Attached files
| file | filename |
|---|---|
| EX-3.1 - ARBINET Corp | v188066_ex3-1.htm |
| EX-10.1 - ARBINET Corp | v188066_ex10-1.htm |
| EX-99.1 - ARBINET Corp | v188066_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 11, 2010
ARBINET
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-51063
|
13-3930916
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
|
460
Herndon Parkway, Suite 150
|
20170
|
|||
|
Herndon, Virginia 20170
|
||||
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 703-456-4100
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement
|
On June
11, 2010, Arbinet Corporation (the “Company”) entered into the Second Amended
and Restated Stock Ownership Agreement (the “Agreement”) with the Singer
Children’s Management Trust (the “Trust”), Gary Singer and Karen Singer
(collectively with the Trust and Gary Singer, the “Singer Entities”), which
amends and restates in its entirety the Amended and Restated Stock Ownership
Agreement, dated as of December 19, 2008, by and among the Company and the
Singer Entities, which agreement amended and restated the original stock
ownership agreement between the parties dated as of May 30, 2008. The
prior agreements were disclosed on Current Reports on Form 8-K filed on June 10,
2008 and December 19, 2008. The primary purpose for the current
amendment and restatement is to proportionately decrease the Share Limit (as
defined below) in light of the Company’s reverse stock split that became
effective on June 11, 2010, which is described under Items 5.03 and 8.01 of this
Current Report on Form 8-K.
Pursuant
to the Agreement, a committee of disinterested members of the Board of Directors
of the Company has approved, for purposes of Section 203 of the Delaware General
Corporation Law (“Section 203”), the purchase by the Trust of up to 1,285,402
shares of the outstanding voting stock of the Company (as adjusted for any stock
splits, stock dividends, combinations, subdivisions, recapitalizations or the
like occurring after the date of the Agreement) (the “Share Limit”) through open
market purchases, privately negotiated transactions or otherwise. The
Agreement also provides that, if at any time before December 19, 2011 the Singer
Entities become the owner of shares of voting stock exceeding the Share Limit,
the Singer Entities will not be able to engage in any “business combination” (as
defined in Section 203) with the Company for a period of three years following
the date on which the Singer Entities exceeded the Share Limit.
The above
summary of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the Agreement, a copy of which has been filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On June
11, 2010, the Company filed its Certificate of Amendment to its Restated
Certificate of Incorporation, as amended, with the Secretary of State of the
State of Delaware, to (i) effect a 1-for-4 reverse stock split of the Company’s
common stock and (ii) reduce the number of authorized shares of the Company’s
common stock from 60,000,000 to 15,000,000. The reverse stock split
became effective at 5:00 p.m. EDT on June 11, 2010.
A copy of
the Certificate of Amendment to the Restated Certificate of Incorporation, as
amended, is attached hereto and is being filed pursuant to this Item 5.03 as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
|
Item
8.01
|
Other
Events.
|
As
described under Item 5.03 above, on June 11, 2010, the Company effected a
1-for-4 reverse stock split of its common stock. As previously
disclosed on a Current Report on Form 8-K filed on June 18, 2009, the Company’s
Board of Directors and stockholders approved the Certificate of Amendment on
June 16, 2009, as one of four reverse stock split ratios. The
stockholders further provided the Board of Directors with the discretion to
select which of the four ratios, if any, to implement during the twelve-month
period following the date of approval. On May 17, 2010, the Board of
Directors selected the 1-for-4 reverse stock split ratio and authorized the
implementation of the reverse stock split.
As a
result of the reverse stock split, every four shares of pre-reverse split common
stock of the Company will be combined and reclassified into one share of common
stock of the Company. No fractional shares will be issued in
connection with the reverse stock split. Stockholders who otherwise
would be entitled to receive a fractional share in connection with the reverse
stock split will receive a cash payment in lieu thereof. The
Company’s post-reverse split common stock has a new CUSIP number: 03875P
407, but the par value and other terms of the common stock were not
affected by the reverse stock split.
The
Company’s post-reverse split common stock will trade on the NASDAQ Global Market
with a “D” added, under the symbol “ARBXD” for the 20 trading days beginning
June 14, 2010 to designate that it is trading on a post-reverse split basis, and
will resume trading under the symbol “ARBX” after the 20-trading day period has
expired.
The
Company’s transfer agent, Registrar and Transfer Company, is acting as exchange
agent for the reverse stock split and will send instructions to stockholders of
record regarding the exchange of certificates for common stock.
Also on
June 11, 2010, the Company issued a press release with respect to the reverse
stock split described above. A copy of such press release is being filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Certificate
of Amendment to Restated Certificate of Incorporation of Arbinet
Corporation, as amended, filed June 11, 2010.
|
|
|
10.1
|
Second
Amended and Restated Stock Ownership Agreement, dated as of June 11, 2010,
between Arbinet Corporation, the Singer Children’s Management Trust, Gary
Singer and Karen Singer.
|
|
|
99.1
|
Press
release dated June 11, 2010.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Arbinet
Corporation
|
||
|
By:
|
/s/
Christie A. Hill
|
|
|
Name:
|
Christie
A. Hill
|
|
|
Title:
|
General
Counsel and Secretary
|
|
Date:
June 11, 2010
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Certificate
of Amendment to Restated Certificate of Incorporation of Arbinet
Corporation, as amended, filed June 11, 2010.
|
|
|
10.1
|
Second
Amended and Restated Stock Ownership Agreement, dated as of June 11, 2010,
between Arbinet Corporation, the Singer Children’s Management Trust, Gary
Singer and Karen Singer.
|
|
|
99.1
|
Press
release dated June 11, 2010.
|