SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
CryptoLogic Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
228906103
(CUSIP Number)
Copy to:
Adam Abramson D. Grant Vingoe
Strategic Capital Partners, Inc. Dorsey & Whitney LLP
1303 Yonge Street, Suite 101 161 Bay Street, Suite 4310
Toronto, Ontario, Canada Toronto, Ontario, Canada
M4T 2Y9 M5J 2S1
(416) 867-9771 (416) 367-7370
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 2003
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
CUSIP No. 228906103
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
1340649 Ontario Limited
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,700
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,700
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,961*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 228906103
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Strategic Advisors Corp.
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
601,300
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 601,300
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,961*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 228906103
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Strategic Capital Partners Inc.
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
501,711
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 501,711
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,961*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BD
--------------------------------------------------------------------------------
*See Item 5
CUSIP No. 228906103
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Randall Abramson
I.R.S. Identification No. -- Not Applicable
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
14,250
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,700
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,250
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,700
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,961*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
--------------------------------------------------------------------------------
*See Item 5
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the "Common Stock") of
CryptoLogic, Inc. , an Ontario corporation ("CryptoLogic"), with its principal
executive offices located at 1867 Yonge Street, 7th Floor, Toronto, Ontario,
Canada M4S 1Y5.
Item 2. Identity and Background
(a)-(c), (f) This joint filing statement is being filed by 1340649
Ontario Limited, an Ontario corporation ("Holdco");
Strategic Advisors Corp., an Ontario corporation
("SAC"); Strategic Capital Partners, Inc., an Ontario
corporation ("SCPI"); Randall Abramson, a resident of
Ontario and citizen of Canada ("Abramson"); and the
group the above-named persons comprise. Holdco, SAC,
SCPI, Abramson and the group they comprise are each
sometimes referred to as a Reporting Person and,
collectively, referred to as Reporting Persons. Holdco
is a parent holding company for its operating
subsidiaries, SCPI and SAC. SAC is a Canadian investment
adviser and is also registered as an investment adviser
under the Investment Advisers Act of 1940, as amended.
SCPI is a Canadian investment dealer. Abramson serves as
Director, Chief Executive Officer, President, Secretary
and Treasurer of Holdco; Director, Chief Executive
Officer, Secretary, Treasurer and Portfolio Manager of
SAC; and Director, Chief Financial Officer,
Vice-President, Portfolio Manager and Compliance Officer
of SCPI.
Holdco owns 100% of the outstanding voting stock of
SCPI, and 75% of the outstanding voting stock of SAC.
Abramson owns 82% of the outstanding capital stock of
Holdco. The business address for Holdco, SCPI and
Abramson is 1303 Yonge Street, Suite 101, Toronto,
Ontario, Canada M4T 2Y9. The business address for SAC is
1311 Yonge Street, Toronto, Ontario, Canada M4T 3B6. The
information required by Instruction C to Schedule 13D is
set forth in Schedule 1.
(d)-(e) During the last five years, no Reporting Person and, to
the best knowledge of the Reporting Persons, no director
or executive officer of any Reporting Person has been
convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or has been a
party to a civil proceeding of a judicial administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
other 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.
Item 3. Source and Amount of Funds or Other Consideration
The total purchase price of all of the Common Stock reported in this
Schedule 13D was Cdn$14,300,524.50. Shares of Common Stock owned directly by
Abramson (see Item 5 below) were purchased for cash from Abramson's personal
funds. Shares of Common Stock owned directly by Holdco (see Item 5 below) were
purchased for cash from Holdco's working capital. The remaining shares of Common
Stock to which this Schedule 13D relates were purchased using available funds in
discretionary investment accounts managed by either SAC or SCPI and the advisory
clients of SAC and SCPI provided the funds to purchase such share of Common
Stock. Many of the accounts managed by SAC and SCPI are margin accounts and,
therefore, Common Stock held in the discretionary investment accounts managed by
SAC and SCPI may have been financed in part with margin loans secured by the
Common Stock held in the account.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Common Stock for investment purposes.
The Reporting Persons may make future purchases of Common Stock from time to
time and may dispose of any or all of the Common Stock owned by them at any
time. Abramson has served on the Board of Directors of CryptoLogic, Inc. since
May 1, 2003. Members of CryptoLogic Inc.'s Board of Directors are elected
annually by the shareholders of CryptoLogic Inc. at CryptoLogic Inc.'s annual
shareholder meeting. Upon his election to CryptoLogic Inc.'s board of directors,
Abramson relinquished to a co-portfolio manager all voting and dispositive power
with respect to Common Stock held in discretionary investment accounts managed
by SAC and SCPI. Other than as described above, none of the Reporting Persons
currently has any plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Since Abramson, Holdco, SAC and SCPI comprise a "group" within the
meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended,
each Reporting Person is reporting beneficial ownership in
accordance with Exchange Act Rule 13d-5(a). As of the close of
business on July 31, 2003, each Reporting Person's beneficial
ownership of Common Stock was 1,123,961 shares. Of this amount,
14,250 shares of Common Stock are held by Abramson directly
(including 775 shares owned by Abramson's spouse, Elissa Strom);
6,700 shares of Common Stock are held by Holdco directly; 501,711
shares of Common Stock are owned by advisory clients of SCPI and
held in accounts managed by SCPI and 601,300 shares of Common Stock
are owned by advisory clients of SAC and held in accounts managed by
SAC.
