Arbinet Thexchange Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
June 03 2008 - 3:55PM
Edgar (US Regulatory)
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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No.______
1
______)*
Arbinet-thexchange,
Inc.
|
(Name
of Issuer)
|
Common
Stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
Lampe,
Conway & Co., LLC
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
Tel:
(212) 581-8989
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
|
March
26, 2008
|
(Date
of Event Which Requires Filing of this
Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D Amendment,
and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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|
Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
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|
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
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|
The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
|
1.
|
NAME
OF REPORTING PERSONS
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|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|
|
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LC
Capital Master Fund, Ltd. (1)
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
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4.
|
SOURCE
OF FUNDS*
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|
|
|
|
|
WC
and/or AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
|
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman
Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,247,480
(2)
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9.
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SOLE
DISPOSITIVE POWER
|
|
|
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|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
[_]
|
|
|
|
|
2,247,480
(2)
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|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
2,247,480
(2)
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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|
|
CERTAIN
SHARES*
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|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
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|
8.80%
(3)
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|
14.
|
TYPE
OF REPORTING PERSON*
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|
|
|
|
|
CO
|
|
|
*SEE
INSTRUCTIONS BEFORE FILING OUT!
|
|
(1)
|
|
The
filing of this Schedule 13D Amendment shall not be construed as an
admission by this reporting person that it is the beneficial owner of any
securities covered hereby for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
(2)
|
|
Includes
(i) 2,044,055 held of record by LC Capital Master Fund, Ltd. and (ii)
203,425 held of record by LC Capital / Capital Z SPV, LP. The Reporting
Persons disclaim beneficial ownership of the securities reported herein
except to the extent of their respective beneficial interests, if any,
therein.
|
|
|
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(3)
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Based
on 25,534,516 shares of Common Stock outstanding as of May 1, 2008, as
reported in the Issuer's quarterly report on Form 10-Q for the period
ended March 31, 2008 filed with the Securities Exchange Commission on May
12, 2008.
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
LC
Capital / Capital Z SPV, LP (1)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
4.
|
SOURCE
OF FUNDS*
|
|
|
|
|
|
WC
and/or AF
|
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
|
|
|
|
|
|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,247,480
(2)
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
[_]
|
|
|
|
|
2,247,480
(2)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
2,247,480
(2)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES*
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.80%
(3)
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
|
PN
|
|
|
*SEE
INSTRUCTIONS BEFORE FILING OUT!
|
|
(1)
|
|
The
filing of this Schedule 13D Amendment shall not be construed as an
admission by this reporting person that it is the beneficial owner of any
securities covered hereby for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
(2)
|
|
Includes
(i) 2,044,055 held of record by LC Capital Master Fund, Ltd. and (ii)
203,425 held of record by LC Capital / Capital Z SPV, LP. The Reporting
Persons disclaim beneficial ownership of the securities reported herein
except to the extent of their respective beneficial interests, if any,
therein.
|
|
|
|
(3)
|
|
Based
on 25,534,516 shares of Common Stock outstanding as of May 1, 2008, as
reported in the Issuer's quarterly report on Form 10-Q for the period
ended March 31, 2008 filed with the Securities Exchange Commission on May
12, 2008.
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Lampe,
Conway & Co., LLC (1)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,247,480
(2)
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
[_]
|
|
|
|
|
2,247,480
(2)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
2,247,480
(2)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES*
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.80%
(3)
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
|
IA,
OO
|
|
|
*SEE
INSTRUCTIONS BEFORE FILING OUT!
|
|
(1)
|
|
The
filing of this Schedule 13D Amendment shall not be construed as an
admission by this reporting person that it is the beneficial owner of any
securities covered hereby for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
(2)
|
|
Includes
(i) 2,044,055 held of record by LC Capital Master Fund, Ltd. and (ii)
203,425 held of record by LC Capital / Capital Z SPV, LP. The Reporting
Persons disclaim beneficial ownership of the securities reported herein
except to the extent of their respective beneficial interests, if any,
therein.
|
|
|
|
(3)
|
|
Based
on 25,534,516 shares of Common Stock outstanding as of May 1, 2008, as
reported in the Issuer's quarterly report on Form 10-Q for the period
ended March 31, 2008 filed with the Securities Exchange Commission on May
12, 2008.
