- Amended Statement of Beneficial Ownership (SC 13D/A)
May 24 2010 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
(Name of Issuer)
(Title and 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).
TABLE OF CONTENTS
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CUSIP No.
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68388R208
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SCHEDULE 13D
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Page
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2
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of
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8
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Pages
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1
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NAME OF REPORTING PERSON
Richard Yanofsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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7
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SOLE VOTING POWER
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NUMBER OF
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142,318(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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None
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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142,318(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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142,318(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.8%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) Richard Yanofsky directly holds 104,926 shares of the common stock and warrants to purchase an additional 37,392 shares of the common stock.
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CUSIP No.
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68388R208
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SCHEDULE 13D
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Page
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3
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of
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8
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Pages
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1
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NAME OF REPORTING PERSON
Peter Yanofsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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7
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SOLE VOTING POWER
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NUMBER OF
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135,318(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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None
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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135,318(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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135,318(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) Peter Yanofsky directly holds 97,926 shares of the common stock and warrants to purchase an additional 37,392 shares of the common stock.
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CUSIP No.
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68388R208
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SCHEDULE 13D
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Page
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4
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of
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8
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Pages
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1
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NAME OF REPORTING PERSON
Francis Choi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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China
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7
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SOLE VOTING POWER
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NUMBER OF
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237.400(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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None
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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237.400(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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237.400(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.6%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) Francis Choi directly holds 171,800 shares of the common stock and warrants to purchase an additional 65,600 shares of the common stock.
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CUSIP No.
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68388R208
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SCHEDULE 13D
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Page
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5
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of
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8
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Pages
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1
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NAME OF REPORTING PERSON
Eric Lau Tung Ching
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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China
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7
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SOLE VOTING POWER
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NUMBER OF
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42,732(1)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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None
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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42,732(1)
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WITH
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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42,732(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.8%
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14
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TYPE OF REPORTING PERSON
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IN
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(1) Eric Lau directly holds 30,924 shares of the common stock and warrants to purchase an additional 11,808 shares of the common stock.
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CUSIP No.
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68388R208
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SCHEDULE 13D
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Page
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6
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of
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8
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Pages
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1
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NAME OF REPORTING PERSON
7293411 Canada Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Canada
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7
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SOLE VOTING POWER
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NUMBER OF
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3,874,086
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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None
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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3,874,086
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WITH
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,874,086
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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75.2%
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14
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TYPE OF REPORTING PERSON
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CO
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This Amendment No. 5 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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On May 21, 2010, the Reporting Persons filed with the Commission Amendment No. 4 to the Tender
Offer Statement and Rule 13E-3 Transaction Statement on Schedule TO (the Schedule TO), relating
to the completion of, and acceptance of shares under, 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 and May 12, 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.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby and amended and restated as follows:
The Offeror has accepted, and will promptly pay for, the
3,874,086 shares of Common Stock
tendered in the Offer at $2.40 per share. The Reporting Persons beneficially own a total of
4,279,662 shares of Common Stock and warrants to purchase an additional 152,192 shares of Common
Stock, which in the aggregate represent approximately 83.1% of the Companys outstanding Common
Stock. The number of shares of Common Stock and warrants to purchase additional shares of Common
Stock as to which each of the Reporting Persons has or shares voting or dispositive authority is
set forth in Items 8 and 10 of each of the inside cover pages to this Schedule 13D relating to each
such Reporting Person (which are incorporated into this Item 5 by reference).
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended as follows:
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Exhibit 15
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Joint Press Release issued by Offeror and Optimal, dated May 21, 2010.***
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***
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Incorporated by reference to the Schedule TO, filed May 21, 2010.
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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: May 21, 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 Tung Ching
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7293411 CANADA INC.
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/s/ Richard Yanofsky
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By:
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Richard Yanofsky
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Title:
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President
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*
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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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