UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 10549
OMB APPROVAL OMB
Number: 3235-0145
Expires: December 31, 2005
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
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)
SEPTEMBER 12, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 10 pages
Cusip No. 228906103
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
1346049 Ontario Limited
I.R.S. Identification No. - Not applicable
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization.
Ontario, Canada
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5. Sole Voting Power
0
Number of -------------------------------------------------------------
Shares Benefi- 6. Shared Voting Power
cially Owned 0
by Each -------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: 0
-------------------------------------------------------------
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
707,363*
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9).
5.1%
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12. Type of Reporting Person (See Instructions)
HC
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* See Item 4 below.
Page 2 of 10 pages
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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
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization.
Ontario, Canada
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5. Sole Voting Power
478,500
Number of -------------------------------------------------------------
Shares Benefi- 6. Shared Voting Power
cially Owned 0
by Each -------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: 478,500
-------------------------------------------------------------
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
707,363*
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9).
5.1%
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12. Type of Reporting Person (See Instructions)
IA
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* See Item 4 below.
Page 3 of 10 pages
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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
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization.
Ontario, Canada
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5. Sole Voting Power
217,063
Number of -------------------------------------------------------------
Shares Benefi- 6. Shared Voting Power
cially Owned 0
by Each -------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: 217,063
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
707,063*
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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11. Percent of Class Represented by Amount in Row (9).
5.1%
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12. Type of Reporting Person (See Instructions)
BD
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* See Item 4 below.
Page 4 of 10 pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Randall Abramson
I.R.S. Identification No. - Not applicable
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization.
Ontario, Canada
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5. Sole Voting Power
11,800
Number of -------------------------------------------------------------
Shares Benefi- 6. Shared Voting Power
cially Owned 0
by Each -------------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With: 11,800
-------------------------------------------------------------
8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
707,363*
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10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9).
5.1%
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12. Type of Reporting Person (See Instructions)
HC
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----------
See Item 4 below.
Page 5 of 10 pages
ITEM 1.
(a) NAME OF ISSUER:
CryptoLogic Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1867 Yonge Street
7th Floor
Toronto, Ontario, Canada M4S 1Y5
ITEM 2.
(a) NAMES OF PERSONS FILING:
This joint filing statement is being filed by 1346049 Ontario Limited
("Holdco"); Strategic Advisors Corp. ("SAC"); Strategic Capital
Partners Inc. ("SCPI"); Randall Abramson ("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, 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.
Abramson has served on the Board of Directors of the Issuer since May
1, 2003. Members of the Issuer's Board of Directors are elected
annually by the shareholders of the Issuer at its annual shareholder
meeting. Upon his election as a director, 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.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
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.
Page 6 of 10 pages
(c) CITIZENSHIP:
See Item 4 of the cover sheet for each Reporting Person.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
(e) CUSIP NUMBER:
228906103
ITEM 3. NA
ITEM 4. OWNERSHIP
(a)-(c) The responses of the Reporting Persons to items 5 through 11 on the
cover pages are incorporated herein by reference. 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 September 12, 2005, the Reporting Persons'
beneficial ownership of Common Stock was 707,363 shares. Of this amount,
11,800 shares of Common Stock were held by Abramson including 1,800 shares
of Common Stock held by Abramson directly and 10,000 stock options held by
Abramson which have vested; 217,063 shares of Common Stock were owned by
advisory clients of SCPI and held in accounts managed by SCPI and 478,500
shares of Common Stock were owned by advisory clients of SAC and held in
accounts managed by SAC.
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 shares of Common Stock owned by the
directors and officers of the Reporting Persons (except to the extent that
shares of Common Stock are held in discretionary investment accounts
managed by SAC and SCPI).
Percentage ownership responses are based on 13,771,892 shares of the Issuer
issued and outstanding, as set forth in the Issuer's interim financial
statements for the period ended June 30, 2005.
Page 7 of 10 pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [_].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The clients of SAC and SCPI 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 shares beneficially owned by the Reporting Persons. No
individual clients' holdings of such shares are more than five percent of
the Issuer's total outstanding Common Stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See Items 2(a) and 4 above.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
A group has filed this schedule pursuant to Rule 13d-1(c). See Exhibit 1,
which states the identity of each member of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
NA
ITEM 10. CERTIFICATION
(a) NA
(b) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 8 of 10 pages
SIGNATURE
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: September 20, 2005
1346049 ONTARIO LIMITED
By: /s/ Randall Abramson
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Name: Randall Abramson
Title: Chief Executive Officer
STRATEGIC ADVISORS CORP.
By: /s/ Randall Abramson
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Name: Randall Abramson
Title: Chief Executive Officer
STRATEGIC CAPITAL PARTNERS, INC.
By: /s/ Randall Abramson
------------------------
Name: Randall Abramson
Title: President
/s/ Randall Abramson
--------------------
Randall Abramson
Page 9 of 10 pages
EXHIBIT 1
The members of the group filing this Schedule 13G are:
1. 1346049 Ontario Limited
2. Strategic Advisors Corp.
3. Strategic Capital Partners Inc.
4. Randall Abramson
Page 10 of 10 pages