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Steven
G. Lampe (1)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,247,480
(2)
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
[_]
|
|
|
|
|
2,247,480
(2)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
2,247,480
(2)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES*
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.80%
(3)
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
|
IN
|
|
|
*SEE
INSTRUCTIONS BEFORE FILING OUT!
|
|
(1)
|
|
The
filing of this Schedule 13D Amendment shall not be construed as an
admission by this reporting person that it is the beneficial owner of any
securities covered hereby for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
(2)
|
|
Includes
(i) 2,044,055 held of record by LC Capital Master Fund, Ltd. and (ii)
203,425 held of record by LC Capital / Capital Z SPV, LP. The Reporting
Persons disclaim beneficial ownership of the securities reported herein
except to the extent of their respective beneficial interests, if any,
therein.
|
|
|
|
(3)
|
|
Based
on 25,534,516 shares of Common Stock outstanding as of May 1, 2008, as
reported in the Issuer's quarterly report on Form 10-Q for the period
ended March 31, 2008 filed with the Securities Exchange Commission on May
12, 2008.
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Richard
F. Conway (1)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[_]
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,247,480
(2)
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
[_]
|
|
|
|
|
2,247,480
(2)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
2,247,480
(2)
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
CERTAIN
SHARES*
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
8.80%
(3)
|
|
14.
|
TYPE
OF REPORTING PERSON*
|
|
|
|
|
|
IN
|
|
|
*SEE
INSTRUCTIONS BEFORE FILING OUT!
|
|
(1)
|
|
The
filing of this Schedule 13D Amendment shall not be construed as an
admission by this reporting person that it is the beneficial owner of any
securities covered hereby for any purposes other than Section 13(d) of the
Securities Exchange Act of 1934, as amended.
|
|
|
|
(2)
|
|
Includes
(i) 2,044,055 held of record by LC Capital Master Fund, Ltd. and (ii)
203,425 held of record by LC Capital / Capital Z SPV, LP. The Reporting
Persons disclaim beneficial ownership of the securities reported herein
except to the extent of their respective beneficial interests, if any,
therein.
|
|
|
|
(3)
|
|
Based
on 25,534,516 shares of Common Stock outstanding as of May 1, 2008, as
reported in the Issuer's quarterly report on Form 10-Q for the period
ended March 31, 2008 filed with the Securities Exchange Commission on May
12, 2008.
|
Item
1.
|
Security
and Issuer.
|
|
This
Amendment No. 1 to Schedule 13D, which amends the Schedule 13D dated July
20, 2007, relates to shares of the Common Stock, par value $0.001 per
share (the “Shares”), of Arbinet-thexchange, Inc., a Delaware corporation
(the “Company”). The Company’s principal executive offices are located at
120 Albany Street, Tower II, Suite 450, New Brunswick, New Jersey
08901.
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|
|
|
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Item
2.
|
Identity
and Background.
|
|
(a)
– (c) and (f)
This
Amendment No. 1 to Schedule 13D is being filed by:
LC
Capital Master Fund, Ltd. (the “Master Fund”);
LC
Capital / Capital Z SPV, LP (“SPV”);
Lampe,
Conway & Co., LLC (“LC&C”);
Steven
G. Lampe (“Lampe”); and
Richard
F. Conway (“Conway”).
Each
of the aforementioned may be referred to herein as a “Reporting Person”
and collectively may be referred to as “Reporting Persons.”
The
citizenship of each Reporting Person is as follows:
The
Master Fund: Cayman Islands corporation;
SPV:
Delaware partnership;
LC&C:
Delaware limited liability company;
Lampe:
United States citizen; and
Conway:
United States citizen.
The
principal business address for the Master Fund is:
|
|
c/o
Trident Fund Services (B.V.I.) Limited
P.O.
Box 146
Waterfront
Drive
Wickhams
Cay
Road
Town, Tortola
British
Virgin Islands.
|
|
The principal business address
for each Reporting Person other than the Master Fund
is:
|
|
c/o
Lampe, Conway & Co., LLC
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
|
|
The
principal business of the Master Fund and SPV is investing in securities.
The principal business of LC&C is providing investment advice. The
principal occupation of Lampe and Conway is investment management.
Information with respect to the executive officers and directors of the
Master Fund is attached as
Annex A
to
this Schedule 13D Amendment.
|
|
LLC&C acts
as investment manager to the Master Fund and SPV pursuant to certain
investment management agreements. Because LC&C shares voting and
dispositive power over the Shares by virtue of the aforementioned
investment agreements, LC&C may be deemed to have a beneficial
interest in the Shares. LC&C disclaims beneficial ownership of the
Shares except to the extent of its beneficial interest, if any,
therein.
|
|
Lampe
and Conway act as the sole managing members of LC&C and, as a result,
each of Lampe and Conway may be deemed to control such entity.
Accordingly, each of Lampe and Conway may be deemed to have a beneficial
interest in the Shares by virtue of LC&C’s indirect deemed control of
the Master Fund and SPV, LC&C’s power to vote and/or dispose of the
Shares. Each of Lampe and Conway disclaims beneficial ownership of the
Shares except to the extent of his respective beneficial interest, if any,
therein.
|
|
(d)
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
|
|
(e)
None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding were or are
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
|
|
|
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
The funds
used for the acquisition of the Shares came from the working capital of the
Master Fund and SPV.
