreement, into 1,000,000 shares (the "Preferred Shares") of Xpedior's Series A 8 1/2% Cumulative Convertible Preferred Stock, $0.01 par value per share, on the twentieth day following the delivery by Xpedior to its common stockholders of the Information Statement relating to the approval by Metamor of the issuance of the Preferred Shares contemplated by the Purchase Agreement. A copy of the Purchase Agreement and the form of the Certificate of Designations of the Series A Preferred Stock is filed herewith. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS

-2- 3 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. XPEDIOR INCORPORATED /s/ Caesar J. Belbel ------------------------------------------ Caesar J. Belbel Senior Vice President, General Counsel and Secretary Date: June 28, 2000 4 EXHIBIT INDEX

-4-

XPEDIOR INC 8-K