-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vu/VIWk50ceFdCI48VA57gMBrJx7AbXzetZH7Zy8XUWv9knTgiBdb9HP/lwuUzoN hlkm0P1Ba4Jv+QdW0Wu/gw== 0001013594-02-000097.txt : 20020515 0001013594-02-000097.hdr.sgml : 20020515 20020515110655 ACCESSION NUMBER: 0001013594-02-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMAL ROBOTICS CORP CENTRAL INDEX KEY: 0001015923 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 980160833 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50030 FILM NUMBER: 02649040 BUSINESS ADDRESS: STREET 1: 4700 DE LA SAVANE STREET 2: STE 101 CITY: MONTRAAL QUEBEC STATE: E6 BUSINESS PHONE: 5147388885 MAIL ADDRESS: STREET 1: 4700 DE LA SAVANNE STREET 2: MONTREAL, QUEBEC H4P IT7 CANADA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAGE ASSET MANAGEMENT CENTRAL INDEX KEY: 0001109294 IRS NUMBER: 133935535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125210908 MAIL ADDRESS: STREET 1: 153 EAST 53RD STREET 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 optimal13g.txt OPTIMAL ROBOTICS CORP. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.___)* Optimal Robotics Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 68388R208 (CUSIP Number) April 25, 2002 (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 disclosures provided in a prior cover page. 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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Opportunity Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 172,600 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 172,600 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 172,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Master Investments Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,020,100 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,020,100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,020,100 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,192,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,192,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,192,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barry G. Haimes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,192,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,192,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,192,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Katherine R. Hensel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,192,700 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,192,700 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,192,700 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). Name of Issuer: Optimal Robotics Corp. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 4700 de la Savane, Suite 101 Montreal, QU H4P 1, Canada Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Sage Opportunity Fund, L.P., a Delaware limited partnership ("Sage"), Sage Master Investments Ltd., a Cayman Islands exempted company ("Sage Master"), Sage Asset Management, L.L.C., a Delaware limited liability company ("SAM"), Barry G. Haimes and Katherine R. Hensel (collectively, the "Reporting Persons"). Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Sage, SAM, Mr. Haimes and Ms. Hensel is 153 East 53rd Street, 48th Floor, New York, New York 10022. The principal business address for Sage Master is c/o Huntlaw Corporate Services Ltd., P.O. Box 1350 GT, The Huntlaw Building, Grand Cayman, Cayman Islands. Item 2(c). Citizenship: Sage is a Delaware limited partnership, Sage Master is a Cayman Islands exempted company, SAM is a Delaware limited liability company, and each of Mr. Haimes and Ms. Hensel is a citizen of the United States. Item 2(d). Title of Class of Securities Common Stock ("Common Stock"). Item 2(e). CUSIP Number: 68388R208 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Sage beneficially owns 172,600 shares of Common Stock. Sage Master beneficially owns 1,020,100 shares of Common Stock. SAM, solely in its capacity as investment manager of Sage Master and certain other managed accounts and as a general partner of Sage, beneficially owns 1,192,700 shares of Common Stock. Mr. Haimes and Ms. Hensel, solely in their capacity as co-portfolio managers of SAM, each beneficially owns 1,192,700 shares of Common Stock. (b) Percent of class: The Reporting Persons' aggregate beneficial ownership of 1,192,700 shares of Common Stock constitutes 7.7% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 172,600 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 1,020,100 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to vote or direct the vote of 1,192,700 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 172,600 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 1,020,100 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to dispose or direct the disposition of 1,192,700 shares of Common Stock. 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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit B attached hereto. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below the undersigned certifies that, to the best of its 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. 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. Dated: May 14, 2002 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry G. Haimes Barry G. Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Barry G. Haimes Barry G. Haimes Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry G. Haimes Barry G. Haimes Managing Member /s/ Barry G. Haimes ---------------------------------- Barry G. Haimes /s/ Katherine R. Hensel ---------------------------------- Katherine R. Hensel EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Optimal Robotics Corp. dated May 14, 2002 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: May 14, 2002 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry G. Haimes Barry G. Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Barry G. Haimes Barry G. Haimes Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry G. Haimes Barry G. Haimes Managing Member /s/ Barry G. Haimes ---------------------------------- Barry G. Haimes /s/ Katherine R. Hensel ---------------------------------- Katherine R. Hensel EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Sage Opportunity Fund, L.P. Sage Master Investments Ltd. Sage Asset Management, L.L.C. Barry G. Haimes Katherine R. Hensel -----END PRIVACY-ENHANCED MESSAGE-----