- Amended Quarterly Report (10-Q/A)
13 Ottobre 2010 - 12:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
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FORM 10-
Q
/A
(Amendment No.
1)
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(Mark One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR
15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the
Quarterly Period
Ended
June
3
0
, 20
10
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
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For the Transition Period
from
_________
to
________
Commission File Number:
000-51
063
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ARBINET
CORPORATION
(Exact
Name of Registrant As Specified in Its
Charter)
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Delaware
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13-3930916
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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460
Herndon Parkway
,
Suite
1
50,
Herndon,
Virginia
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20170
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(Address
of Principal Executive Offices)
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(
Zip
Code)
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(7
03
)
456
-
4
100
(Registrant
’
s
Telephone Number, Including Area Code)
Indicate
by check mark whether
the
registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has bee
n
subject
to such filing requirements for the past 90 days. Yes
x
No
o
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).
Yes
o
No
o
Indicate
by check mark whether the registrant is a large accelerated file
r,
an accelerated filer, a non-accelerated filer or a smaller reporting company.
See the definitions of “
large
accelerated filer,”
“
accelerated
filer”
and
“
smaller
reporting company”
in
Rule 12b-2 of the Exchange Act.
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(Check one): Large
accelerated filer
o
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Accelerated filer
o
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Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
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Smaller
reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes
o
No
x
Indicate
the number of shares outstanding of the issuer
’
s
class of common stock, as
of
September
30, 2010
:
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Class
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Number
of Shares
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Common
Stock, par value $0.001 per share
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5,507,864
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EXPLANATORY NOTE
Arbinet
Corporation (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to
its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, which was
originally filed with the Securities and Exchange Commission (the “Commission”)
on August 11, 2010 (the “Original Filing”), for the purpose of including the
previously omitted Exhibit 10.2 referred to in the Original Filing (the
“Exhibit”), for which the Company has requested confidential treatment. In
addition, in connection with the filing of this Amendment and pursuant to the
rules of the Commission, the Chief Executive Officer and the Chief Financial
Officer of the Company have reissued certain of their certifications.
Item 6 of Part II is being refiled with this Amendment and reflects the
filing of such certifications and the Exhibit.
Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the dates described in the Original
Filing, and we have not updated the disclosures contained therein to reflect any
events that occurred subsequent to such dates. Accordingly, this Amendment
should be read in conjunction with the Company’s filings made with the
Commission subsequent to the filing of the Original Filing, as information in
such filings may update or supersede certain information contained in this
Amendment.
PART II
. OTHER
INFORMATION
Item 6. Exhibits.
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Exhibit
No.
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Description
of Exhibit
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3.1
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Amended
and Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on
August 11, 2010).
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10.1
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Second
Amended and Restated Stock Ownership Agreement with Singer Children’s
Management Trust, Gary Singer and Karen Singer, dated June 11, 2010
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on June 11,
2010).
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10.2*†
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Trade
credit insurance policy between the Company and ACE American Insurance
Company dated June 1, 2010.
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31.1*
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Certification
pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer).
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31.2*
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Certification
pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
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32
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Certifications
pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit
32 to the Company’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 11,
2010).
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†
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Confidential
treatment has been requested for a portion of this
exhibit.
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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 thereunto
duly authorized.
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ARBINET
CORPORATION
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Dated:
October
12
,
2010
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/s/ Shawn F. O
’
Donnell
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Shawn F. O
’
Donnell
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President and Chief Executive
Officer
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(Principal Executive
Officer)
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Dated:
October
12
,
2010
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/s/ Gary G.
Brandt
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Gary G.
Brandt
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Chief Financial
Officer
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(Principal Financial Officer and
Principal Accounting
Officer)
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EXHIBIT
INDEX
Item
6. Exhibits.
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Exhibit
No.
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Description
of Exhibit
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3.1
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Amended
and Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company’s Quarterly
Report on Form 10-Q, filed with the Securities and Exchange Commission on
August 11, 2010).
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10.1
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Second
Amended and Restated Stock Ownership Agreement with Singer Children’s
Management Trust, Gary Singer and Karen Singer, dated June 11, 2010
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K, filed with the Securities and Exchange Commission on June 11,
2010).
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10.2*†
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Trade
credit insurance policy between the Company and ACE American Insurance
Company dated June 1, 2010.
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31.1*
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Certification
pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer).
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31.2*
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Certification
pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
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32
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Certifications
pursuant to 18 U.S.C. Section 1350 (incorporated by reference to Exhibit
32 to the Company’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on August 11,
2010).
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†
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Confidential
treatment has been requested for a portion of this
exhibit.
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