-----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, Kn+dmJtBzvxckil+KwOfufduPNiGLvx5OpL6kg6Vf0jsWrs6tj06yMv2ZjABIbVG nsEHQm6mdPfyYNL2Z8rOLw== 0001337851-08-000008.txt : 20080117 0001337851-08-000008.hdr.sgml : 20080117 20080117133604 ACCESSION NUMBER: 0001337851-08-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080117 DATE AS OF CHANGE: 20080117 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PRAETORIAN OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BINGO.COM LTD. CENTRAL INDEX KEY: 0001318482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1B FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81694 FILM NUMBER: 08535525 BUSINESS ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY'S ROAD CITY: THE VALLEY STATE: 1A ZIP: TV1 02P BUSINESS PHONE: 264 461 2646 MAIL ADDRESS: STREET 1: NATIONAL BANK OF ANGUILLA CORP. BUILDING STREET 2: 1ST FLOOR, ST. MARY'S ROAD CITY: THE VALLEY STATE: 1A ZIP: TV1 02P FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 IRS NUMBER: 134223355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 305-938-2800 MAIL ADDRESS: STREET 1: 119 WASHINGTON AVENUE STREET 2: SUITE 600 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13D 1 bngof13d20071231.txt BNGOF FORM 13D FILING OF 2007 12 31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Bingo.com, Ltd. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) G11152108 (CUSIP Number) Praetorian Capital Management LLC 119 Washington Avenue, Suite 600 Miami Beach, FL 33139 305-938-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2007 (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 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). Page 1 of 7 Pages CUSIP No. G11152108 13D Page 2 of 7 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Capital Management LLC (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 13-4223355 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) AF ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Delaware ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 11,737,100 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 11,737,100 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,737,100 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 31.9% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) IA ______________________________________________________________________ CUSIP No. G11152108 13D Page 3 of 7 Pages ______________________________________________________________________ 1. Names of Reporting Persons Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. Identification Nos. of above persons (entities only). 98-0465606 ______________________________________________________________________ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] ______________________________________________________________________ 3. SEC Use Only ______________________________________________________________________ 4. Source of Funds (See Instructions) WC ______________________________________________________________________ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] ______________________________________________________________________ 6. Citizenship or Place of Organization Cayman Islands ______________________________________________________________________ 7. Sole Voting Power ____________________________________________________ Number of Shares 8. Shared Voting Power 11,450,000 shares Beneficially ____________________________________________________ Owned By Each 9. Sole Dispositive Power Reporting ______________________________________________________ Person With 10. Shared Dispositive Power 11,450,000 shares ______________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,450,000 shares ______________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] ______________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 31.1% ______________________________________________________________________ 14. Type of Reporting Person (See Instructions) OO ______________________________________________________________________ CUSIP No. G11152108 13D Page 4 of 7 Pages ______________________________________________________________________ Item 1. Security and Issuer This Schedule 13D relates to the common stock, no par value per share (the "Common Stock") of Bingo.com, Ltd. (the "Issuer"). The Issuer's principal executive offices are located at National Bank of Anguilla Corporate Building, 1st Floor, St Mary's Road, TV1 02P, The Valley, Anguilla, B.W.I. Item 2. Identity and Background (a) This statement is filed on behalf of Praetorian Capital Management LLC (the "Management Company") a Delaware limited liability company, Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted company, and Praetorian Institutional Offshore Ltd. ("PIO Ltd."), a Cayman Islands exempted company (collectively, the "Funds") (collectively, the Management Company and the Funds are the "Reporting Person"). The Management Company serves as investment manager or advisor to the Funds with respect to the shares of Common Stock directly owned by the Funds. The Management Company makes the investment and voting decisions on behalf of the Funds but owns no direct investments in the securities of the Issuer. The Funds directly own the shares of the Common Stock of the Issuer but do not make any