-----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, VErKUk8py8oT8PEve2g3ka8h7KhRx3Go1tRL11HSVxPI1bxgX2Q3+ezSriFwzNba XSCWTdJBTNqyV9waPtKHdQ== 0000950123-07-004966.txt : 20070403 0000950123-07-004966.hdr.sgml : 20070403 20070403161423 ACCESSION NUMBER: 0000950123-07-004966 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 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 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: 07744547 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 SC 13D/A 1 y32884sc13dza.txt AMENDMENT NO. 2 TO SCHEDULE 13D 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. 2)* ARBINET--THEXCHANGE, INC. (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) APRIL 3, 2007 (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: [ ] *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. SCHEDULE 13D - ------------------------------------- CUSIP NO. 03875 P100 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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 BOX 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 1,498,062 SHARES ---------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING ---------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 1,498,062 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,498,062 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES N/A (SEE(SEE INSTRUCTIONS) (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.82% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Amendment No. 2 INTRODUCTION This constitutes Amendment No. 2 to the statement on Schedule 13D, filed on behalf of Karen Singer, dated March 16, 2007, as first amended on March 20, 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 $7,789,741. 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. Thereafter, on April 3, 2007, Ms. Singer submitted a letter to the Special Committee of the Issuer, stating that as a result of the Issuer's refusal to allow Ms. Singer to enter into a non-disclosure agreement with the Issuer in order to evaluate certain of management's beliefs, Ms. Singer reiterates her position that the Issuer's common stock is presently undervalued and the only way to maximize shareholder value is for the Issuer to seek a potential third party purchaser and ascertain whether such a sale of the Company would indeed be in the best interests of all shareholders. In connection therewith, if the Issuer fails to diligently undertake a sale process, Ms. Singer intends to explore all of her options, including, but not limited to, those specified in the Notice. The Letter is filed as Exhibit 99.1 to this Amendment No. 2 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 1,498,062 shares of common stock of the Issuer as trustee of the Trust, comprising approximately 5.82% 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 3/28/2007 600 6.17000 Purchase 3/28/2007 15,100 6.18490 Purchase 3/29/2007 46,800 6.19650 Purchase 3/30/2007 2,300 6.11910 Purchase 3/30/2007 8,669 6.19125
(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 April 3, 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: April 3, 2007 /s/Karen Singer -------------------------------- Karen Singer EX-99.1 2 y32884exv99w1.txt LETTER FROM KAREN SINGER KAREN SINGER 212 VACCARO DRIVE CRESSKILL, NEW JERSEY 07626 April 3, 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 5.82% of the common stock of Arbinet -- Thexchange, Inc. (the "Company") as trustee of Singer Children's Management Trust. 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. In recent weeks my investment advisor had the opportunity to engage certain members of the Company's management to express my concerns. Management agreed with my investment advisor that the Company's common stock was presently undervalued, but were skeptical as to whether a sale of the Company would be the best alternative for maximizing shareholder value. Management expressed their belief that the Company's prospects potentially offer greater value to current shareholders than a sale. In response, my investment advisor requested information regarding the Company and its prospects in order to be able to evaluate their remarks. Further, in connection therewith, I offered to sign a non-disclosure agreement and to restrict my trading in the Company's common stock in accordance with applicable securities laws. The Company and this Special Committee has thus far refused to accept the offer and provide my investment advisor with any further information in support of management's belief. Given the Company's unwillingness to provide the necessary information to evaluate their position, I am left with no alternative but to reiterate my position -- the Company's common stock is presently undervalued and the only way to maximize shareholder value is for the Company to seek a potential third party purchaser and ascertain whether such a sale of the Company would indeed be in the best interests of all shareholders. It is my strong belief that a sale of the Company to a third party is the best way to maximize shareholder value at this time, and I implore the Company to take immediate actions in furtherance of a sale. Finally, as stated in my Schedule 13D/A, filed with the Securities and Exchange Commission on March 20, 2007 and the exhibit thereto, if the Company does not promptly and diligently bring the sale process to conclusion and present the results of such process to the shareholders for their consideration, I will continue to explore all of my options, including, but not limited to, nominating and seeking the election of the individuals named therein to the Company's Board of Directors. Sincerely yours, /s/ Karen Singer Karen Singer -----END PRIVACY-ENHANCED MESSAGE-----