Optimal Group Inc – ‘F-3/A’ on 3/22/00

On:  Wednesday, 3/22/00   ·   Accession #:  940180-0-328   ·   File #:  333-31044

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Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction   —   Form F-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-3/A       Amendment No. 2 to Form F-3                            5     29K 
 2: EX-5        Opinion of Goodman Philips & Vineberg                  3     10K 

F-3/A   —   Amendment No. 2 to Form F-3
Document Table of Contents

F-3/A
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As filed with the Securities and Exchange Commission on March 22, 2000      
                                                    Registration No. 333-31044

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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

---------------   

AMENDMENT NO. 2       
To  
FORM F-3  
REGISTRATION STATEMENT  
Under 
THE SECURITIES ACT OF 1933  

---------------   

Optimal Robotics Corp.  
(Exact name of Registrant as specified in its charter)  

---------------   

                                                                [Download Table]
                                                                                  
             Canada                          7373                   98-0160833    
(State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer 
 incorporation or organization)  Classification Code Number)   Identification No.)

---------------   

4700 de la Savane 
Suite 101 
Montreal, Quebec H4P 1T7  
(514) 738-8885  
(Address and telephone number of Registrant's principal executive offices)  

---------------   

CT Corporation System 
111 8th Avenue  
New York, New York 10011  
Telephone (212) 894-8400  
(Name, address and telephone number of agent for service) 

---------------   

Copies to:  

                                                        [Enlarge/Download Table]
                                                                                        
    Guy P. Lander, Esq.        Leon P. Garfinkle, Esq.      Arthur Jay Schwartz, Esq.   
Goodman Phillips & Vineberg  Goodman Phillips & Vineberg      Marlon F. Starr, Esq.     
      430 Park Avenue         1501 McGill College Avenue  Smith, Gambrell & Russell, LLP
  New York, New York 10022     Montreal, Quebec H3A 3N9    1230 Peachtree Street, N.E.  
       (212) 308-8866               (514) 841-6400            Atlanta, Georgia 30309    
                                                                  (404) 815-3500        

---------------   

Approximate date of commencement of proposed sale to the public: As soon as 
practicable after this Registration Statement becomes effective.                
If the only securities being registered on this Form are being offered      
pursuant to dividend or interest investment plans, please check the following   
box. [_]                                                                        
If any of the securities being registered on this Form are to be offered on 
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,    
please check the following box. [_]                                             
If this Form is filed to register additional securities for an offering     
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement for the same offering. [_]____________                   
If this Form is a post-effective amendment filed pursuant to Rule 462(c)    
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]____________                                          
If this Form is a post-effective amendment filed pursuant to Rule 462(d)    
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.  [_]___________                                          
If delivery of the prospectus is expected to be made pursuant to Rule 434,  
please check the following box. [_]                                             

The Registrant hereby amends this Registration Statement on such date or    
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment that specifically states that this Registration  
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until this Registration Statement shall become    
effective on such date as the Commission, acting pursuant to said Section       
8(a), may determine.                                                            

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F-3/A
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PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS  

Item 14. Other Expenses of Issuance and Distribution                            

The estimated expenses payable by the registrant in connection with the     
issuance and distribution of the securities being registered are as follows:    

                                                                [Download Table]
                                                                            
SEC Registration Fee............................................... $ 22,770
Nasdaq National Market Listing Fee................................. $  8,780
NASD Registration Fee.............................................. $ 17,500
Accounting Fees and Expenses....................................... $250,000
Printing and Engraving Expenses.................................... $175,000
Legal Fees and Expenses............................................ $350,000
Miscellaneous Expenses............................................. $100,950
                                                                    --------
  Total............................................................ $925,000
                                                                    ========

Item 15. Indemnification of Directors and Officers                              

The Company's By-laws provide the following:                                

Subject to the provisions of the Canada Business Corporations Act (the      
"CBCA"), every director and officer of the Company (including those who have    
acted at the Company's request as an officer or director of a body corporate    
of which the Company is or was a shareholder or creditor) and his heirs and     
legal representatives shall from time to time be indemnified and saved          
harmless by the Company from and against all costs, charges and expenses        
reasonably incurred by him in respect of any civil, criminal or administrative  
action or proceeding to which he is made a party by reason of being or having   
been a director or officer of the Company or such body corporate (including     
without limitation all losses, liabilities, costs, charges and expenses         
incurred by him in respect of any act or proceeding for the recovery of claims  
of employees or former employees of the Company or such body corporate or in    
respect of any claim based upon the failure of the Company to deduct,           
withhold, remit or pay any amount for taxes, assessments and other charges of   
any nature whatsoever as required by law), if                                   

(a) he acted honestly and in good faith with a view to the best interests   
of the Company; and                                                 

(b) in the case of a criminal or administrative action or proceeding that   
is enforced by a monetary penalty, he had reasonable grounds for    
believing that his conduct was lawful.                              

The By-laws also contain a provision eliminating the liability of directors 
or officers for losses, damages or other misfortunes of the Company arising     
out of the execution of the duties of his office or in relation thereto,        
unless occasioned by his own wilful neglect or default (subject to compliance   
with the mandatory obligations and duties imposed by the CBCA and the           
regulations thereunder and the liability imposed for any breach thereof).       

