UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Cryptologic, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
228906103
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 2, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. _
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See section 240.13d-7
for other parties to whom copies are to be sent.
*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).
Cusip No. 228906103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 1,396,288*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 1,396,288*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,396,288*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 10.9% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 305,816 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 928,897 shares of Common Stock owned by
Special Situations Fund III QP, L.P., 22,084 shares of Common Stock owned
by Special Situations Technology Fund, L.P. and 139,491 shares of Common
Stock owned by Special Situations Technology Fund II, L.P.
*
See Items 2 and 5 of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule relates to the common stock Cryptologic, Inc. (the
Issuer). The Issuers principal executive officers are located at Marine
House, 3rd floor, Clanwilliam Place, Dublin 2, Ireland
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (Marxe) and
David M. Greenhouse (Greenhouse), who are the controlling principals of
AWM Investment Company, Inc. (AWM), the general partner of and
investment adviser to Special Situations Cayman Fund, L.P. (Cayman).
AWM also serves as the general partner of MGP Advisers Limited
Partnership (MGP), the general partner of Special Situations Fund III QP,
L.P. (SSFQP). Marxe and Greenhouse are also members of SST Advisers,
L.L.C. (SSTA), the general partner of Special Situations Technology Fund,
L.P. (Tech) and Special Situations Technology Fund II, L.P. (Tech II).
AWM serves as the investment adviser to SSFQP, Tech and Tech II. (SSFQP,
Cayman, Tech and Tech II will hereafter be referred to as, the Funds).
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
The principal office and business address of the Reporting Persons,
is 527 Madison Avenue, Suite 2600, New York NY 10022.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors),nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
AWM believes that the securities referred to in this Schedule are
undervalued and that the Issuer has underperformed and has not provided
sufficient value to its shareholders. AWM is considering any and all
actions necessary or advisable to realize the value it believes is
inherent in the securities. Specifically, AWM intends to exchange views
with other shareholders concerning the strategic direction of the Issuer
and the composition of the Issuers management. AWM believes that it is
in the best interests of all shareholders to replace the Issuers current
management with a management team that is committed to maximizing
shareholder value. In addition, AWM believes that the Issuer should
pursue a sale of the Issuer to a third party or another
strategic transaction to maximize shareholder value. Depending upon AWM?s
view of the Issuers business and financial prospects and general market
conditions, the Funds may purchase additional shares of Common Stock or
dispose of shares of Common Stock at any time or from time to time.
Item 5. Interest in Securities of the Issuer.
Cayman owns 305,816 shares of Common Stock or 2.4% of the
shares outstanding, SSFQP owns 928,897 shares of Common Stock or 7.3% of
the shares outstanding, Tech owns 22,084 shares of Common Stock or 0.2%
of the outstanding shares and Tech II owns 139,491 shares of common stock
or 1.1% of the outstanding shares. Messrs. Marxe and Greenhouse share
the power to vote and direct the disposition of all shares of Common
Stock owned by each of the Funds. Messrs. Marxe and Greenhouse are
deemed to beneficially own a total of 1,396,288 shares of Common Stock or
10.9% of the outstanding shares.
There were no transactions during the sixty days preceding
the date of the event that requires the filing of this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company between
Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
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.
Date: March 2, 2010
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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