UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Name of Issuer: Xpedite Systems, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP No. 893929100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Daniel N. Sang, Esq.,
c/o Paulson & Co., Inc.
277 Park Avenue, New York, New York 10172
(212) 350-5151
(Date of Event Which Requires Filing Of This Statement)
October 31, 1997
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b) (3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.: 893929100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paulson & Co. Inc.
2. Check the appropriate box if a member of a group: a. [ X ] b. [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 0
8. Shared Voting Power: 862,660
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 862,660
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
862,660
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
9.6%
14. Type of Reporting Person
CO
CUSIP No.: 893929100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paulson International Ltd.
2. Check the appropriate box if a member of a group: a. [ X ] b. [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power: 0
8. Shared Voting Power: 640,950
9. Sole Dispositive Power:
10. Shared Dispositive Power: 640,950
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
640,950
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.1%
14. Type of Reporting Person
CO
ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this statement relates is:
Common Stock, $.01 par value ("the Shares"), of Xpedite Systems, Inc. ("the
Issuer"). The Issuer's principal executive office is at 446 Highway 35,
Eatontown, New Jersey, 07724.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Paulson & Co. Inc. and Paulson
International Ltd. Paulson & Co. Inc. is referred to herein as "PCI",
Paulson International as "PIL", and PCI and PIL together as "the Reporting
Persons".
PCI is a Delaware corporation and investment management firm formed to
provide investment advisory services, and manage or act as the general
partner of private investment firms, investment partnerships and similar
investment vehicles. PIL is a Cayman Islands corporation principally engaged
in the investment of securities. PCI is the investment manager of PIL, and
is also the general partner of Paulson Partners, L.P. ("PP"), a Delaware
limited partnership. PCI, in addition, oversees, manages and has discretion
over certain managed accounts ("the managed accounts"). PCI expressly
disclaims equitable ownership of and pecuniary interest in the Shares
respectively owned by PP, PIL or the managed accounts.
PCI has as its sole shareholder John Paulson. Mr. Paulson's principal
occupation is serving as president of PCI and his business address is at 277
Park Avenue, New York, New York 10172. Mr. Paulson is a citizen of the
United States.
PCI's business address is at 277 Park Avenue, New York, NY 10172.
PIL's business address is c/o Maples & Cadler, P.O. Box 309, Grand Cayman,
Cayman Islands, British West Indies.
During the last five years, none of the above persons or entities (a) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (b) been party to a civil proceedings of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION
As of the date hereof, PCI is deemed to beneficially own 862,660 Shares. All
862,660 Shares are held either by PP, PIL or the managed accounts overseen by
PCI. All the Shares were purchased in open market transactions. The Shares
were purchased for an aggregate purchase price of $19,386,482, or an average
price of $22.47 per share. The funds to purchase the Shares come from the
working capital of PP, PIL or the managed accounts, with such working capital
including the proceeds of margin loans entered into in the ordinary course of
business with Bear Stearns & Co. ("Bear Stearns").
As of the date hereof, PIL is deemed to beneficially own 640,950 Shares. All
640,950 shares were purchased in open market transactions, with an aggregate
purchase price of $14,404,013, or an average price of $22.47 per share. The
funds to purchase such Shares come from the working capital of PIL, with such
working capital including the proceeds of margin loans entered into in the
ordinary course of business with Bear Stearns.
ITEM 4. PURPOSE OF TRANSACTIONS
The Shares deemed to be beneficially owned by PCI and PIL were acquired for,
and are being held for, investment purposes. The Reporting Persons have no
plan or proposal which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D. Depending upon
market conditions and other factors that they may deem material, the Reporting
Persons may purchase additional Shares, or may dispose of all or a portion of
the Shares that they are now deemed to beneficially own or may hereafter
acquire. PCI, on behalf of PIL, PP or the managed accounts, reserves the
right to communicate with management, other shareholders of the Issuer, and
other parties regarding merger or change of control proposals presently being
considered by the Issuer.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
As of the date hereof, PCI, by virtue of its management of PP, PIL, and
managed accounts, is deemed to be the beneficial owner of 862,660 Shares.
Based on the Issuer's filing on Form 10-Q on August 14, 1997, as of August 8,
1997, there were 8,987,483 Shares outstanding. Therefore, PCI may be deemed
to beneficially own 9.6% of the outstanding Shares.
PIL by itself is deemed to be the beneficial owner of 640,950 Shares. Based
on the Issuer's filing on Form 10-Q on August 14, 1997, PIL may be deemed to
beneficially own 7.1% of the Issuer's outstanding Shares. Neither PP nor the
managed accounts by themselves own more than 5% of the outstanding Shares.
PCI has the sole power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that it, PIL , PP or the managed accounts are
deemed to beneficially own. All the transactions in the Shares effected by
PCI on behalf of PIL, PP and the managed accounts in the sixty days prior to
October 31, 1997 through the date of this filing were effected in open market
transactions and are set forth below:
Price Per Share
DateShares Purchased or (Sold) (excluding commission)
10/3/97 (35,000) $22.25
10/29/97 5,000 $21.50
10/30/97 5,000 $21.25
10/31/97 100,000 $24.63
10/31/97 15,000 $24.06
10/31/97 25,000 $24.50
10/31/97 27,500 $24.00
11/3/97 860 $24.56
11/4/97 20,000 $25.00
11/4/97 25,000 $25.00
11/4/97 25,000 $25.13
11/5/97 100,000 $27.50
11/5/97 25,000 $27.50
11/5/97 25,000 $27.25
11/5/97 25,000 $27.38
11/5/97 25,000 $27.25
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Except as set forth above, the Reporting Persons have no contract,
arrangement, understanding or relationship with any person with respect to
the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
The undersigned, after reasonable inquiry and to the best of his knowledge
and belief, certifies that the information set forth in this statement is
true, complete and correct.
Paulson & Co. Inc.
/s/ John A. Paulson
By:________________
John A. Paulson
Paulson International Ltd.
/s/ John A. Paulson
By:_________________
John A. Paulson
November 7, 1997
