- Amended Statement of Beneficial Ownership (SC 13D/A)
May 24 2010 - 12:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 15 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Karen Singer
212 Vaccaro Drive
Cresskill, NJ 07626
(201) 750-0415
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:
o
*The remainder of this cover page shall be filled out for a reporting persons 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.
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CUSIP No.
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03875 P100
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
KAREN SINGER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES
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7
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SOLE VOTING POWER
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NUMBER OF
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4,914,669
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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4,914,669
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WITH
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10
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,914,669
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
N/A
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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22.4%
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14
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TYPE OF REPORTING PERSON
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IN
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This constitutes Amendment No. 15 (
Amendment No. 15
) to the statement on Schedule
13D, filed on behalf of Karen Singer (
Ms. Singer
and/or the
Reporting Person
),
dated March 16, 2007, as amended (the
Statement
), relating to the common stock (the
Common Stock
) of Arbinet Corporation, a Delaware corporation (the
Issuer
or
Arbinet
). Unless specifically amended or modified hereby, the disclosure set forth in the
Statement shall remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated as follows:
Ms. Singer is the trustee of the Singer Childrens Family Trust (the
Trust
), which was
created pursuant to that certain Trust Agreement, dated May 29, 1998 (the
Trust
Agreement
). All of the shares of Common Stock of the Issuer reported herein were purchased by
funds generated and held by the Trust. The aggregate amount of funds used for the purchase of these
shares was approximately $21,066,689.00.
Item 4. Purpose of the Transaction.
Items 4 of the Statement is hereby amended and restated in its entirety as follows:
The shares of Common Stock of the Issuer covered by this Schedule 13D were acquired for
investment purposes. Ms. Singer has previously disclosed the following:
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On March 19, 2007, Ms. Singer submitted notice (the
Notice
) to
the Issuer, in accordance with the requirements of Issuers Second Amended and
Restated By-laws and/or the procedures outlined in the Issuers most recent proxy
statement, dated May 3, 2006, that would enable Ms. Singer to nominate Mr. Shawn
ODonnell, Ms. Jill Thoerle and Mr. Stanley Kreitman to be elected to the Board of
Directors of the Issuer (the
Board
).
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On July 13, 2007, Ms. Singer entered in to a Settlement and Standstill
Agreement, dated as of July 13, 2007 by and among Arbinet, the Singer Childrens
Family Trust, Ms. Singer, and Gary Singer (the
Standstill Agreement
).
Pursuant to the terms of the Standstill Agreement, on July 13, 2007, Arbinet
increased the size of the Board from six to nine members and appointed Mr. ODonnell
and Ms. Thoerle to the Board as Class III directors, with terms expiring at the 2007
Annual Meeting of Stockholders, and Mr. Kreitman to the Board as a Class II
director, with a term expiring at the 2009 Annual Meeting of Stockholders. Arbinet
also agreed to nominate Michael J. Ruane, a current Class III director, Mr.
ODonnell, and Ms. Thoerle (collectively, the
2007 Nominees
) for election
to the Board as Class III directors at the 2007 Annual Meeting of Stockholders and
to use its reasonable best efforts to elect each of the 2007 Nominees. Ms. Singer
agreed that she would withdraw and terminate the Notice in connection upon the
appointment of Mr. ODonnell, Ms. Thoerle, and Mr. Kreitman to the Board. Ms.
Singer also agreed to vote all of the Trusts shares of the Issuer in favor of the
2007 Nominees at the 2007 Annual Meeting of Stockholders.
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Until July 13, 2008 (the
Standstill Period
), Ms. Singer has
agreed to vote in favor of any matter brought before a stockholder meeting held
during the Standstill Period upon the recommendation of the Board by a two-thirds
vote of the Board members voting unless her fiduciary duties require otherwise.
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On May 30, 2008, Ms. Singer entered into a Stock Ownership Agreement,
dated as of May 30, 2008 (the
Stock Agreement
), by and among the Issuer,
the Singer Childrens Management Trust, Gary Singer and Ms. Singer which provides,
on the terms and subject to the conditions set forth in the Stock Agreement, for a
waiver of the applicability of the provisions of Section 203 (
Section 203
)
of the Delaware General Corporation Law.
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Pursuant to the terms of the Stock Agreement, the Board of Directors of
the Issuer approved, for purposes of Section 203, the purchase by the Trust of up to
eighteen percent of the outstanding voting stock of the Issuer through open market
purchases, privately negotiation transactions or otherwise.