The Company shall also indemnify such person in such other circumstances as 
the CBCA may require.                                                           

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Item 16. Exhibits                                                               

                                                                [Download Table]

Exhibit                                                                      
Number  Exhibit                                                              
------- -------                                                              
                                                                             
 1.1    Form of Underwriting Agreement*                                      
 3.1    Articles*                                                            
 3.2    By-laws*                                                             
 4      Specimen certificate of the common shares*                           
 5      Opinion of Goodman Phillips & Vineberg                               
23.1    Consent of Goodman Phillips & Vineberg (included in Exhibit 5)       
23.2    Consent of PricewaterhouseCoopers LLP*                               
23.3    Consent of CT Corporation*                                           
        Power of attorney (included on the signature page of the registration
24.1    statement)*                                                          

--------                                                                        

* Previously filed                                                              

Item 17. Undertakings                                                           

(a) Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions, or otherwise, the          
registrant has been advised that in the opinion of the Securities and Exchange  
Commission such indemnification is against public policy as expressed in the    
Act and is, therefore, unenforceable. In the event that a claim for             
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in the successful defense of any action, suit or       
proceeding) is asserted by such director, officer or controlling person in      
connection with the securities being registered, the registrant will, unless    
in the opinion of its counsel the matter has been settled by controlling        
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the Act     
and will be governed by the final adjudication of such issue.                   

(b) The undersigned registrant hereby undertakes that (i) for purposes of   
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or 15(d) of the            
Securities Exchange Act of 1934 (and, where applicable, each filing of an       
employee benefit plan's annual report pursuant to Section 15(d) of the          
Securities Exchange Act of 1934) that is incorporated by reference in the       
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such            
securities at that time shall be deemed to be the initial bona fide offering    
thereof; (ii) for purposes of determining any liability under the Securities    
Act of 1933, the information omitted from the form of prospectus filed as part  
of this registration statement in reliance upon Rule 430A and contained in a    
form of prospectus filed by the registrant pursuant to Rules 424(b)(1) or (4)   
or 497(h) under the Securities Act shall be deemed to be part of this           
registration statement as of the time it was declared effective; and (iii) for  
the purposes of determining any liability under the Securities Act of 1933,     
each post-effective amendment that contains a form of prospectus shall be       
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to    
be the initial bona fide offering thereof.                                      

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SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, the registrant  
certifies that it has reasonable grounds to believe that it meets the           
requirements for filing on Form F-3 and has duly caused this registration       
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Montreal, Province of Quebec, on the 22nd day of     
March, 2000.                                                                    

                          Optimal Robotics Corp.
                (Registrant)

                                        /s/ Holden L. Ostrin
                                         By: _________________________________
                                            Holden L. Ostrin
                                           Co-Chairman

Pursuant to the requirements of the Securities Act of 1933, this            
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

                                                                [Download Table]

              Signature                          Title              Date     
              ---------                          -----              ----     

                                                                             
                 *                    Director (Principal      March 22, 2000
_____________________________________  Executive Officer)                    
          Neil S. Wechsler                                                   

       /s/ Holden L. Ostrin           Director                 March 22, 2000
_____________________________________                                        
          Holden L. Ostrin                                                   

                 *                    Director                 March 22, 2000
_____________________________________                                        
            Henry M. Karp                                                    

                 *                    Director                 March 22, 2000
_____________________________________                                        
          Leon P. Garfinkle                                                  

                 *                    Director (Authorized     March 22, 2000
_____________________________________  Representative in the                 
          James S. Gertler             United States)                        

                 *                    Principal Financial and  March 22, 2000
_____________________________________  Accounting Officer                    
          Gary S. Wechsler                                                   

      /s/ Holden L. Ostrin                                                   
*By: _______________________________                                         
          Holden L. Ostrin                                                   
       Under Power-of-Attorney                                               

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EXHIBIT INDEX 

                                                                [Download Table]

Exhibit                                                                       
Number                                  Exhibit                               
-------                                 -------                               
                                                                              
 1      Form of Underwriting Agreement*                                       

 3.1    Certificate and Articles of Continuance (incorporated by reference to 
        Exhibit 3.1 to the Company's registration statement on Form F-1, file 
        333-4950, filed with the Commission on October 24, 1996)              

 3.2    By-laws (incorporated by reference to Exhibit 3.2 to the Company's    
        Annual Report on Form 10-K, File No. 0-28572, filed with the          
        Commission on March 8, 1999)                                          

 4      Specimen certificate of the common shares (incorporated by reference  
        to Exhibit 1.1 to the Company's Registration Statement on Form 8, File
        No. 0-28572, filed with the Commission on July 17, 1996)              

 5      Opinion of Goodman Phillips & Vineberg                                

23.1    Consent of Goodman Phillips & Vineberg (included in Exhibit 5)        

23.2    Consent of PricewaterhouseCoopers LLP*                                

23.3    Consent of CT Corporation*                                            

24.1    Power of attorney (included on the signature page of the registration 
        statement)*                                                           

--------                                                                        

* Previously filed                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/22/00		1		4			None on these Dates
		3/8/99		5
		10/24/96		5
		7/17/96		5
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