0001104659-10-014244.txt : 20100315 0001104659-10-014244.hdr.sgml : 20100315 20100315164312 ACCESSION NUMBER: 0001104659-10-014244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100315 DATE AS OF CHANGE: 20100315 GROUP MEMBERS: THE YURI ITKIS GAMING TRUST OF 1993 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Itkis Yuri CENTRAL INDEX KEY: 0001337896 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fortunet, Inc. CENTRAL INDEX KEY: 0001337899 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880252188 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81662 FILM NUMBER: 10681966 BUSINESS ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-796-9090 MAIL ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 a10-6354_1sc13da.htm SC 13D/A


	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)*

FortuNet, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

34969Q100

(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

Brian H. Blaney
Greenberg Traurig, LLP
2375 East Camelback Road
Suite 700
Phoenix, Arizona 85016
Phone: (602) 445-8000
Fax: (602) 445-8603

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 3, 2010

(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

	1.	Names of Reporting Persons. Yuri Itkis Gaming Trust of 1993 (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,000 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,000 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 100%

	14.	Type of Reporting Person (See Instructions) OO

(1) Yuri Itkis is the sole trustee and beneficiary of The Yuri Itkis Gaming Trust of 1993. The subject securities 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.

CUSIP No. 34969Q100

	1.	Names of Reporting Persons. Yuri Itkis (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,000 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,000 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 (1)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 100%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 2 to Schedule 13D relating to shares of common stock, $0.001 par value per share (the “Shares”), of FortuNet, Inc., a Nevada corporation, (the “Issuer”) 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 together with Yuri Itkis, the “Reporting Persons”) and YI Acquisition Corp., a Nevada corporation (“YI Acquisition”), with the Securities and Exchange Commission on November 23, 2009 and amended January 15, 2010 (the “Existing 13D”), for the purpose of amending Item 2 (Identity and Background), Item 4 (Purpose of Transaction), Item 5 (Interest in Securities of the Issuer), Item 6 (Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer) and Item 7 (Material to be Filed as Exhibits). The information below supplements the information previously reported. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Existing Schedule 13D.

Item 2.	Identity and Background.
Item 2 is hereby amended, in pertinent part, by the following: As further described in Item 4 of this Schedule 13D, on March 3, 2010, YI Acquisition merged with and into the Issuer in accordance with the short-form merger provisions of Nevada law. As such, the separate corporate existence of YI Acquisition ceased, and YI Acquisition is no longer a member of this reporting person group.

Item 4.	Purpose of Transaction.
Item 4 is hereby amended, in pertinent part, by the following: The Offer (as defined in the Schedule TO filed by the Trust with the Securities and Exchange Commission on January 15, 2010) expired at midnight, New York City time, on February 17, 2010. According to the depositary for the Offer, a total of 2,016,161 Shares were validly tendered in the Offer, including 27,778 Shares subject to guaranteed delivery. The total of 2,016,161 Shares represented, in the aggregate, approximately 72% of the outstanding Shares not owned by the Trust and approximately 77% of the Shares not owned by the Trust or any of the Issuer’s executive officers or directors. The total of 2,016,161 Shares, together with the Shares already owned by the Trust, represented approximately 93% of the outstanding Shares. In connection with the subsequent short-form merger, all of the Shares owned by the Trust were transferred to YI Acquisition. On March 3, 2010, YI Acquisition merged with and into the Issuer in accordance with the short-form merger provisions of Nevada law without prior notice to, or any action by, any other stockholders of the Issuer. In the merger, each Share outstanding immediately prior to the effective time of the merger was converted into the right to receive the same $2.25 in cash per share, without interest, that was paid in the Offer, except for (i) Shares held by the Issuer as treasury stock or by YI Acquisition and (ii) Shares owned by Issuer stockholders who properly exercise dissenter rights in accordance with Nevada law. Upon consummation of the merger, (i) the Issuer became a wholly owned subsidiary of the Trust, (ii) the common stock of the Issuer ceased to be traded on the NASDAQ Stock Market after Wednesday, March 3, 2010, (iii) all of the Shares owned or acquired in the Offer by the Trust were canceled and (iv) all 1,000 issued and outstanding shares of YI Acquisition common stock owned by the Trust were converted into 1,000 shares of the Issuer’s common stock. Also in connection with the merger, the size and composition of the Issuer’s board of directors and management was revised.

Item 5.	Interest in Securities of the Issuer.
Item 5 is hereby amended, in pertinent part, by the following:

(a)-(b) On the date hereof, the Reporting Persons have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 1,000 Shares, or 100% of the outstanding Shares. Yuri Itkis is the sole trustee and beneficiary of the Trust. The subject shares are owned by the Trust but may be considered beneficially owned by Mr. Itkis. Accordingly, the Trust and Mr. Itkis may be deemed to have shared voting and dispositive power over the shares which are owned by the Trust.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended, in pertinent part, by the following: The response to Item 4 of this Schedule 13D is incorporated herein by reference.

