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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Xpedite Systems, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 893929100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
John Zoraian, c/o Atticus Holdings, L.L.C., 590 Madison Avenue,
32nd Floor, New York, New York 10022; (212) 829-8100
(Date of Event which Requires Filing of this Statement)
July 18, 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).
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CUSIP No.: 893929100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Timothy R. Barakett
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
463,700
8. Shared Voting Power:
9. Sole Dispositive Power:
463,700
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
463,700
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.13%
14. Type of Reporting Person
IN
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Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, $.01 par
value, of Xpedite Systems, Inc.
The name and address of the principal executive and
business office of the Issuer is:
Xpedite Systems, Inc.
446 Highway 35
Eatontown, New Jersey 07724
Item 2. Identity and Background
This statement is being filed on behalf of Timothy R.
Barakett (the "Reporting Person"). The Reporting
Person's principal office is at 590 Madison Avenue, 32nd
Floor, New York, New York 10022. The Reporting Person
is the Managing Member of Atticus Holdings, L.L.C., a
Delaware limited liability company that serves as the
General Partner of Atticus Partners, L.P. (the
"Partnership") and that has investment discretion over
certain managed accounts (the "managed accounts"), and
is the President of Atticus Management, Ltd., an
international business company organized under the laws
of the British Virgin Islands that serves as the Manager
of Atticus International, Ltd. (the "International
Fund").
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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 violations with respect to such laws.
The Reporting Person is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 463,700 Shares. All 463,700 Shares are
held by either the Partnership, the International Fund
or the managed accounts. All the Shares were purchased
in open market transactions. The Shares were purchased
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for an aggregate purchase price of $9,685,534.67. The
funds for the purchase of the Shares held in the
Partnership, the International Fund or the managed
accounts have come from the working capital of the
Partnership, the International Fund or the managed
accounts. The working capital of these entities
includes the proceeds of margin loans entered into in
the ordinary course of business with Bear, Stearns &
Co., Inc., such loans being secured by the securities
owned by them.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Person were acquired for, and are being held
for, investment purposes. The Reporting Person has
communicated with management of the Issuer and reserves
the right in the future to communicate with management,
other shareholders of the Issuer and other parties
regarding methods of enhancing shareholder value.
However, the Reporting Person has 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.
The Reporting Person, on behalf of the above mentioned
entities, reserves the right to purchase additional
Shares or to dispose of the Shares in the open market,
in privately negotiated transactions or in any other
lawful manner in the future and to take whatever action
with respect to each of such entities' holdings of the
Shares he deems to be in the best interests of such
entities.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 463,700 Shares. Based on the
Issuer's filing on Form 10-Q on May 15, 1997, as of
May 9, 1997 there were 9,030,967 Shares outstanding.
Therefore, the Reporting Person may be deemed to
beneficially own 5.13% of the outstanding Shares. None
of the Partnership, the International Fund or any of the
managed accounts by itself owns greater than 5% of the
outstanding Shares. The Reporting Person has the power
to vote, direct the vote, dispose of or direct the
disposition of all the Shares that he is deemed to
beneficially own. All transactions in the Shares
effected by the Reporting Person in the sixty days prior
to July 18, 1997 through the date of this filing were
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effected in open-market transactions and are set forth
in Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Person has no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person during
the 60 days prior to July 18, 1997 through the date
of this filing is filed herewith as Exhibit A.
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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.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
July 24, 1997
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02090003.AB6
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
7/7/97 40,000 $18.6234
7/8/97 159,700 20.9901
7/9/97 126,000 21.0919
7/10/97 7,000 21.1285
7/14/97 55,000 21.6209
7/15/97 25,000 21.4739
7/16/97 30,000 21.4891
7/18/97 21,000 19.6348
02090003.AB6
