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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Arbinet Corp. (MM) | NASDAQ:ARBX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.59 | 0 | 01:00:00 |
Item 4. Purpose of the Transaction | ||||||||
Item 7. Material to be Filed as Exhibits | ||||||||
SIGNATURES |
CUSIP No.
|
03875 P100
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KAREN SINGER |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a) o | |||||||||||
(b) o | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
UNITED STATES | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,276,110 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,276,110 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,276,110 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o N/A | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
23.2% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
| 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 ). | ||
| 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. | ||
| 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. | ||
| 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. |
| 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. | ||
| 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. | ||
| 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. | ||
| 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. |
4
| 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. |
99.1 -
|
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). |
5
99.4 -
|
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 -
|
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
|
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). |
6
Dated: January 21, 2011 | ||||
/s/ Karen Singer |
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Karen Singer |
7
1 Year Arbinet Chart |
1 Month Arbinet Chart |
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