- Amended Statement of Beneficial Ownership (SC 13D/A)
January 15 2010 - 6:24AM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D/A
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(Amendment No. 1)*
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
Michael J. Bonner
Eric T. Blum
Greenberg Traurig, LLP
3773 Howard Hughes Parkway
Suite 400 North
Las Vegas, Nevada 89169
Phone: (702) 792-3773
Fax: (702) 792-9002
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Brian
H. Blaney
Greenberg
Traurig, LLP
2375
East Camelback Road
Suite
700
Phoenix,
Arizona 85016
Phone: (602) 445-8000
Fax: (602) 445-8603
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(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
x
The information required on 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).
CUSIP No. 34969Q100
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1.
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Names of Reporting Persons.
The Yuri Itkis Gaming Trust of 1993 (1)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Nevada, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,266,500 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
8,266,500 (1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
8,266,500 (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row 11
74.8%
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1)
Yuri Itkis is the sole trustee and beneficiary of The
Yuri Itkis Gaming Trust of 1993. The
subject securities were acquired and are owned by The Yuri Itkis Gaming Trust
of 1993 but may be considered beneficially owned by Mr. Itkis. Accordingly, The Yuri Itkis Gaming Trust of
1993 and Mr. Itkis may be deemed to have shared voting and dispositive power
over the shares which are owned by The Yuri Itkis Gaming Trust of 1993.
2
CUSIP No. 34969Q100
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1.
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Names of Reporting Persons.
Yuri Itkis (1)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Nevada, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,266,500 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
8,266,500 (1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
8,266,500 (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row 11
74.8%
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1)
Yuri Itkis is the sole trustee and beneficiary of The
Yuri Itkis Gaming Trust of 1993. The
subject securities were acquired and are owned by The Yuri Itkis Gaming Trust
of 1993 but may be considered beneficially owned by Mr. Itkis. Accordingly, The Yuri Itkis Gaming Trust of
1993 and Mr. Itkis may be deemed to have shared voting and dispositive power
over the shares which are owned by The Yuri Itkis Gaming Trust of 1993.
3
CUSIP No. 34969Q100
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1.
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Names of Reporting Persons.
YI Acquisition Corp. (1)
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Nevada, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented
by Amount in Row 11
0%
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14.
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Type of Reporting Person
(See Instructions)
CO
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(1)
The Yuri Itkis Gaming Trust of 1993 is the sole
stockholder of YI Acquisition Corp.
4
This Amendment
No. 1 to Schedule 13D relating to shares of common stock, $0.001 par value
per share (the Shares), of FortuNet, Inc., a Nevada corporation, amends the
Schedule 13D filed by Yuri Itkis, an individual and a citizen of the United
States of America, and The Yuri Itkis Gaming Trust of 1993, a trust (the
Trust) and YI Acquisition Corp., a Nevada corporation ("YI
Acquisition" and together with Yuri Itkis and the Trust, the Reporting
Persons), with the Securities and Exchange Commission on November 23, 2009
for the purpose of amending Item 4 (Purpose of Transaction) and Item 7
(Material to be Filed as Exhibits).
The information below supplements the information previously reported.
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Item 4.
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Purpose of Transaction.
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On January 15, 2010,
the Trust issued a press release, a copy of which is filed with this Amendment
No. 1 as Exhibit A. The contents of
the press release are incorporated by reference into this Item 4. In the press
release, the Trust announced that it has commenced a tender offer to acquire
all outstanding Shares not already owned by the Trust for $2.25 per share net
to the seller in cash.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit
A Press Release dated
January 15, 2010.
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5
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.
Dated: January 15,
2010
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The
Yuri Itkis Gaming Trust of 1993
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/s/
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Yuri
Itkis
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By:
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Yuri
Itkis
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Its:
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Trustee
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/s/
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Yuri
Itkis
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Yuri
Itkis, Individually
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YI
Acquisition Corp.
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/s/
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Yuri
Itkis
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By:
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Yuri
Itkis
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Its:
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President
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6
EXHIBIT A
THE YURI ITKIS GAMING TRUST COMMENCES TENDER
OFFER TO PURCHASE REMAINING
PUBLIC STAKE IN FORTUNET, INC.
Offer Price Increased To $2.25 in Cash per Share
LAS VEGAS, January 15,
2010The Yuri Itkis Gaming Trust of 1993 (the Trust)
announced today that it has commenced a
tender offer to purchase all of the outstanding shares of Common Stock of
FortuNet, Inc. (NASDAQ:FNET) not already owned by the Trust for $2.25 in
cash per share. The increased offer
price represents a 32% increase over the originally announced price of $1.70
per share, a premium of approximately 76% over the closing price of the shares
on November 20, 2009, the last full trading day prior to the first public
announcement of the Trusts intended offer, and a premium of approximately 69%
above the average closing price of the shares for the 20 trading days
immediately preceding November 20, 2009.
The Trusts decision to increase the offer price
follows discussions between representatives of the Trust and certain members
and representatives of the special committee of independent members of the
Board of Directors of FortuNet, Inc. appointed to review the Trusts
offer.
The necessary filings with the Securities and Exchange
Commission in connection with the tender offer are being made today, and the
offer documents will be mailed promptly to FortuNet stockholders.
ABOUT FORTUNET, INC.
According to its website, FortuNet, together with its wholly owned
subsidiaries, Millennium Games, Star Bingo Holdings, LLC, and Star Bingo
Supply, LLC, is engaged primarily in the business of designing,
manufacturing, field maintenance of, and leasing electronic gaming and
entertainment systems throughout North America.
FortuNet derives substantially all of its revenues from the gaming
industry in the United States and Canada.
NOTICE TO FORTUNET STOCKHOLDERS
This
press release is neither an offer to purchase nor a solicitation of an offer to
sell securities. The tender offer is
made solely through the Offer to Purchase and the related Letter of Transmittal,
which will be mailed to shareholders of FortuNet. The Trust is not aware of any jurisdiction in
which the making of the tender offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If the Trust becomes aware
of any valid state statute prohibiting the making of the tender offer or the
acceptance of common stock pursuant to the tender offer, it will make a good
faith effort to comply with the statute or seek to have the statute declared
inapplicable to the tender offer. If, after a good faith effort, the Trust
cannot comply with the statute, it will not make the tender offer to, nor will
it accept tenders from or on behalf of, holders of common stock in the
applicable state. In any jurisdiction where the securities, blue sky or other
laws require the tender offer to be made by a licensed broker or dealer, the
tender offer will be deemed to be made on our behalf by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
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