- Amended Statement of Beneficial Ownership (SC 13D/A)
March 25 2010 - 4:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2)*
Arbinet
Corporation
|
(Name
of Issuer)
|
Common
Stock, par value $.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
19, 2010
|
(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, 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 [ ].
|
|
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.
|
|
* 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.
|
|
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
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
LC
Capital Master Fund, Ltd.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[X]
|
4.
|
SOURCE
OF FUNDS
|
|
|
|
|
|
WC
and/or AF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
|
|
|
|
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman
Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
2,138,303
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
2,138,303
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
|
|
2,138,303
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
9.7%
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
CO
|
|
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Lampe,
Conway & Co., LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[X]
|
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
|
|
|
|
|
|
2,162,423
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
2,162,423
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
|
|
2,162,423
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
9.8%
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
IA,
OO
|
|
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Steven
G. Lampe
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[X]
|
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
|
|
|
|
|
|
2,162,423
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
2,162,423
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
|
|
2,162,423
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
9.8%
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
IN,
HC
|
|
|
|
|
|
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Richard
F. Conway
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
|
[_]
|
|
|
(b)
|
[X]
|
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
|
|
|
|
|
|
2,162,423
|
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
2,162,423
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
|
|
|
|
2,162,423
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
[_]
|
|
CERTAIN
SHARES
|
|
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
9.8%
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
IN,
HC
|
|
|
|
|
|
|
|
Item
1.
|
Security
and Issuer.
|
|
This
Amendment No. 2 to Schedule 13D, which amends the Schedule 13D dated June
3, 2008, relates to the shares of Common Stock, par value $.001 per share
(the “Common Stock”) of Arbinet Corporation, a Delaware corporation (the
“Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The principal
executive offices of the Issuer are located at 120 Albany Street, Tower
II, New Brunswick, New Jersey 08901.
|
|
Item
2.
|
Identity
and Background.
|
|
|
|
|
(a)
|
This
Schedule 13D is being filed by Lampe, Conway & Co., LLC (“LC&C”),
the investment manager of LC Capital Master Fund, Ltd. (the “Master
Fund”), the Master Fund, Steven G. Lampe (“Lampe”), a managing member of
LC&C, and Richard F. Conway (“Conway”), a managing member of LC&C
(LC&C, the Master Fund, Lampe and Conway, collectively the “Reporting
Persons”).
|
|
(b)
|
The
principal business address for each of LC&C, Lampe and Conway
is:
680
Fifth Avenue – 12th Floor
New
York, New York 10019-5429
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
|
|
(c)
|
The
principal business of the Master Fund 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.
|
|
|
|
|
|
LC&C
acts as investment manager to the Master Fund pursuant to certain
investment management agreements. Because LC&C shares
voting and dispositive power over the shares of Common Stock by virtue of
the aforementioned investment agreements, LC&C may be deemed to have a
beneficial interest in the shares of Common Stock. LC&C
disclaims beneficial ownership of the shares of Common Stock except to the
extent of its pecuniary 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 of Common Stock by virtue of LC&C’s indirect
control of the Master Fund and LC&C’s power to vote and/or dispose of
the shares of Common Stock. Each of Lampe and Conway disclaims beneficial
ownership of the shares of Common Stock except to the extent of his
respective pecuniary interest, if any, therein.
|
|
|
|
|
(d),
(e)
|
None
of the Reporting Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is 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 violations
with respect to such laws.
|
|
|
|
|
(f)
|
The
citizenship of each Reporting Person is as follows:
The
Master Fund: Cayman Islands corporation;
LC&C:
Delaware limited liability company;
Lampe:
United States citizen; and
Conway:
United States citizen.
|
|
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
|
The funds
used for the acquisition of the shares of Common Stock came from the working
capital and/or an affiliate of the Reporting Persons.
No
borrowed funds were used to purchase the shares of Common Stock, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
Item
4.
|
Purpose
of Transaction.
|
|
This
Schedule 13D is being amended to report material changes in the beneficial
ownership of shares of Common Stock of the Reporting Persons.
The
Reporting Persons have acquired their Common Stock of the Issuer for
investment. The Reporting Persons have no plans or
proposals as of the date of this filing which, other than as expressly set forth
below, would relate to or would result in: (a) any extraordinary corporate
transaction involving the Issuer; (b) any material change in the present
capitalization or dividend policy of the Issuer; (c) any material change in the
operating policies or corporate structure of the Issuer; (d) any change in the
Issuer's charter or by-laws; (e) the Common Stock of the Issuer ceasing to be
authorized to be quoted in the NASDAQ inter-dealer quotation system; or (f)
causing the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934.
