- Amended Statement of Beneficial Ownership (SC 13D/A)
22 1월 2011 - 2:19AM
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. 17)
*
Arbinet Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03875 P100
(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)
January 18, 2011
(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.
TABLE OF CONTENTS
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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1,276,110
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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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1,276,110
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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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1,276,110
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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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23.2%
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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. 17 (this
Amendment No. 17
) 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 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 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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On November 10, 2010, in connection with the entry into an Agreement and
Plan of Merger, dated as of November 10, 2010 (the
Merger Agreement
), by
and among Primus Telecommunications Group, Incorporated, (
Primus
), PTG
Investments, Inc. (
PTG
) and the Issuer, (i) the Singer Childrens
Management Trust and the Issuer entered into a Stockholder Support and Voting
Agreement (the
Arbinet Support Agreement
), a copy of which was filed as
Exhibit 99.1 to the Form 8-K filed by the Issuer on November 12, 2010, and (ii) the
Singer Childrens Management Trust, Primus and PTG entered into a Stockholder
Support and Voting Agreement (the
Primus Support Agreement
and together
with the Arbinet Support Agreement, the
Support Agreements
), a copy of
which was filed as Exhibit 99.1 to the Form 8-K filed by Primus on November 12,
2010. Pursuant to the Support Agreements, the Singer Childrens Management Trust
agreed, in its capacity as a stockholder of Primus and Arbinet, respectively, to,
among other things, vote its shares of Primus common stock and Arbinet Common Stock
in favor of the Merger Agreement.
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The purpose of this Amendment is to report that, on January 18, 2011, AIP Acquisition LLC, a
limited liability company whose managing member is the Trust, offered to purchase certain
intellectual property assets of the Company. As of the date of this Amendment 17, the Company has
not responded to the Offer Letter.
Ms. Singer reserves the right, subject to the terms of the Standstill Agreement, the Amended
Stock Agreement and the Support Agreements, 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 7. Material to be Filed as Exhibits
Exhibit
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99.1 -
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Standstill Agreement, dated as of July 13, 2007 by and between Arbinet-thexchange, Inc. and
the Singer Childrens Family Trust, Karen Singer, and Gary Singer. (Filed as Exhibit 99.1 to
Schedule 13D by the Reporting Person with the Securities and Exchange Commission on July 23, 2007
and incorporated herein by reference).
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99.2 -
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Stock Ownership Agreement, dated as of May 30, 3008, among Arbinet-thexchange, Inc., and the
Singer Childrens Management Trust, Gary Singer and Karen Singer. (Filed as Exhibit 10.1 to Form
8-K by Arbinet-thexchange, Inc. with the SEC on June 10, 2008 and incorporated herein by
reference).
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99.3 -
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Letter, dated September 3, 2008 by Singer Childrens Management Trust to the Chairman of the
Board of the Issuer. (Filed as Exhibit 99.3 to Amendment No. 11 and incorporated herein by
reference).
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99.4 -
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Amended and Restated Stock Ownership Agreement, dated as of December 19, 2008, among
Arbinet-thexchange, Inc., and the Singer Childrens Management Trust, Gary Singer and Karen. (Filed
as Exhibit 99.4 to Amendment No 12 and incorporated herein by reference).
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99.5 -
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Stockholder Support and Voting Agreement, dated as of November 10, 2010, among Arbinet and
the Singer Childrens Management Trust (Filed as Exhibit 99.1 to Form 8- K by Arbinet Corporation
with the SEC on November 12, 2010 and incorporated herein by reference).
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99.6
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Stockholder Support and Voting Agreement, dated as of November 10, 2010, among Primus, PTG and
the Singer Childrens Management Trust (Filed as Exhibit 99.1 to Form 8-K by Primus
Telecommunications Group, Incorporated with the SEC on November 12, 2010 and incorporated herein by
reference).
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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.
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Dated: January 21, 2011
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/s/ Karen Singer
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Karen Singer
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