As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/01/09  Optimal Group Inc                 CORRESP¶   11/20/09    1:39K                                    Edgar Ease Svc Bureau/FA

Document/Exhibit                   Description                      Pages   Size 

 1: CORRESP     Comment-Response or Other Letter to the SEC         HTML     27K 

Registered Office:

3500 de Maisonneuve Blvd. West, Suite 800

Montréal, Québec H3Z 3C1

 

 

 

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

 

 

 

Dear Mr. Owings:

Optimal Group Inc. (“Optimal”) is responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated May 21, 2009 (the “Comment Letter”) with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy”) and Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”).

Concurrently with this response letter, Optimal has filed with the Commission amended versions of each of the Proxy and the Form 10-K, incorporating the revisions described herein. To facilitate your review, this letter includes each of the Staff’s comments from the Comment Letter in bold followed by Optimal’s response. Terms not otherwise defined in this letter shall have the meaning ascribed to them in the Proxy or Form 10-K, as applicable. References to Rules in this letter are references to the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent otherwise specified.

Preliminary Proxy Statement on Schedule 14A  

Compensation Discussion and Analysis, page 16  

 

 

In response to the Staff’s comment, the Proxy has been revised so that the compensation discussion and analysis appears before the compensation tables starting on page 9 of the revised Proxy.

Share Ownership of Directors, Executive Officers and Principal Shareholders, page 18  

In response to the Staff’s comment, the dates and percentage of ownership have been updated in the revised Proxy.

Pursuant to Instruction 3 to Item 403 of Regulation S-K, in preparing disclosure regarding the holders of more than 5% of the Class A shares, Optimal has relied upon information set forth in statements filed with the Commission pursuant to Section 13(d) or 13(g) of the Exchange Act. As you note in your comment, the Schedule 13G that was filed by William Blair & Company L.L.C. does not disclose whether a natural person(s) or public company has the ultimate voting or investment control over the shares held by William Blair & Company and Optimal does not otherwise possess any additional information about this beneficial shareholder.

Proposal No. 4 - Special Resolution of Shareholders Consolidating the Shares, page 22  

Reduced shareholder transaction cost, page 23  

In response to the Staff’s comment, the Proxy has been revised to add a statement on page 23 of the revised Proxy confirming that Optimal has no (and is not aware of any) plans, proposals or arrangements at this time, written or otherwise, to engage in a “going private” transaction pursuant to Rule 13e-3.

Effect on Authorized but Unissued Shares of Class “A” Shares, page 24  

 

 

delaying or preventing a change of control of you or management. Refer to SEC Release 34-15230.

Optimal is a corporation organized under the Canada Business Corporations Act and is currently authorized to issue an unlimited number of Class “A” shares. As a result, the share consolidation will not create an anti-takeover effect. In order to correct and clarify this point in the disclosure, Optimal has deleted the following language from page 24 of the Proxy:

“If a share consolidation is implemented, this will have the effect of increasing the proportion of authorized but unissued shares of Class “A” shares. The Corporation has no definitive plans, commitments, arrangements, understandings or agreements regarding the additional authorized shares available if a share consolidation is implemented.”

Form 10-K for the Fiscal Year Ended December 31, 2008  

Management’s Report on Internal Control Over Financial Reporting, page 102  

In its assessment, Optimal’s management concluded there were no changes in Optimal’s internal control over financial reporting during its last fiscal quarter that have materially affected, or are likely to materially affect, Optimal’s internal control over financial reporting. In order to clarify the disclosure, Optimal has deleted “Other than with respect to the acquisition of Sablon Distribution and Think Tank Toys” from the last sentence in the third paragraph under “Item 9A - Controls and Procedures - Management’s Report on Internal Control Over Financial Reporting” starting on page 3 of the Form 10-K.

Certain Relationships and Related Transactions and Director Independence, page 116  

The independent members of Optimal’s board of directors will review, approve or ratify proposed transactions with related parties on a case-by-case basis, and if the proposed transaction is with an independent board member, such member will recuse himself or herself from such review, approval or ratification. When deliberating such transactions, the independent directors will consider whether the terms of the transaction are fair to Optimal.

 

 

The consulting agreement with Mr. Stephen Shaper disclosed under “Item 13 – “Certain Relationships And Related Transactions, And Director Independence” ” was an arrangement that was entered into by Terra Payments Inc. (“Terra”) prior to Optimal’s acquisition of Terra in 2004. As a result, this arrangement was not subject to review and formal approval in 2008. Disclosure has been added on page 5 of the Form 10-K and page 9 of the Proxy to reflect the foregoing.

Optimal has not adopted a formal written policy with respect to such transactions because they have rarely occurred at Optimal – since becoming a registrant Optimal has entered into only one such transaction in 1996.

Exhibits 31.1 and 31.2  

In response to the Staff’s comment, Exhibits 31.1 and 31.2 have been revised accordingly.

In response to the Staff’s comment, Exhibits 31.1 and 31.2 have been dated as of the filing date of the amendment.

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  On behalf of Optimal, we acknowledge that:

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Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (514) 738-8885.