The
Reporting Persons have been and may continue to be in contact with members of
the Issuer's management, the Issuer's Board of Directors, other significant
shareholders and others regarding alternatives that the Issuer could employ to
maximize shareholder value.
The
Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose
should they determine to do so, and/or to recommend courses of action
to management and the shareholders of the Issuer.
Item
5.
|
Interest
in Securities of the Issuer.
|
|
|
|
|
(a),
(b)
|
As
of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 2,138,303 shares of Common Stock, representing 9.7% of the Common
Stock outstanding and deemed to be outstanding based upon 22,006,260
shares outstanding as of the date of this filing.
|
|
|
|
|
|
The
Master Fund has the sole power to vote or direct the vote of 0 shares of
Common Stock; has the shared power to vote or direct the vote of 2,138,303
shares of Common Stock; has sole power to dispose or direct the
disposition of 0 shares of Common Stock; and has shared power to dispose
or direct the disposition of 2,138,303 shares of Common
Stock.
|
|
|
|
|
|
The
Master Fund specifically disclaims beneficial ownership in the shares of
Common Stock reported herein except to the extent of its pecuniary
interest therein.
|
|
|
|
|
|
As
of the date hereof, LC&C may be deemed to be the beneficial owner of
2,162,423 shares of Common Stock, representing 9.8% of the Common Stock
outstanding and deemed to be outstanding based upon 22,006,260 shares
outstanding as of the date of this filing.
|
|
|
|
|
|
LC&C
has the sole power to vote or direct the vote of 0 shares of Common Stock;
has the shared power to vote or direct the vote of 2,162,423 shares of
Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 2,162,423 shares of Common Stock.
|
|
|
|
|
|
LC&C
specifically disclaims beneficial ownership in the shares of Common Stock
reported herein except to the extent of its pecuniary interest therein, if
any.
|
|
|
|
|
|
As
of the date hereof, Lampe may be deemed to be the beneficial owner of
2,162,423 shares of Common Stock, representing 9.8% of the Common Stock
outstanding and deemed to be based upon 22,006,260 shares outstanding as
of the date of this filing.
|
|
|
|
|
|
Lampe
has the sole power to vote or direct the vote of 0 shares of Common Stock;
has the shared power to vote or direct the vote of 2,162,423 shares of
Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 2,162,423 shares of Common Stock.
|
|
|
|
|
|
Lampe
specifically disclaims beneficial ownership in the shares of Common Stock
reported herein except to the extent of his pecuniary interest therein, if
any.
|
|
|
|
|
|
As
of the date hereof, Conway may be deemed to be the beneficial owner of
2,162,423 shares of Common Stock, representing 9.8% of the Common Stock
outstanding and deemed to be outstanding based upon 22,006,260 shares
outstanding as of the date of this filing.
|
|
|
|
|
|
Conway
has the sole power to vote or direct the vote of 0 shares of Common Stock;
has the shared power to vote or direct the vote of 2,162,423 shares of
Common Stock; has sole power to dispose or direct the disposition of 0
shares of Common Stock; and has shared power to dispose or direct the
disposition of 2,162,423 shares of Common Stock.
|
|
|
|
|
|
Conway
specifically disclaims beneficial ownership in the shares of Common Stock
reported herein except to the extent of his pecuniary interest therein, if
any.
|
|
|
|
|
(c)
|
For
information regarding any transactions in the Common Stock effected by the
Reporting Persons during the past 60 days, please see
Annex B
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.
|
|
|
|
|
(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 Amendment filed on June 3,
2008.
Item
7.
|
Material
to be Filed as Exhibits.
|
|
|
|
|
1.
|
Joint
Filing Agreement, by and among the Reporting Persons, dated March 25,
2010
|
|
|
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
March 25, 2010
|
|
|
|
|
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
|
|
By:
/s/ Steven G. Lampe
*
Name:
Steven G. Lampe
|
|
By:
/s/ Richard F.
Conway
*
Name:
Richard F. Conway
|
*The
Reporting Persons disclaim beneficial ownership in the shares reported herein
except to the extent of their pecuniary interest therein.
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 / Capital Z SPV, LP
Trade
Date
|
No. of Common Shares
Purchased/(Sold)
|
Price per Share
($)
|
|
|
|
3/19/2010
|
(42,953)
|
2.01
|
3/22/2010
|
(158,649)
|
1.98
|
|
|
|
|
|
|
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 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 or it knows or has reason to
believe that such information is inaccurate.
Dated:
March 25, 2010
|
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
|
|
|
|
By:
/s/ Steven G. Lampe
Name:
Steven G. Lampe
|
|
|
|
By:
/s/ Richard F. Conway
Name:
Richard F. Conway
|
SK 02979 0002
1083645
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