- Amended Statement of Beneficial Ownership (SC 13D/A)
April 06 2010 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Optimal Group Inc.
(Name of Issuer)
Class A Shares
(Title and Class of Securities)
68388R208
Richard Yanofsky
770 Sherbrooke Street West, Suite 1700
Montréal, Québec, H3A 1G1
514.738.2079
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 6, 2010
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d1(e), 240.13d1(f) or 240.13d1(g), check the following box.
o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on 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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This Amendment No. 2 to Schedule 13D amends the information set forth in the Schedule 13D
filed by Francis Choi, Eric Lau Tung Ching, Peter Yanofsky, Richard Yanofsky, and 7293411 Canada
Inc. (the Offeror) with the Securities and Exchange Commission (the Commission) on March 23,
2010 (as amended, the Schedule 13D), relating to the to Class A shares, without par value (the
Common Stock), of Optimal Group Inc., a Canadian corporation (the Issuer or Optimal).
Capitalized terms used herein without definition shall have the meanings assigned to such terms in
the Schedule 13D. Except as expressly set forth herein, there have been no changes to the
information set forth in the Schedule 13D.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On
April 6, 2010, the Offeror and Richard Yanofsky filed with the Commission Amendment No. 1
to the Tender Offer Statement and Rule 13E-3 Transaction Statement on Schedule TO (the Schedule
TO), relating to the offer by the Offeror to purchase for cash all the issued and outstanding
shares of Common Stock pursuant to Offerors Offer to Purchase, dated March 31, 2010 (the Offer to
Purchase), incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO, and the related
Letter of Transmittal, incorporated by reference to Exhibit (a)(1)(B) of the Schedule TO (which,
together with the Offer to Purchase and any amendments or supplements to the Offer to Purchase or
to the Letter of Transmittal, collectively constitute the Offer), at $2.40 per share, upon the
terms and subject to the conditions of the Offer.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: April 6, 2010
/s/ Richard Yanofsky
Richard Yanofsky
7293411 CANADA INC.
/s/ Richard Yanofsky
By: Richard Yanofsky
Title: President
*
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The undersigned, by signing his name hereto, does sign and execute
this Schedule 13D pursuant to a Power of Attorney executed by the
above-indicated Reporting Persons and filed herewith as Exhibit 5.
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By:
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/s/ Richard Yanofsky
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Richard Yanofsky, Attorney-in-fact
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