-----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, Tz6F4HS23GLWQf6dOSdn7PrbVTfM9N6cSSpfwttwTzGN2Mk7MPNw0z8TKXAeIkfT ZCXAKYkrD+w5Vid5iUPwaA== 0000950123-07-006994.txt : 20070508 0000950123-07-006994.hdr.sgml : 20070508 20070508164149 ACCESSION NUMBER: 0000950123-07-006994 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 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: 07828723 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: SINGER KAREN CENTRAL INDEX KEY: 0001265181 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 201-568-8206 MAIL ADDRESS: STREET 1: 113 JACKSON DRIVE CITY: CRESSKILL STATE: NJ ZIP: 07626 SC 13D/A 1 y34785sc13dza.txt AMENDMENT #3 TO SCHEDULE 13D ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hour per response.....14.5 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.3)* ARBINET-THEXCHANGE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 03875 P100 - -------------------------------------------------------------------------------- (CUSIP Number) KAREN SINGER 212 VACCARO DRIVE CRESKILL, NJ 07626 (201) 750-0415 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 8, 2007 - -------------------------------------------------------------------------------- (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 Section 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 Section 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). SCHEDULE 13D CUSIP NO. Page 2 of 5 Pages 03875 P100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KAREN SINGER - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,812,825 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,812,825 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,812,825 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.04% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Amendment No. 3 INTRODUCTION This constitutes Amendment No. 3 to the statement on Schedule 13D, filed on behalf of Karen Singer, dated March 16, 2007, as first amended on March 20, 2007, and as further amended on April 3, 2007 (the "Statement"), relating to the common stock (the "Common Stock") of Arbinet--thexchange, Inc., a Delaware corporation (the "Issuer"). 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 Trust, which was created pursuant to Trust Agreement, dated May 29, 1998 (the "Trust Agreement"). All of the shares of the Issuer reported above were purchased by funds generated and held by Trust. The aggregate amount of funds used for the purchase of these shares was approximately $9,763,218. ITEM 4. PURPOSE OF THE TRANSACTION. Items 4 of the Statement is hereby amended and restated in its entirety as follows: The shares of the Issuer covered by this Schedule 13D were acquired for investment purposes. Ms. Singer has decided that it would be in her best interest, and those of other stockholders, to take actions that may influence the business strategies and operations of the Issuer, including by discussion with the Issuer regarding the potential sale of the Issuer to a third party or parties and nominations of other candidates for election to the Board of Directors of the Issuer. Ms. Singer believes that the common stock of the Issuer is currently undervalued. On March 19, 2007, Ms. Singer submitted notice (the "Notice") to the Issuer, in accordance with the requirements of Issuer's Second Amended and Restated By-laws and/or the procedures outlined in the Company's most recent proxy statement, dated May 3, 2006, that Ms. Singer intends to nominate and seek the election of Mr. Shawn O'Donnell, Ms. Jill Thoerle and Mr. Stanley Kreitman (collectively, the "Nominees") to the Board of Directors of the Issuer. Ms. Singer believes that the Nominees are appropriate candidates for election and that the Nominees' presence on the Board of Directors will help to enhance stockholder value. On April 3, 2007, Ms. Singer submitted a letter to the Special Committee of the Issuer (the "Special Committee") reiterating the above position regarding stockholder value. On May 8, 2007, Ms. Singer submitted a letter to the Special Committee (the "Letter") requesting the immediate disclosure of the results of the Special Committee's exploration of strategic alternatives to enhance shareholder value. The lack of disclosure regarding the Special Committee process leaves Ms. Singer with concerns regarding the intent of the Special Committee. Ms. Singer urges the Special Committee to diligently and promptly conclude the process and present the results to shareholders for their consideration. The Letter is filed as Exhibit 99.1 to this Amendment No. 3 to Schedule 13D/A. Such actions could relate to or result in one or more of the matters referenced to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right 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 1,812,825 shares of common stock of the Issuer as trustee of the Trust, comprising approximately 7.04% of the outstanding shares of common stock of the Issuer. (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 since the filing of the initial statement on Schedule 13D:
No. of Transaction Trade date Shares Price/share Purchase 4/27/2007 131,612 6.25000 Purchase 5/1/2007 900 6.20000 Purchase 5/2/2007 400 6.20000 Purchase 5/3/2007 17,300 6.23010 Purchase 5/7/2007 164,551 6.25000
(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 Common Units being reported on this Schedule 13D. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Letter from Karen Singer to the Issuer, dated May 8, 2007 99.1 - SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: May 8, 2007 /s/ Karen Singer ---------------------------- Karen Singer EX-99.1 2 y34785exv99w1.txt EX-99.1: LETTER FROM KAREN SINGER TO ISSUER KAREN SINGER 212 VACCARO DRIVE CRESSKILL, NEW JERSEY 07626 May 8, 2007 VIA FACSIMILE AND FEDERAL EXPRESS Special Committee of Arbinet -- Thexchange, Inc. (the "Special Committee") Arbinet-thexchange, Inc. 120 Albany Street, Tower II, Suite 450 New Brunswick, New Jersey 08901 To the Special Committee; As the Special Committee is aware, I am beneficial owner of approximately 7.04% of the common stock of Arbinet -- Thexchange, Inc. (the "Company") as trustee of Singer Children's Management Trust. As previously stated to the Special Committee, it has been my position that it would be in the best interests of the Company and its shareholders for the Company to engage in discussions with third parties regarding the potential sale of the Company. I believe the common stock of the Company is undervalued and that it is incumbent on management and the Board of Directors of the Company to explore strategic alternatives, including the sale of the Company. On or about October 23, 2006, the Special Committee hired Jefferies & Company, Inc. ("Jefferies") as its financial advisor to explore a broad range of strategic alternatives to enhance shareholder value, including but not limited to a sale and/or merger of the Company. Seven months later, the Company's shareholders and I still await the results of this exploration. If the Special Committee and Jefferies have tangible results, including a potential buyer of the Company, they should immediately disclose such to the Company's shareholders. The Special Committee's lack of disclosure to date leaves me concerned with the intent of the Special Committee. We urge the Special Committee to diligently and promptly conclude the process and present the results to shareholders for their consideration. Sincerely yours, /s/ Karen Singer Karen Singer -----END PRIVACY-ENHANCED MESSAGE-----