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The Stock Agreement also provides that if, at any time during the three
year period from the date of the Stock Agreement, Ms. Singer, Gary Singer or the
Singer Childrens Management Trust (collectively, the
Singer Entities
)
becomes the owner of eighteen percent or more of the outstanding voting stock of the
Issuer, the Singer Entities will not be able to engage in any business combination
(as defined in Section 203) with the Issuer for a period of three years following
the date on which the Singer Entities became the owner of eighteen percent or more
of the outstanding voting stock of the Issuer. The above summary of the Stock
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Stock Agreement.
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On September 3, 2008, the Singer Childrens Management Trust requested,
pursuant to a certain letter to the Chairman of the Board of the Company, that the
Board of Directors of the Issuer approve the elimination of the stock ownership
restrictions contained in the Stock Agreement. This request was made so that,
notwithstanding the fact that the Singer Entities may, together with their
Affiliates and Associates, acquire ownership of 18% or more of the Issuers
outstanding voting stock, the Singer Entities and such Affiliates and Associates
will be able, for purposes of Section 203(a)(1) of the Delaware General Corporate
Law, to engage in any business combination with the Issuer at any time during the
three-year period after the date on which the Singer Entities and such Affiliates
and
Associates acquire such ownership.
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On December 19, 2008, the Singer Childrens Management Trust and the
Company entered into that certain Amended and Restated Stock Ownership Agreement
(the
Amended Stock Agreement
), a copy of which was filed as Exhibit 99.4
to the Amendment No. 12 to the Statement, dated December 22, 2008 (
Amendment
No. 12
). Pursuant to the Amended Stock Agreement, a committee of disinterested
members of the Board of Directors of the Issuers approved the purchase by the Trust
of up to 5,141,608 shares of the outstanding voting stock of the Issuer (the
Share Limit
). The Amended Stock Agreement also provides that if, at any
time during the three year period from the date of the Amended Stock Agreement, the
Singer Entities, together with their affiliates and associates, become the owner of
shares of voting stock of the Issuer exceeding the
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4
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Share Limit, the parties agree that neither the Singer Entities nor any of their
respective affiliates or associates will be able to engage in any business
combination with the Issuer for a period of three years following the date on which
the Singer Entities exceed the Share Limit, subject to certain exceptions. The above
summary of the Amended Stock Agreement does not purport to be complete and is
qualified in its entirety by reference to the Amended Stock Agreement.
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The purpose of this Amendment is to report that, since the filing of Amendment No. 14, a
material change occurred in the percentage of Shares beneficially owned by Ms. Singer.
Ms. Singer reserves the right, subject to the terms of the Standstill Agreement and the Stock
Agreement, to take any and all actions permitted by applicable law that she may deem appropriate to
maximize the value of her investments in light of her general investment policies, market
conditions, subsequent developments affecting the Issuer and the general business and future
prospects of the Issuer.
Item 5. Interest in Securities of the Issuer.
Items 5 of the Statement is hereby amended and restated in its entirety as follows:
(a)
Ms. Singer is the beneficial owner of 4,914,669 shares of Common Stock of the Issuer as
trustee of the Trust, comprising approximately 22.4% of the outstanding shares of Common Stock.
(b)
Ms. Singer has sole dispositive and voting power over all of the shares of Common Stock of
the Issuer reported on this Schedule 13D.
(c)
Ms. Singer has effected the following transactions in shares of Common Stock of the
Issuer on the open market in the past 60 days:
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No. of
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Transaction
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Trade date
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Shares
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Price/share
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Purchase
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3/19/2010
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10,000
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2.00
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Purchase
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3/22/2010
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125,000
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1.97
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Purchase
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5/5/2010
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5,737
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1.9451
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Purchase
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5/6/2010
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26,000
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1.9562
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Purchase
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5/10/2010
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1,300
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1.96
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Purchase
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5/11/2010
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600
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1.96
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Purchase
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5/12/2010
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613
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1.93
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Purchase
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5/13/2010
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200
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1.92
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Purchase
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5/14/2010
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800
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1.93
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Purchase
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5/17/2010
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1,000
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1.93
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Purchase
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5/18/2010
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33,467
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1.9238
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Purchase
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5/19/2010
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9,875
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1.85
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Purchase
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5/20/2010
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1,000
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1.85
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(d)
No person other than Ms. Singer has the right to receive or the power to direct the
receipt of distributions or dividends from, or the proceeds from the transfer of, the reported
securities.
(e)
Not applicable.
5
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is true, complete and
correct.
Dated: May 24, 2010
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/s/ Karen Singer
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Karen Singer
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6
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