SC 13D/A 1 d1083645_13d-a.htm d1083645_13d-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

Arbinet Corporation
(Name of Issuer)

Common Stock, par value $.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 19, 2010
(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 ss.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 § 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.
  

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

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
  
     
 
2,138,303
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
2,138,303
  


 
 
 


11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
2,138,303
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
9.7%
  

14.
TYPE OF REPORTING PERSON
  
     
 
CO
  
     
     



 
 
 


CUSIP No.
03875P100
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Lampe, Conway & Co., LLC
  

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

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
  
     
 
2,162,423
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
2,162,423
  


 
 
 


11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
2,162,423
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
9.8%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IA, OO
  
     
     


 
 
 


CUSIP No.
03875P100
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Steven G. Lampe
  

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

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
  
     
 
2,162,423
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
2,162,423
  


 
 
 


11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
2,162,423
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
9.8%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IN, HC
  
     
     


 
 
 


CUSIP No.
03875P100
    

1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Richard F. Conway
  

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

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
  
     
 
2,162,423
  

9.
SOLE DISPOSITIVE POWER
     
 
0
  

10.
SHARED DISPOSITIVE POWER
    
     
 
2,162,423
  


 
 
 


11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
 
  
 
2,162,423
  

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        [_]
 
CERTAIN SHARES
  
     

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
     
 
9.8%
  

14.
TYPE OF REPORTING PERSON
  
     
 
IN, HC
  
     
     


 
 
 


CUSIP No.
03875P100
    
     

Item 1.
Security and Issuer.
  

This Amendment No. 2 to Schedule 13D, which amends the Schedule 13D dated June 3, 2008, relates to the shares of Common Stock, par value $.001 per share (the “Common Stock”) of Arbinet Corporation, a Delaware corporation (the “Issuer”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The principal executive offices of the Issuer are located at 120 Albany Street, Tower II, New Brunswick, New Jersey 08901.
 

Item 2.
Identity and Background.
  
     

(a)
This Schedule 13D is being filed by Lampe, Conway & Co., LLC (“LC&C”), the investment manager of LC Capital Master Fund, Ltd. (the “Master Fund”), the Master Fund, Steven G. Lampe (“Lampe”), a managing member of LC&C, and Richard F. Conway (“Conway”), a managing member of LC&C (LC&C, the Master Fund, Lampe and Conway, collectively the “Reporting Persons”).
 
  
(b)
The principal business address for each of LC&C, Lampe and Conway is:
 
680 Fifth Avenue – 12th Floor
New York, New York 10019-5429
 
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
 
  
(c)
The principal business of the Master Fund 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.
  
     
 
LC&C acts as investment manager to the Master Fund pursuant to certain investment management agreements.  Because LC&C shares voting and dispositive power over the shares of Common Stock by virtue of the aforementioned investment agreements, LC&C may be deemed to have a beneficial interest in the shares of Common Stock.  LC&C disclaims beneficial ownership of the shares of Common Stock except to the extent of its pecuniary 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 of Common Stock by virtue of LC&C’s indirect control of the Master Fund and LC&C’s power to vote and/or dispose of the shares of Common Stock. Each of Lampe and Conway disclaims beneficial ownership of the shares of Common Stock except to the extent of his respective pecuniary interest, if any, therein.
  
     
(d), (e)
None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violations with respect to such laws.
  
     
(f)
The citizenship of each Reporting Person is as follows:
 
The Master Fund: Cayman Islands corporation;
 
LC&C: Delaware limited liability company;
 
Lampe: United States citizen; and
 
Conway: United States citizen.
  


Item 3.
Source and Amount of Funds or Other Consideration.
  

The funds used for the acquisition of the shares of Common Stock came from the working capital and/or an affiliate of the Reporting Persons.

No borrowed funds were used to purchase the shares of Common Stock, other than any borrowed funds used for working capital purposes in the ordinary course of business.
 

Item 4.
Purpose of Transaction.
  

This Schedule 13D is being amended to report material changes in the beneficial ownership of shares of Common Stock of the Reporting Persons.
 
The Reporting Persons have acquired their Common Stock of the Issuer for investment.  The  Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any material change in the present capitalization or dividend policy of the Issuer; (c) any material change in the operating policies or corporate structure of the Issuer; (d) any change in the Issuer's charter or by-laws; (e) the Common Stock of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (f) causing the Issuer becoming eligible for termination of registration  pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

 
 
 


The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders  of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend  courses of action to management and the shareholders of the Issuer.
 
 

 
Item 5.
Interest in Securities of the Issuer.
  
     
(a), (b)
As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 2,138,303 shares of Common Stock, representing 9.7% of the Common Stock outstanding and deemed to be outstanding based upon 22,006,260 shares outstanding as of the date of this filing.
  
     
 
The Master Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 2,138,303 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 2,138,303 shares of Common Stock.
  
     
 
The Master Fund specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.
  
     
 
As of the date hereof, LC&C may be deemed to be the beneficial owner of 2,162,423 shares of Common Stock, representing 9.8% of the Common Stock outstanding and deemed to be outstanding based upon 22,006,260 shares outstanding as of the date of this filing.
  
     
 
LC&C has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 2,162,423 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 2,162,423 shares of Common Stock.
  
     
 
LC&C specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, if any.
  
     
 
As of the date hereof, Lampe may be deemed to be the beneficial owner of 2,162,423 shares of Common Stock, representing 9.8% of the Common Stock outstanding and deemed to be based upon 22,006,260 shares outstanding as of the date of this filing.
  
     
 
Lampe has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 2,162,423 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 2,162,423 shares of Common Stock.
  

 
 
 


     
 
Lampe specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, if any.
  
     
 
As of the date hereof, Conway may be deemed to be the beneficial owner of 2,162,423 shares of Common Stock, representing 9.8% of the Common Stock outstanding and deemed to be outstanding based upon 22,006,260 shares outstanding as of the date of this filing.
  
     
 
Conway has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of 2,162,423 shares of Common Stock; has sole power to dispose or direct the disposition of 0 shares of Common Stock; and has shared power to dispose or direct the disposition of 2,162,423 shares of Common Stock.
  
     
 
Conway specifically disclaims beneficial ownership in the shares of Common Stock reported herein except to the extent of his pecuniary interest therein, if any.
  
     
(c)
For information regarding any transactions in the Common Stock effected by the Reporting Persons during the past 60 days, please see Annex B 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.
  
     
(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 Amendment filed on June 3, 2008.


Item 7.
Material to be Filed as Exhibits.
  
     
1.
Joint Filing Agreement, by and among the Reporting Persons, dated March 25, 2010
  
     



 
 
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 25, 2010

   
   
 
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
 
 
By: /s/ Steven G. Lampe*
Name: Steven G. Lampe
 
 
By: /s/ Richard F. Conway*
Name: Richard F. Conway


*The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein.



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 with 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 / Capital Z SPV, LP

Trade Date
No. of Common Shares Purchased/(Sold)
Price per Share ($)
     
3/19/2010
(42,953)
2.01
3/22/2010
(158,649)
1.98
     
     





 
 
 

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 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 or it knows or has reason to believe that such information is inaccurate.

Dated: March 25, 2010

 
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
   
 
 
By: /s/ Steven G. Lampe
Name: Steven G. Lampe
   
 
 
By: /s/ Richard F. Conway
Name: Richard F. Conway
 





SK 02979 0002 1083645