UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
FORTUNET,
INC.
(Name of Subject Company (Issuer))
THE
YURI ITKIS GAMING TRUST OF 1993
YI
ACQUISITION CORP.
YURI
ITKIS
(Name of Filing Persons (Offeror))
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
34969Q100
(CUSIP Number of Class of Securities)
Yuri
Itkis
2950 S. Highland Drive, Suite C
Las Vegas, NV 89109
(702) 796-9090
(Name, address, and telephone numbers of persons authorized to receive
notices
and communications on behalf of filing persons)
Copies to:
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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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Calculation
of Filing Fee:
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Transaction
|
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Amount of
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Valuations(1)
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Filing Fee(2)
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$6,271,900
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$447
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(1)
The
transaction valuation is estimated solely for purposes of calculating the
filing fee. The calculation assumes the purchase of all outstanding shares of
Common Stock of FortuNet, Inc. (“FortuNet”), par value $0.001 per share
(the “Shares”), not beneficially owned by The Yuri Itkis Gaming Trust of 1993
(the “Gaming Trust”) at a purchase price of $2.25 per Share, net to the seller
in cash. According to FortuNet’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2009, as of November 11, 2009,
there were 11,054,011 Shares outstanding, of which 8,266,500 are held by the
Gaming Trust. Accordingly, this
calculation assumes the purchase of 2,787,511 Shares.
(2)
The
amount of the filing fee is calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #4 for
Fiscal Year 2010, issued December 17, 2009. The fee equals $71.30 per one
million dollars of transaction value.
x
Check the box if any part of the fee is offset as
provided by Rule 0-1 1(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
Amount Previously Paid: $447
Form or Registration No.: Schedule TO-T
Filing Party:
The Yuri Itkis Gaming Trust of 1993, YI Acquisition Corp. and Yuri Itkis
Date Filed: January 15,
2010
o
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
Check the
appropriate boxes below to designate any transactions to which the statement
relates:
x
third party tender offer subject to Rule 14d-1.
o
issuer tender offer subject
to Rule 13e-4.
x
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D
under Rule 13d-2.
Check the following box
if the filing is a final amendment reporting the results of the tender
offer:
o
This Amendment No. 2 amends and supplements the Tender
Offer Statement and Rule 13e-3 Transaction Statement filed under cover of
Schedule TO on January 15, 2010, as amended and supplemented (the “Schedule TO”)
by The Yuri Itkis Gaming Trust of 1993 (the “Gaming Trust”), YI Acquisition
Corp. and Yuri Itkis. The Schedule TO relates to the offer by the Gaming Trust
to purchase all outstanding shares of Common Stock, par value $0.001 per share
(the “Shares”), of FortuNet, Inc. (“FortuNet”), not owned by the Gaming Trust,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated January 15, 2010 (the “Offer to Purchase”), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the “Offer”).
The items of this Schedule TO set forth below are
hereby further amended and supplemented as follows:
Item 1. Summary Term Sheet; Item 4. Terms of the Transaction
(1) The
Expiration Date of the Offer is extended to 12:00 midnight, New York City time,
on Wednesday, February 17, 2010.
(2) The
press release announcing the extension of the Offer is attached hereto as Exhibit
(a)(1)(x) and is incorporated herein by reference.
Item 12. Exhibits
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(a)(1)(x)
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Press release, dated February
16, 2010, issued by the Trust
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2