Item 7.	Material to be Filed as Exhibits.
Exhibit A Press Release dated March 3, 2010. Exhibit B Plan of Merger made and entered into by YI Acquisition Corp. on March 3, 2010.

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: March 15, 2010

	The Yuri Itkis Gaming Trust of 1993


	/s/ Yuri Itkis
	By: Yuri Itkis
	Its: Trustee


	/s/ Yuri Itkis
	Yuri Itkis, Individually

EX-99.A 2 a10-6354_1ex99da.htm EX-99.A

EXHIBIT A

YURI ITKIS GAMING TRUST ANNOUNCES SUCCESSFUL

SHORT FORM MERGER WITH FORTUNET

LAS VEGAS, March 3, 2010 — The Yuri Itkis Gaming Trust of 1993 (the “Trust”) announced today that it successfully completed a “short form” merger in which FortuNet, Inc. (Nasdaq: FNET) (“FortuNet”) became a wholly owned subsidiary of the Trust. The merger followed a successful tender offer that expired on February 17, 2010. With the merger complete, FortuNet is taking the appropriate steps to cause its shares to cease to be traded on the Nasdaq Capital Market.

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.

CONTACT:

Georgeson Inc.

199 Water Street, 26th Floor

New York, NY 10038-3560

Banks and Brokers Call (212) 440-9800

All Others Call Toll Free (800) 868-1390

EX-99.B 3 a10-6354_1ex99db.htm EX-99.B

EXHIBIT B

PLAN OF MERGER

THIS PLAN OF MERGER is adopted, made and entered into as of March 3, 2010 (this “Plan”) by YI Acquisition Corp., a Nevada corporation (“YI Acquisition”).

WHEREAS, YI Acquisition has authority to issue 75,000,000 shares of common stock, par value $0.001 per share, of which 1,000 shares are issued and outstanding to The Yuri Itkis Gaming Trust of 1993 (the “Itkis Trust”) immediately prior to the Effective Time (as defined below);

WHEREAS, YI Acquisition owns at least 90 percent of the outstanding capital stock of FortuNet, Inc., a Nevada corporation (“FortuNet” and together with YI Acquisition being referred to herein as the “Constituent Corporations”);

WHEREAS, FortuNet has authority to issue 150,000,000 shares of common stock, par value $0.001 per share, of which 11,054,011 shares of common stock are issued and outstanding immediately prior to the Effective Time, and 50,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding;

WHEREAS, Chapter 92A of the Nevada Revised Statutes permits a corporation organized under the laws of the State of Nevada to merge with and into another domestic corporation, and in accordance with NRS 92A.180 where one of the corporations is a parent domestic corporation with a 90 percent or more interest in a subsidiary domestic corporation, such parent domestic corporation may merge with and into such subsidiary domestic corporation without the approval of owners of the owner’s interests of the subsidiary domestic corporation;

WHEREAS, the board of directors of YI Acquisition, on behalf of YI Acquisition and as a 90 percent stockholder of FortuNet, deem it advisable and in the best interests of each of the Constituent Corporations and their respective stockholder(s) that the Constituent Corporations merge (the “Merger”) into a single corporation, FortuNet, on the terms and subject to the conditions contained herein and, in accordance with Chapter 92A of the Nevada Revised Statutes, has approved and adopted this Plan and the Merger and has authorized the execution and delivery of this Plan;

WHEREAS, the Itkis Trust, as the sole stockholder of YI Acquisition, has approved this Agreement and the Merger; and

NOW, THEREFORE, in accordance with Chapter 92A of the Nevada Revised Statutes and in order to set forth the terms and conditions relating to the Merger and the mode of carrying the Merger into effect, YI Acquisition, as the merging parent domestic corporation, hereby provides as follows:

1. Merger; Effective Time. At the Effective Time, YI Acquisition shall be merged with and into FortuNet, and FortuNet shall be the surviving corporation (being sometimes referred to herein as the “Surviving Corporation”). The Merger shall become effective upon the filing of articles of merger with the Secretary of State of the State of Nevada (the “Effective Time”). The separate existence of YI Acquisition shall cease on the Effective Time in accordance with the provisions of Chapter 92A of the Nevada Revised Statutes.

2. Name of Surviving Corporation, Articles of Incorporation, Bylaws, Directors and Officers.

2.1. Name of Surviving Corporation. The name of the Surviving Corporation is FortuNet, Inc.

2.2. Articles of Incorporation. At the Effective Time, the articles of incorporation of FortuNet as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter amended, modified or changed as therein provided and in the manner prescribed by law.