decisions as to voting or buying or selling shares of the Issuer. (b) The address of the business office of the Reporting Person is c/o Praetorian Capital Management LLC, 119 Washington Avenue, Suite 600, Miami Beach, FL 33139. (c) The principal business of the Management Company is to provide investment advisory services. The principal business of the Funds is to serve as investment funds under the direction of the Management Company. (d) During the last five years, neither the Management Company nor the Funds have been convicted in a criminal proceeding. (e) During the last five years, neither the Management Company nor the Funds have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. (f) The Management Company is a Delaware limited liability company. The Funds are Cayman Islands exempted companies. Item 3. Source and Amount of Funds or Other Consideration As of December 31, 2007, the aggregate purchase price for 8,937,100 shares (see Item 5 (a)) of the Issuer's Common Stock purchased by the Funds was $3,610,946. The source of funding for the purchase of these shares was the Funds' working capital. Item 4. Purpose of Transaction The Reporting Person acquired the Common Stock of the Issuer for investment in the ordinary course of business because it believes the shares represent an attractive investment opportunity. CUSIP No. G11152108 13D Page 5 of 7 Pages ______________________________________________________________________ The Reporting Person may acquire additional Common Stock via open- market transactions. The Reporting Person may choose to exercise warrants to acquire additional shares (see Item 5(a)). However, there is no timetable or pre-arranged plan related to the purchase of additional Common Stock. Such decisions will be made based on trading activity and the relative value of the Common Stock, as defined by market conditions. The Reporting Person has no current expectation of attempting to influence management of the Issuer regarding its business plans, business processes, or directors or management personnel. The Reporting Person's purchase of the Common Stock was made based on the perceived investment merits related to the Common Stock. While the Reporting Person expects to be in periodic contact with the Issuer's management personnel, the Reporting Person is in full agreement with the Issuer's business plan. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, the Reporting Person is the beneficial owner of 11,737,100 shares of Common Stock, representing approximately 31.9% of the Issuer's outstanding Common Stock. As required under the SEC's regulations, those values include 2,800,000 shares of Common Stock which may be acquired under a warrant purchase agreement between the Issuer and the Reporting Person. All percentages set forth in this Schedule 13D are based on the Issuer's statements on its 10-QSB for the quarter ended September 30, 2007 as to the number of outstanding shares of common stock (33,971,203). If the warrants purchased by the Reporting Person were exercised, the total number of shares outstanding would be 36,771,203, and it is that number of shares outstanding that was used in the calculation of ownership percentage. The shares that may be acquired under the warrant agreement have not yet been purchased, and there is no plan to acquire such shares in the immediate future. Without the warrant shares, the number of shares owned is 8,937,100, which represents 26.3% of the 33,971,203 shares of common stock outstanding (where the number of shares outstanding does not include the shares represented by the warrant purchase agreement between the Issuer and the Reporting Person). (b) See Item 2(a). CUSIP No. G11152108 13D Page 6 of 7 Pages ______________________________________________________________________ (c) The following table sets forth all transactions by the Reporting Person with respect to the Common Stock of the Issuer since the most recent filing of Form 13D. No. of Shares Price Reporting Buy/ Purchased Per Person Trade Date Sell (Sold) Share How effected PO Ltd. 6/25/2007 Buy 100 0.305 Open Market PO Ltd. 6/26/2007 Buy 49,900 0.334 Open Market PIO Ltd. 7/25/2007 Buy 100 0.335 Open Market PIO Ltd. 7/26/2007 Buy 9,900 0.34 Open Market PIO Ltd. 9/26/2007 Buy 1,000 0.283 Open Market PIO Ltd. 9/27/2007 Buy 19,000 0.3389 Open Market PIO Ltd. 11/15/2007 Buy 5,000 0.328 Open Market PIO Ltd. 11/16/2007 Buy 59,400 0.3639 Open Market PIO Ltd. 11/28/2007 Buy 8,000 0.3568 Open Market PIO Ltd. 11/29/2007 Buy 12,000 0.3855 Open Market PIO Ltd. 12/20/2007 Buy 54,700 0.3471 Open Market PIO Ltd. 12/21/2007 Buy 80,000 0.3518 Open Market PIO Ltd. 12/31/2007 Buy 38,000 0.34 Open Market (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits None CUSIP No. G11152108 13D Page 7 of 7 Pages ______________________________________________________________________ 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. January 17, 2008 _________________________________ Date /s/ Harris B. Kupperman _________________________________ Signature Praetorian Offshore Ltd. and Praetorian Institutional Offshore Ltd. By: Praetorian Capital Management LLC Its: Investment Manager By: Harris B. Kupperman Its: Member Manager _________________________________ Name/Title Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----