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): December 19, 2008
ARBINET-THEXCHANGE, INC.
(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.) |
120 Albany Street, Tower II, Suite 450 New Brunswick, New Jersey | 08901 |
| (Address of Principal Executive Offices) | (Zip Code) |
(732) 509-9100
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| | 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 December 19, 2008, Arbinet-thexchange, Inc. (“Arbinet”) entered into an 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”). The Agreement amends and restates in its entirety the Stock Ownership Agreement dated as of May 30, 2008 by and among Arbinet and the Singer Entities.
Subject to the due execution and delivery of the Agreement by the Singer Entities, a committee of disinterested members of the Board of Directors of Arbinet has approved, for purposes of Section 203 of the Delaware General Corporation Law (“Section 203”), the purchase by the Trust of up to 5,141,608 shares of the outstanding voting stock of Arbinet (the “Share Limit”). The Agreement also provides that if at any time during the three year period from the date of the Agreement, 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 Arbinet for a period of three years following the date on which the Singer Entities exceeded the Share Limit.
The Agreement does not supersede or replace that certain Settlement and Standstill Agreement dated as of July 13, 2007 by and between Arbinet and the Singer Entities, as disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2007.
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 into this Item 1.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit |
| 10.1 | Amended and Restated Stock Ownership Agreement dated as of December 19, 2008 by and among Arbinet-thexchange, Inc., the Singer Children’s Management Trust, Gary Singer, and Karen Singer* |
____________________________
* Filed herewith
SIGNATURES
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-THEXCHANGE, INC. | ||
By:/s/ W. Terrell Wingfield, Jr. | ||
| Name: W. Terrell Wingfield, Jr. | ||
| Title: General Counsel and Secretary |
Date: December 19, 2008
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 10.1 | Amended and Restated Stock Ownership Agreement dated as of December 19, 2008 by and among Arbinet-thexchange, Inc., the Singer Children’s Management Trust, Gary Singer, and Karen Singer* |
____________________________
* Filed herewith