SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CryptoLogic Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
228906103
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(CUSIP Number)
Adam Abramson
Strategic Capital Partners, Inc.
1303 Yonge Street, Suite 101
Toronto, Ontario, Canada
M4T 2Y9
(416) 361-1498
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 2004
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(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. Names of reporting persons / I.R.S. Identification Nos. of above
persons (entities only)
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
7. Sole voting power 0
8. Shared voting power 6,700
9. Sole dispositive power 0
10. Shared dispositive power 6,700
11. Aggregate amount beneficially owned by each reporting person
584,311*
12. Check if the aggregate amount in Row (11) excludes certain shares [_]
13. Percent of class represented by amount in Row (11)
4.8%*
14. Type of reporting person
HC
* See Item 5
CUSIP No. 228906103
1. Names of reporting persons / I.R.S. Identification Nos. of above
persons (entities only)
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
7. Sole voting power 310,825
8. Shared voting power 0
9. Sole dispositive power 310,825
10. Shared dispositive power 0
11. Aggregate amount beneficially owned by each reporting person
584,311*
12. Check if the aggregate amount in Row (11) excludes certain shares [_]
13. Percent of class represented by amount in Row (11)
4.8%*
14. Type of reporting person
IA
* See Item 5
CUSIP No. 228906103
1. Names of reporting persons / I.R.S. Identification Nos. of above
persons (entities only)
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
7. Sole voting power 242,536
8. Shared voting power 0
9. Sole dispositive power 242,536
10. Shared dispositive power 0
11. Aggregate amount beneficially owned by each reporting person
584,311*
12. Check if the aggregate amount in Row (11) excludes certain shares [_]
13. Percent of class represented by amount in Row (11)
4.8%*
14. Type of reporting person
BD
* See Item 5
CUSIP No. 228906103
1. Names of reporting persons / I.R.S. Identification Nos. of above
persons (entities only)
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 if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e) [_]
6. Citizenship or place of organization
Ontario, Canada
Number of shares beneficially owned by each reporting person with:
7. Sole voting power 24,250
8. Shared voting power 6,700
9. Sole dispositive power 24,250
10. Shared dispositive power 6,700
11. Aggregate amount beneficially owned by each reporting person
584,311*
12. Check if the aggregate amount in Row (11) excludes certain shares [_]
13. Percent of class represented by amount in Row (11)
4.8%*
14. Type of reporting person
HC
* See Item 5
Item 1. Security and Issuer
This Amendment 4 to Schedule 13D amends the Schedule 13D dated August 1,
2003. Capitalized terms used in this Amendment are defined in the 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 January 23, 2004, each Reporting Person's beneficial
ownership of Common Stock was 584,311 shares. Of this amount,
24,250 shares of Common Stock are beneficially owned by Abramson
including 14,250 shares of Common Stock held by Abramson directly
(including 775 shares owned by Abramson's spouse, Elissa Strom)
and 10,000 stock options held by Abramson which have vested;
6,700 shares of Common Stock are held by Holdco directly; 242,536
shares of Common Stock are owned by advisory clients of SCPI and
held in accounts managed by SCPI and 310,825 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 January 23,
2004. 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 shares held by it. SAC exercises sole
voting and dispositive power over shares held in discretionary
investment accounts managed by it. SCPI exercises sole voting and
dispositive power over 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 Amendment 4 to Schedule
13D relates, no transactions with respect to the Common Stock
have been effected since the filing of Amendment 3 to the
Schedule 13D by the Reporting Persons (exclusive of transactions
by officers and directors - see schedule 1). 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.
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. (previously filed)
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 January 26, 2004
1340649 ONTARIO LIMITED
/s/ Randall Abramson
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Randall Abramson
Chief Executive Officer
STRATEGIC ADVISORS CORP.
/s/ Randall Abramson
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Randall Abramson
Chief Executive Officer
STRATEGIC CAPITAL PARTNERS INC.
/s/ Randall Abramson
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Randall Abramson
Vice President
/s/ Randall Abramson
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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 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 1,300(1)
SCPI: Director, Vice-President and Analyst
Herbert Abramson SAC: Chairman of the Board of Directors; --
Portfolio Manager
SCPI: Director, Portfolio Manager,
President and Chief Executive Officer
Martin Gerald Braun SAC: Director, President and Portfolio 750
Manager
Donald Hugh Carlisle SAC: Vice-President and Portfolio Manager 34,950(2)
William Richard Hermon Holdco: Director and Vice-President 3,020
SCPI: Portfolio Manager and Branch Manager
William John Moore SAC: Vice-President and Portfolio Manager --
William Edgar John Hayden SAC: Vice-President --
(1) Includes 675 shares held by Mr. Abramson's spouse, Bonnie Goldberg.
(2) 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 3,300 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, Mr. Moore and Mr. Hayden is 1311 Yonge
Street, Toronto, Ontario, Canada M4T 3B6.
SCHEDULE 2
CryptoLogic Inc. Transaction History for 1346049 Ontario Limited, Randall
Abramson, and Strategic Advisors Corp. (SAC) and Strategic Capital Partners Inc.
(SCPI) on behalf of their respective managed accounts:
Average
Number of Transaction
Transaction Date Reporting Person Buy/sell Shares Price (C$)
---------------- ---------------- -------- ------ ----------
January 23, 2004 SAC/SCPI Sell 16,100 18.9866
January 22, 2004 SAC/SCPI Sell 43,400 18.8711
January 20, 2004 SAC/SCPI Sell 85,400 19.0045