- Statement of Beneficial Ownership (SC 13D)
23 Marzo 2010 - 4:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(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).
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CUSIP No.
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68388R208
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Page
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2
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
Richard Yanofsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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PF
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5
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CHECK 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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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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Page
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3
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
Peter Yanofsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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PF
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5
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CHECK 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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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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Page
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4
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
Francis Choi
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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PF
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5
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CHECK 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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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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Page
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5
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
Eric Lau
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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PF
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5
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CHECK 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 (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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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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Page
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6
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of
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9 Pages
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1
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NAMES OF REPORTING PERSONS
7293411 Canada Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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 (SEE INSTRUCTIONS)
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None
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5
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CHECK 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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None
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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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None
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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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None
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 7 of 9 Pages
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Item 1.
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Security and Issuer
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This Schedule 13D (this Schedule 13D) relates to the Class A Common Shares, without par
value (the Common Stock), of Optimal Group Inc., a Canadian corporation (the Issuer or
Optimal). The principal executive offices of Optimal are located at 3500 de Maisonneuve Blvd.,
West, Suite 800, Montreal, Quebec, Canada, H3Z 3C1.
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Item 2.
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Identity and Background
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The names of the persons filing this Schedule 13D (collectively, the Reporting Persons) are:
(i) Francis Choi, (ii) Eric Lau, (iii) Peter Yanofsky, (iv) Richard Yanofsky, and (v) 7293411
Canada Inc.
The principal business address of Francis Choi is Early Light International Centre No. 9 Ka Fu
Close Sheung Shui, NT, Hong Kong. Francis Choi is a citizen of China and his current principal
occupation is Chairman, Early Light International (Holdings) Ltd.
The principal business address of Eric Lau is 92 Granville Road 3/F Energy Plaza Tsimshatsui
East Kowloon, HKSAR, China. Eric Lau is a citizen of China and his current principal occupation is
Chief Operating Officer, WowWee Group Ltd.
The principal business address of Peter Yanofsky is 875 Prospect Street, Suite 204A, La Jolla,
CA, 92037. Peter Yanofsky is a citizen of Canada and is currently employed as President of WowWee
USA Inc.
The principal business address of Richard Yanofsky is 3500 de Maisonneuve Blvd. West, Suite
800, Montreal, Quebec, Canada, H3Z 3C1. Richard Yanofsky is a citizen of Canada and is currently
employed as President of WowWee Canada Inc.
7293411 Canada Inc., a corporation incorporated under the laws of Canada (the Offeror), has
not performed any commercial activities other than the pursuit of the acquisition of Optimal. The
principal business and office address of the Offeror is: 770 Sherbrooke Street West, Suite 1700,
Montreal, Quebec, H3A 1G1.
None of the Reporting Persons, has, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding 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.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On November 7, 2007, the Company acquired substantially all of the assets of Wow Wee Limited,
a Hong Kong-based developer, marketer and supplier of technology-based, consumer robotic, toy and
entertainment products, as well as substantially all of the assets of WowWee Marketing, Inc., with
offices in California, and Wow Wee Group Company, with offices in Canada (collectively, WowWee)
from the Reporting Persons (other than the Offeror). Except as described below, as part of the
purchase price the Reporting Persons received all of their shares of Common Stock and warrants to
purchase shares of Common Stock. In addition to the securities acquired pursuant the WowWee
transaction, Richard Yanofsky acquired 7,000 shares of Common Stock through open market purchases.
The total consideration used to purchase such shares of Common Stock was US$100,537.
In connection with its anticipated tender offer, the Offeror has raised certain funds through
borrowings. On February 24, 2010, Francis Choi made a US$15,000,000 term loan to the Offeror (the
Loan). The Loan is granted for a term of five years effective as of the date of the loan
agreement. The Loan or any portion thereof outstanding from time to time, shall bear interest as of
the date of the loan agreement and until repayment in full at the rate of seven and one half
percent per annum, calculated yearly and not in advance, with interest calculated at the same rate
on any arrears. The Loan is subject to representations, warranties and covenants
customary in these types of financings. The Loan will be secured by a pledge (hypothec) by the
Offeror of all of the Shares that it acquires. A total of not less
than US$5,000,000 of the Loan will
be repaid by the Offeror no later than 40 days following the
closing of the offer. The remaining balance of the Loan will be
repaid in accordance with the terms and conditions of the loan agreement. The foregoing summary of
the loan agreement is not complete and subject in its entirety to the loan agreement attached
hereto as Exhibit 1.
Page 8 of 9 Pages
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Item 4.
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Purpose of Transaction
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The Reporting Persons formed a
group for purposes of considering an acquisition of the issued and outstanding shares of Common Stock of Optimal.
On March 17, 2010, the Offeror and Optimal entered into a support agreement pursuant to which
the Offeror agreed to make an offer to acquire, by way of a take-over bid to Optimals
shareholders, all of the outstanding Common Stock, including shares issuable upon the conversion,
exchange or exercise of options and warrants, at a price of US$2.40 per share in cash. The
foregoing summary of the support agreement is not complete and is subject in its entirety to the
support agreement attached hereto as Exhibit 2.
In connection with the offer, Neil S. Wechsler, Co-Chairman and Chief Executive Officer,
Holden L. Ostrin, Co-Chairman, and Gary S. Wechsler, Chief Financial Officer, of the Company have
entered into a settlement agreement with the Offeror pursuant to which they or a corporation
controlled by them will acquire all of the outstanding shares of Optimal Merchant Services Inc.
(formerly Optimal Payments Corp.), a wholly-owned subsidiary of Optimal, in partial satisfaction of
the severance payments that will become owing to them on closing of the transactions contemplated
in the support agreement. The foregoing summary of the settlement agreement is not complete and
subject in its entirety to the settlement agreement attached hereto as Exhibit 3.
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Item 5.
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Interest in Securities of the Issuer
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The Reporting Persons beneficially own a total of 405,576 shares of Common Stock and warrants
to purchase an additional 152,192 shares of Common Stock, which in the aggregate represent
approximately 10.8% 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).
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Item 6.
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Contracts, Arrangements, Undertakings or relationships with Respect to Securities of the
issuer
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The disclosures set forth under Items 3 and 4 above are incorporated herein by
reference. Other than the disclosures set forth in Items 3, 4 and 5 above and the agreements
incorporated by reference and set forth as exhibits hereto, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, undertakings or relationships (legal or otherwise)
among the Reporting Persons and between such persons and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or losses, or the giving or withholding of proxies.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1
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Loan Agreement, dated February 24, 2010, by and among Francis Choi and 7293411
Canada Inc.
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Exhibit 2
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Support Agreement, dated March 17, 2010, between the Issuer and 7293411 Canada Inc.
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Exhibit 3
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Settlement Agreement, dated March 17, 2010, among Holden L Ostrin, Neil Wechsler,
Gary Wechsler and 7293411 Canada Inc.
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Exhibit 4
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Agreement as to Joint Filing of Schedule 13D
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Exhibit 5
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Power of Attorney
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Page 9 of 9 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.
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Dated: March 22, 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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*
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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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