2.3. Bylaws. At the Effective Time, the bylaws of FortuNet, as in effect immediately prior to the Merger shall be the bylaws of the Surviving Corporation until thereafter amended, modified or changed as therein provided and in the manner prescribed by law.

2.4. Directors. The directors of YI Acquisition immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, each of whom shall be a director of the Surviving Corporation until his respective successor is duly elected or appointed.

2.5 Officers. The officers of YI Acquisition immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, each of whom shall hold office in the Surviving Corporation until his respective successor is duly elected or appointed.

2.6. Vacancies. If, on or after the Effective Time, a vacancy exists in the board of directors or in any of the officers of the Surviving Corporation by reason of death or inability or refusal to act, or for any other reason, such vacancy may be filled in the manner provided in the bylaws of the Surviving Corporation.

3. Status of Securities of Constituent Corporations.

3.1. Surviving Corporation.

(a) At the Effective Time, each share of common stock, par value $0.001 per share, of FortuNet (a “Share”) which is issued and outstanding immediately prior to the Effective Time (other than any Shares held in treasury of FortuNet and any Shares owned by YI Acquisition) (the “Minority Shares”) shall be canceled and converted into the right to receive $2.25 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”), payable upon surrender of the certificate formerly evidencing such Share, subject to the rights of holders of the Minority Shares (the “Minority Stockholders”) to seek appraisal of the “fair value” thereof by following the procedures required by NRS 92A.300 to 92A.500. No interest will be paid on any cash held pending surrender of certificates representing the Minority Shares, unless otherwise required by NRS 92A,300 to 92A.500. Minority Stockholders who shall have properly demanded in writing appraisal for such Shares in accordance with NRS 92A.300 to 92A.500 (collectively, the “Dissenting Shares”) shall be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such NRS 92A.300 to 92A.500, except that any Dissenting Shares held by Minority Stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal of such Minority Shares under such NRS 92A.300 to 92A.500 shall be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates formerly evidencing such Shares.

(b) At the Effective Time, each Share that is issued and outstanding immediately prior to the Effective Time and which is held in treasury of FortuNet shall be deemed canceled.

(c) At the Effective Time, each outstanding stock option or other similar right granted by FortuNet to acquire shares will be canceled and the holder of that option or other similar right will be entitled to receive a cash payment equal to the excess, if any, of $2.25 over the per share exercise price of the option or other similar right. No payment will be made with respect to stock options that have per share exercise prices equal to or greater than $2.25.

3.2. YI Acquisition. At the Effective Time, each share of common stock, par value $0.001 per share, of YI Acquisition. which is issued and outstanding immediately prior to the Effective Date, shall, by virtue of the Merger, and without any action on the part of the holder thereof, be automatically canceled and converted into the right to receive 100% of the common stock, par value $0.001 per share, of the Surviving Corporation.

4. Miscellaneous.

4.1. Amendment and Termination of Merger. At any time prior to the Effective Time, this Plan may be amended or terminated by the board of directors of YI Acquisition notwithstanding approval of this Plan by the stockholder of YI Acquisition.

4.2. Effect of Merger. From and after the Effective Time:

(a) the Surviving Corporation shall succeed to all the rights and obligations of YI Acquisition and shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of YI Acquisition;

(b) all of the rights, privileges, powers and franchises of YI Acquisition, and all property, real, personal and mixed, and all debts due to YI Acquisition, on whatever account, shall be vested in the Surviving Corporation;

(c) all property, rights, privileges, powers and franchises and all and every other interest of YI Acquisition shall be thereafter as effectually the property of the Surviving Corporation as they were of YI Acquisition, and the title to any real estate vested by deed or otherwise in YI Acquisition shall not revert or be in any way impaired; and

(d) all rights of creditors and all liens upon any property of YI Acquisition shall be preserved unimpaired, and all debts, liabilities and duties of YI Acquisition, including those of any employee benefit plan, shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties has been incurred or contracted by it.

At any time, and from time to time, after the Effective Time, the last acting officer of YI Acquisition, or the corresponding officers of the Surviving Corporation, may in the name of YI Acquisition, execute and deliver all such proper deeds, assignments and other instruments, and take or cause to be taken all such further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest, perfect or confirm in the Surviving Corporation title to and possession of all of the respective property, rights, privileges, powers, franchises, immunities and interests of YI Acquisition and otherwise to carry out the purposes of this Plan and the Merger.

4.3. Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Nevada.

[Signature Page Follows]

IN WITNESS WHEREOF, in accordance with NRS 92A.180, this Plan has been adopted and executed by YI Acquisition, as the merging parent domestic corporation, by a duly appointed officer as of the date first above written.

YI ACQUISITION CORP.


By:	/s/ Yuri Itkis
	Name:	Yuri Itkis
	Its:	President