- Amended Statement of Beneficial Ownership (SC 13D/A)
May 12 2010 - 5:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
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)
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 13d-7 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).
Page 2 of 3 Pages
This Amendment No. 4 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 and collectively, the Reporting Persons) 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 May 12, 2010, the Reporting Persons filed with the Commission Amendment No. 3 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 Notice of Change and Variation and Amended and Restated Offer to
Purchase, dated March 31, 2010, as amended and restated on May 6, 2010 (the Offer to Purchase),
incorporated by reference to Exhibit (a)(1)(F) 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.
Page 3 of 3 Pages
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: May 12, 2010
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/s/ Richard Yanofsky
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Richard Yanofsky
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*
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Peter Yanofsky
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*
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Francis Choi
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*
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Eric Lau
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7293411 CANADA INC.
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/s/ Richard Yanofsky
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By: Richard Yanofsky
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Title:
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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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