-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfFAxRcnSy6Smh9749qjJCX2NLHlYM1TLnsXu9yz1+llHfAMPZnWE222AUCTQZGH vgXOTDabPiz4DefSKySmcQ== 0000919574-08-003563.txt : 20080603 0000919574-08-003563.hdr.sgml : 20080603 20080603155506 ACCESSION NUMBER: 0000919574-08-003563 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARBINET THEXCHANGE INC CENTRAL INDEX KEY: 0001136655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133930916 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80439 FILM NUMBER: 08877527 BUSINESS ADDRESS: STREET 1: 120 ALBANY STREET, TOWER II STREET 2: SUITE 450 CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 7325099100 MAIL ADDRESS: STREET 1: 120 ALBANY STREET, TOWER II STREET 2: SUITE 450 CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD CENTRAL INDEX KEY: 0001222051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O LAMPE CONWAY & CO LLC STREET 2: 730 FIFTH AVENUE STE 1002 CITY: NEW YORK STATE: NY ZIP: 10019-4105 BUSINESS PHONE: 2125818989 SC 13D/A 1 d888915_13d-a.htm LAMPE, CONWAY d888915_13d-a.htm

 
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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)


03875P100
(CUSIP Number)


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].
 
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).


 
 
 
 
CUSIP No.
03875P100
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
LC Capital Master Fund, Ltd. (1)
  

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[_]

3.
SEC USE ONLY
  
     
     

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
     

7.
SOLE VOTING POWER
  
     
 
0
  

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*
  
     
 
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.
     
(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.


 
 
 
 
CUSIP No.
03875P100
    

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)
[_]

3.
SEC USE ONLY
  
     
     

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
  
     
 
Delaware
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

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.


 
 
 
 
CUSIP No.
03875P100
    

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)
[_]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
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
  
     
 
Delaware
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

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.


 
 
 


CUSIP No.
03875P100
    

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)
[_]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
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
  
     
 
United States
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

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.


 
 
 


CUSIP No.
03875P100
    

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)
[_]

3.
SEC USE ONLY
  
     
     

4.
SOURCE OF FUNDS*
  
     
 
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
  
     
 
United States
  

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
  
     
 
0
  

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.


 
 
 


CUSIP No.
03875P100
    
     

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.
     
     

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 wit h 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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