(b) The responses of the Reporting Persons to Items 7 through 13 on the
cover pages and the responses of the directors and executive
officers of the Reporting Persons set forth on Schedule 1 are
incorporated herein by reference. All responses reflect the
beneficial ownership as of the close of business on July 31, 2003.
Abramson exercises sole voting and dispositive power over shares
held directly by him and shared voting and dispositive power over
shares held by Holdco. Holdco exercises shared voting and
dispositive power over the shares held by it. SAC exercises sole
voting and dispositive power over the shares held in discretionary
investment accounts managed by it. SCPI exercises sole voting and
dispositive power over the shares held in discretionary investment
accounts managed by it. The Reporting Persons disclaim beneficial
ownership in Common Stock owned by the directors and officers of the
Reporting Persons listed on Schedule 1. Percentage ownership
responses are based on the outstanding number of shares set forth in
CryptoLogic Inc.'s annual report on Form 20-F for the year ended
December 31, 2002.
(c) Except for the transaction to which this Schedule 13D relates, no
transactions with respect to the Common Stock have been effected in
the
past 60 days by the Reporting Persons or, to the best knowledge of
the Reporting Persons, any executive officer or director of any
Reporting Person. Set forth on Schedule 2 hereto is the following
information with respect to each transaction: (1) the date of the
transaction, (2) the identity of the Reporting Person that effected
the transaction, (3) whether the transaction was a purchase or sale
of Common Stock, (4) the amount of Common Stock involved, and (5)
the average price per share of Common Stock (reported in Canadian
dollars). In each case, the transaction was executed on the
facilities of the Toronto Stock Exchange or the Nasdaq national
market system.
(d) Advisory clients of the Reporting Persons have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, a portion of the Common Stock
beneficially owned by the Reporting Persons. No one such person's
interest in the Common Stock represents more than five percent of
the total outstanding Common Stock.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Advisory clients of SCPI and/or SAC have entered into investment
management agreements with the respective Reporting Person which grant the
Reporting Person voting and dispositive power over all securities held by such
advisory clients. Other than such investment management agreements, no
contracts, arrangements, understandings or relationships with respect to
securities of CryptoLogic, Inc. exist.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated August 1, 2003, by and
between Holdco, SAC, SCPI and Abramson.
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.
Date August 1, 2003
1340649 Ontario Limited
/s/ Randall Abramson
---------------------------------
Randall Abramson
Chief Executive Officer
Strategic Advisors Corp.
/s/ Randall Abramson
---------------------------------
Randall Abramson
Chief Executive Officer
Strategic Capital Partners Inc.
/s/ Randall Abramson
---------------------------------
Randall Abramson
Vice President
/s/ Randall Abramson
---------------------------------
Randall Abramson
Schedule 1
INFORMATION FOR REPORTING PERSONS AND DIRECTORS AND EXECUTIVE
OFFICERS OF REPORTING PERSONS
The following tables set forth the name, business address and present
principal occupation of each director and executive officer of each of the
Reporting Persons. Each person listed has sole voting power or shared voting
power with respect to and beneficially owns shares of the common stock of
CryptoLogic Inc. as indicated in the table below. Except with respect to shares
held by Mr. Adam Abramson and Mr. Braun, the shares described below are and not
included in the beneficial ownership of CryptoLogic Inc. common stock reported
by the Reporting Persons in this filing. Each officer or director listed below
disclaims beneficial ownership of all shares held by the Reporting Persons. Each
person listed below is a citizen of Canada and the principal occupation of such
person is his or her affiliation with the Reporting Person indicated below.
Name: Relationship to Reporting Person: Beneficial Ownership:
----- --------------------------------- ---------------------
Adam Lyle Abramson SAC: Director, Vice-President and Analyst 1,400(1)
SCPI: Director, Vice-President and Analyst
Herbert Abramson SAC: Chairman of the Board of Directors; 45,355(2)
Portfolio Manager
SCPI: Director, Portfolio Manager,
President and Chief Executive Officer
Martin Gerald Braun SAC: Director, President and Portfolio 1,800
Manager
Donald Hugh Carlisle SAC: Vice-President and Portfolio Manager 40,950(3)
William Richard Hermon Holdco: Director and Vice-President 6,020
SCPI: Portfolio Manager and Branch Manager
William John Moore SAC: Vice-President and Portfolio Manager --
(1) Includes 775 shares held by Mr. Abramson's spouse, Bonnie Goldberg.
(2) Includes 17,825 shares held by Technifund Inc., a company controlled
by Mr. Abramson.
(3) Includes 600 shares held by Mr. Carlisle's spouse, Janice Carlisle;
12,500 shares held by the Donald Cook Carlisle Family Trust, of
which Mr. Carlisle is a beneficiary and trustee; and 4,300 shares
held by 1051937 Ontario Limited, a company controlled by Mr.
Carlisle.
The business address for Mr. Herbert Abramson is 1303 Yonge Street, Suite
101, Toronto, Ontario, Canada M4T 2Y9. The business address for Mr. Hermon is 17
York Street, Suite 202, Ottawa, Canada K1N 9J6. The business address for Mr.
Adam Abramson, Mr. Braun, Mr. Carlisle and Mr. Moore is 1311 Yonge Street,
Toronto, Ontario, Canada M4T 3B6.