As filed with the Securities and Exchange Commission on April 30, 2004
Registration No. 333-65530
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------------------------------------
S-8/A
Post-Effective Amendment No. 1 to Form S-8
-----------------------------------------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------------------------------------
Optimal Group Inc.
(Exact Name of Registrant as Specified in Charter)
Canada
(State or Other Jurisdiction of Incorporation or Organization)
98-0160833
(I.R.S. Employer Identification No.)
1 Place Alexis-Nihon
3400 de Maisonneuve Blvd. West, 12th Floor
Montreal (Quebec) Canada H3Z 3B8
(Address of Principal Executive Offices)
1997 Stock Option Plan
(Full Title of the Plan)
CT Corporation System, 111 Eighth Avenue, New York, New York 10011
(Name and Address of Agent for Service)
(212) 894-8400
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Guy P. Lander, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue
New York, New York 10022
Telephone: (212) 308-8866
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title of Proposed Maximum Proposed Maximum Amount
Securities Amount Offering Price Aggregate Offering Of
To Be Registered To Be Registered Per Share(1) Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------
Class "A" shares
without par value 3,000,000(2)(3) $7.07 $21,210,000 $2,687.31
=================================================================================================
(1) Pursuant to Rule 457(c) and (h), calculated for an aggregate of 3,000,000
common shares that may be issued under options available for grant under
the Plan by averaging the high and low prices of the common shares as
reported on the Nasdaq National Market, on April 28, 2004.
(2) Represents common shares issuable upon exercise of stock options granted
or to be granted under the Plan for which no registration statement has
previously been filed.
(3) Pursuant to Rule 416(c), this registration statement also covers such
indeterminate number of common shares that may become issuable in
accordance with the anti-dilution provisions of the Plan.
EXPLANATORY NOTE
On July 20, 2001, Optimal Group Inc., formerly, Optimal Robotics Corp.
(the "registrant") filed a registration statement on Form S-8 (registration no.
333-65530) (the "July 2001 Registrant Statement") registering 3,000,000 Class
"A" shares, no par value ("common shares"), issuable upon exercise of stock
options granted under or subsequently made subject to the registrant's 1997
Stock Option Plan, as amended (the "Plan"). The registrant has prepared this
post-effective amendment to the July 2001 Registration Statement to register an
additional 3,000,000 common shares issuable upon exercise of options granted or
available for grant under the Plan. Pursuant to Form S-8, General Instruction E,
the registrant incorporates by reference herein the contents of the July 2001
Registration Statement (333-65530).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from the Registration Statement pursuant to the instructions to Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Leon P. Garfinkle, who has issued the legal opinion filed herewith as
Exhibit 5.1, is the Senior Vice President, General Counsel and Secretary of the
Registrant.
Item 8. Exhibits.
4.1 1997 Stock Option Plan of the Registrant, as amended.
5.1 Opinion of Leon P. Garfinkle.
23.1 Consent of KPMG LLP.
23.2 Consent of Leon P. Garfinkle (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/A and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Country of Canada on
April 30, 2004.
OPTIMAL GROUP INC.
(Registrant)
By: /s/ Neil S. Wechsler
---------------------------------------
Neil S. Wechsler, Co-Chairman and Chief
Executive Officer (Principal Executive
Officer)
By: /s/ Gary S. Wechsler
---------------------------------------
Gary S. Wechsler, Treasurer and Chief
Financial Officer (Principal Accounting
Officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Neil S. Wechsler
and Gary S. Wechsler, and each of them severally, acting alone and without the
other, his true and lawful attorney-in-fact with full authority to execute in
the name of each such person in the capacities indicated below, and to file with
the Securities and Exchange Commission, together with any exhibits thereto, any
and all amendments, including post-effective amendments, to this registration
statement necessary or advisable to enable the Registrant to comply with the
applicable provisions of the Securities Act and all requirements of the
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorney to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Neil S. Wechsler Director April 30, 2004
- -----------------------------
Neil S. Wechsler
/s/ Holden L. Ostrin Director April 30, 2004
- -----------------------------
Holden L. Ostrin
/s/ Henry M. Karp Director April 30, 2004
- -----------------------------
Henry M. Karp
/s/ Leon P. Garfinkle Director April 30, 2004
- -----------------------------
Leon P. Garfinkle
/s/ Sydney Sweibel Director April 30, 2004
- -----------------------------
Sydney Sweibel
/s/ Jonathan J. Ginns Director April 30, 2004
- -----------------------------
Jonathan J. Ginns
/s/ James S. Gertler Director; Authorized April 30, 2004
- ----------------------------- U.S. Representative
James S. Gertler
/s/ Thomas D. Murphy Director April 30, 2004
- -----------------------------
Thomas D. Murphy
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
4.1 1997 Stock Option Plan of the Registrant, as amended.
5.1 Opinion of Leon P. Garfinkle.
23.1 Consent of KPMG LLP.
23.2 Consent of Leon P. Garfinkle (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
registration statement).