No
borrowed funds were used to purchase the Shares, other than any borrowed funds
used for working capital purposes in the ordinary course of
business.
Item
4.
|
Purpose
of Transaction.
|
|
No
material change to Item 4 of the Schedule 13D filed on July 20,
2007.
Item
5.
|
Interest
in Securities of the Issuer.
|
|
|
|
|
(a)
As of the date hereof,
each Reporting Person may be deemed to be the beneficial owner of 2,247,480
Shares, constituting 8.80% of the Shares of the Company, based on 25,534,516
Shares outstanding as of May 1, 2008, as reported in the Company's quarterly
report on Form 10-Q for the period ended March 31, 2008 filed with the
Securities Exchange Commission on May 12, 2008.
Any
beneficial ownership of Shares by any person listed on
Annex A
is set forth
on such Annex.
(b) Each
Reporting Person has the sole power to vote or direct the vote of 0 Shares to
which this filing relates.
Each
Reporting Person has the shared power to vote or direct the vote of the
2,247,480 Shares to which this filing relates.
Each
Reporting Person has the sole power to dispose or direct the disposition of 0
Shares to which this filing relates.
Each
Reporting Person has the shared power to dispose or direct the disposition of
the 2,247,480 Shares to which this filing relates.
Each
Reporting Person specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest
therein.
If any
person listed on
Annex
A
has any power to vote or dispose of Shares, such information is
disclosed on such Annex.
(c)
For information regarding any transactions in the Shares effected by the
Reporting Persons during the past 60 days, please see
Annex B
and
Annex C
attached
hereto. All such transactions were open-market
transactions.
(d)
No person other than the Reporting Persons is known to have the right to
receive, or the power to direct the receipt of, dividends from, or proceeds from
the sale of, the Shares reported in this Schedule 13D Amendment.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
|
to
Securities of the Issuer.
No
material change to Item 6 of the Schedule 13D filed on July 20,
2007.
|
|
|
|
|
|
|
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
There is
filed herewith as Exhibit 1 a written agreement relating to the filing of joint
acquisition statements as required by Section 240.13d-1(k) under the Securities
Exchange Act of 1934, as amended.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
June 3, 2008
|
LC
CAPITAL MASTER FUND, LTD.
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Director
|
LAMPE,
CONWAY & CO., LLC
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
LC
CAPITAL / CAPITAL Z SPV, LP
By:
LC Capital Advisors LLC, its General Partner
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
By: /s/ Steven G.
Lampe
Name:
Steven G. Lampe
|
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
|
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
Annex A
Executive
Officers and Directors of
LC
Capital Master Fund, Ltd.
Name and Business
Address
Title with each
Entity
Richard
F. Conway
c/o
Lampe, Conway & Co., LLC
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
|
Director
|
Don
Seymour
dms
Management Limited
Cayman
Financial Centre
2nd
Floor
Dr.
Roy’s Drive
George
Town, Grand Cayman
Cayman
Islands
|
Director
|
Peter
Young
Rothstein
Kass & Co.
27
Hospital Road
George
Town, Grand Cayman
Cayman
Islands
|
Director
|
Annex B
LC
Capital Master Fund, Ltd.
Trade Date
|
No. of Shares
Purchased/(Sold)
|
Price per Share ($)
|
|
|
|
4/4/2008
|
19,404
|
3.75
|
4/7/2008
|
300
|
3.84
|
4/7/2008
|
(1,510)
|
4.10
|
4/14/2008
|
73,900
|
3.55
|
5/15/2008
|
200
|
3.70
|
5/30/2008
|
225,000
|
3.35
|
|
|
|
Annex C
LC
Capital / Capital Z SPV, LP
Trade Date
|
No. of Shares
Purchased/(Sold)
|
Price per Share ($)
|
|
|
|
4/4/2008
|
2,000
|
3.75
|
4/14/2008
|
7,000
|
3.55
|
5/30/2008
|
25,000
|
3.35
|
Exhibit
1
Joint
Acquisition Statement
Pursuant
to Section 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him, her or it contained therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
other entities or persons, except to the extent that he, she or it knows or has
reason to believe that such information is inaccurate.
Dated:
June 3, 2008
|
LC
CAPITAL MASTER FUND, LTD.
By:
/s/ Richard F. Conway
Name:
Richard F. Conway
Title:
Director
|
LAMPE,
CONWAY & CO., LLC
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
LC
CAPITAL / CAPITAL Z SPV, LP
By:
LC Capital Advisors LLC, its General Partner
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
Title:
Managing Member
|
By: /s/ Steven G.
Lampe
Name:
Steven G. Lampe
|
By: /s/ Richard F.
Conway
Name:
Richard F. Conway
|
SK 02979 0001
888915
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