Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - OPTIMAL GROUP INC | ex10_1.htm |
| EX-99.1 - EXHIBIT 99.1 - OPTIMAL GROUP INC | ex99_1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): October 30, 2009
Optimal Group
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Canada
(State or
Other Jurisdiction of Incorporation)
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0-28572
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98-0160833
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3500 de Maisonneuve Blvd.
W., 2 Place Alexis-Nihon, Suite 800, Montreal, Quebec, Canada H3Z
3C1
(Address
of Principal Executive Offices, Including Zip Code)
(514)
738-8885
(Registrant’s Telephone Number,
Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240, 14a-
12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.
14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1
3e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 30, 2009, Optimal Group Inc. (the “Registrant”) entered into a
non-prosecution agreement (the “Non-Prosecution Agreement”) with the Office of
the United States Attorney for the Southern District of New York (the
“Office”).
Following
announcements by the Office relating to its investigation of the U.S. Internet
gambling industry, the Registrant announced on May 8, 2007 that it had initiated
discussions with the Office and it was in the process of responding to a
voluntary request for information issued by the Office. In connection with such
ongoing investigation, the Registrant announced on May 11, 2007 that it had
received a copy of warrants of seizure issued by the Office against funds of
certain payment processors that were on deposit with two U.S. banks, which
included $19,182,418.18 on deposit to the credit of the Registrant's
affiliates.
Under the
terms of the Non-Prosecution Agreement, among other things, a total of
$19,182,418.18 shall be forfeited to the United States by the Registrant and its
subsidiaries, as disgorgement of property involved in and proceeds received from
the payment processing services that were provided by the Registrant’s
subsidiaries to Internet gambling merchants in relation to U.S. customers of
such merchants. The Registrant and the Office have agreed that a civil
forfeiture complaint shall be filed against the Registrant and its subsidiaries
in the United States District Court for the Southern District of New York and
that the $19,182,418.18 previously seized, which is presented as restricted cash
on the Registrant’s consolidated balance sheets, shall be applied to satisfy the
forfeiture obligation. Furthermore, the Registrant has agreed that the
Registrant and its subsidiaries shall continue their cooperation with the
Office, the Federal Bureau of Investigation and any other agency of the
government designated by the Office regarding any matter relating to the
Office’s investigation about which the Registrant or its subsidiaries have
knowledge or information. The Non-Prosecution Agreement also provides, on the
understandings specified in the Non-Prosecution Agreement, that the Office will
not criminally prosecute the Registrant or any of its subsidiaries for any
crimes related to the former processing by the Registrant’s subsidiaries of
Internet gambling transactions originating from customers in the United States
through and including 2006. As previously announced, immediately following the
enactment of the Unlawful Internet Gambling Enforcement Act of 2006 on October
13, 2006, the Registrant’s then majority-owned subsidiary, FireOne Group plc,
ceased to process settlement transactions originating from United States
consumers.
The
foregoing is a summary of the terms of the Non-Prosecution Agreement and is
qualified in its entirety by reference to the Non-Prosecution Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated by reference
into this Item 1.01.
ITEM
7.01 REGULATION FD DISCLOSURE
On
October 30, 2009, the Registrant issued a press release. A copy of the press
release is attached hereto as Exhibit 99.1. The information furnished under Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section.
ITEM
8.01 OTHER EVENTS
On
October 30, 2009, the Registrant entered into the Non-Prosecution Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated by
reference into this Item 8.01. A description of the materials terms of the
Non-Prosecution Agreement is found above in Item 1.01, which description is
incorporated by reference into this Item 8.01.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d)
Exhibits.
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Exhibit
Number
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Description
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10.1
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Non-Prosecution
Agreement between the Office of the United States Attorney for the
Southern District of New York and the Registrant entered into on October
30, 2009
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99.1
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Press
release dated October 30, 2009
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
October 30, 2009
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Optimal
Group Inc.
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(Registrant)
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By:
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/s/
HOLDEN L. OSTRIN
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Name:
Holden L. Ostrin
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Title:
Co-Chairman
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Exhibit
Index
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Exhibit
Number
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Description
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Non-Prosecution
Agreement between the Office of the United States Attorney for the
Southern District of New York and the Registrant entered into on October
30, 2009
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Press
release dated October 30, 2009
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