Page 4 of 8 SEC Filing
AR CAP ACQUISITION CORP
Item 1(b). Address of Issuer’s Principal Executive Offices:
405 Park Avenue, 2nd Floor
New York, NY 10022
United States
Item 2(a). Name of Persons Filing:
This Schedule 13G is being filed with respect to
shares of Common Stock of the Issuer which are
beneficially owned by Paul Glazer and Glazer Capital,
LLC (“GCL” and together with Paul GLazer the
“Reporting Persons”).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of the Reporting Persons is:
250 W. 55th Street
Suite 30A
New York, New York 10019
Item 2(c). Citizenship:
Mr. Glazer is a citizen of the United States of
America. GCL is a Deleware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number:
00191R109
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: Not Applicable
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Exchange Act;
(e) [ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company or Control Person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] Saving Association as defined in Section 3(b) of The Federal
Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an Investment
Company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
As calculated in accordance with Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, Paul J. Glazer beneficially
owns 2,576,445 shares of the Issuer’s Common Stock, $0.001 par value
per share (“Common Stock”), representing 8.6% of the Common
Stock. Mr. Glazer does not directly own any shares of Common Stock,
but he does indirectly own 2,576,445 shares of Common Stock in his
capacity as (i) the managing member of Paul J. Glazer, LLC, a
Delaware limited liability company, which in turn serves as the
general partner of Glazer Capital Management L.P.,(“GCM”) and Glazer
Enhanced Fund, L.P. (“GEF”) both Delaware limited partnerships and
(ii) the managing member of Glazer Capital, LLC (“GCL”) which in
turn serves as the investment manager of GCM, GEF, Glazer Offshore
Fund, Ltd. (“GOF”) and Glazer Enhanced Offshore Fund, Ltd.(“GEOF”)
both Cayman Islands corporations. In addition, GCL manages on a
discretionary basis separate accounts for three unrelated entities
that own shares of Common Stock (collectively, the “Separate
Accounts”). Although Mr. Glazer does not directly own any shares
of Common Stock, Mr. Glazer is deemed to beneficially own the
2,576,445 shares of Common Stock held by GOF, GEOF, GCM, GEF
and the Separate Accounts.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each of GOF, GEOF, GCM, GEF and the Separate Accounts
has the right to receive dividends and the proceeds
from the sale of the shares of Common Stock held by
such person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit B hereof
Item 9. Notice of Dissolution of Group.
Not Applicable