0001337851-11-000010.txt : 20110802
0001337851-11-000010.hdr.sgml : 20110802
20110802164545
ACCESSION NUMBER: 0001337851-11-000010
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110802
DATE AS OF CHANGE: 20110802
GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC
GROUP MEMBERS: PRAETORIAN OFFSHORE LTD.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERNATIONAL MONETARY SYSTEMS LTD /WI/
CENTRAL INDEX KEY: 0001097430
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 391924096
STATE OF INCORPORATION: WI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-59399
FILM NUMBER: 111004129
BUSINESS ADDRESS:
STREET 1: 16901 WEST GLENDALE DR
CITY: NEW BERLIN
STATE: WI
ZIP: 53151
BUSINESS PHONE: 2627803640
MAIL ADDRESS:
STREET 1: 16901 WEST GLENDALE DR
CITY: NEW BERLIN
STATE: WI
ZIP: 53151
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 13G
BUSINESS ADDRESS:
STREET 1: 1000 SOUTH POINTE DRIVE
STREET 2: SUITE 1508
CITY: MIAMI BEACH
STATE: FL
ZIP: 33139
BUSINESS PHONE: 860-916-9964
MAIL ADDRESS:
STREET 1: 1000 SOUTH POINTE DRIVE
STREET 2: SUITE 1508
CITY: MIAMI BEACH
STATE: FL
ZIP: 33139
SC 13G
1
itnm13g20110802.txt
ITNM FORM 13G FILING OF 2011 08 02
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. __)
International Monetary Systems, Ltd.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
46004U201
(CUSIP Number)
July 28, 2011
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 Pages)
----------------
*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 the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for purposes 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).
Persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1745 (12-02)
CUSIP No. 46004U201 13G Page 2 of 6 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Praetorian Capital Management LLC (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
13-4223355
-----------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
288,826
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
288,826
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
288,826
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.2%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA
-----------------------------------------------------------------------------
CUSIP No. 46004U201 13G Page 3 of 6 Pages
----------------------------------------------------------------------------
(2) NAMES OF REPORTING PERSONS
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0465606
-----------------------------------------------------------------------------
(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 (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
288,826
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
288,826
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
288,826
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
3.2%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------------
CUSIP No. 46004U201 13G Page 4 of 6 Pages
Item 1(a). Name of Issuer:
The name of the issuer is International Monetary Systems, Ltd. (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at:
16901 W. Glendale Drive, New Berlin, WI 53151.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Praetorian Capital Management
LLC (the "Management Company") a Delaware limited liability company,
and Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted
company (the "Fund") (collectively, the Management Company and the
Fund are the "Reporting Person"). The Management Company serves as
investment manager or advisor to the Fund with respect to the shares
of Common Stock directly owned by the Fund. The Management Company
makes the investment and voting decisions on behalf of the Fund but
owns no direct investments in the securities of the Issuer. The Fund
directly owns the shares of the Common Stock of the Issuer but does
not make any decisions as to voting or buying or selling shares of
the Issuer.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Management Company is:
1000 South Pointe Drive, Suite 1508, Miami Beach, FL 33139
Item 2(c). Citizenship:
Management Company: Delaware
Praetorian Offshore Ltd.: Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value (the "Common Stock")
Item 2(e). CUSIP Number: 46004U201
Item 3. If this statement is filed pursuant to Section 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Invest-
ment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
CUSIP No. 46004U201 13G Page 5 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
As of the date hereof (July 28, 2011), the Reporting Person
is the beneficial owner of 288,826 shares of Common Stock.
Praetorian Capital Management LLC acts as the management
company to Praetorian Offshore Ltd., which beneficially
owns 288,826 shares of Common Stock. As such, Praetorian
Capital Management LLC is deemed to beneficially own
288,826 shares of Common Stock. The percentages set forth
in this Schedule 13G are calculated based on the 8,911,736
shares of Common Stock outstanding as of July 18, 2011, as
set forth in a press release issued by the Issuer on July
18, 2011. As of our last filing in the Issuer, we owned
less than 5% of the shares then outstanding and did not
expect to make additional 13G filings related to this
Issuer. However, the Issuer cancelled and retired a number
of its shares (as defined in the Issuer's July 18, 2011
press release), resulting in our ownership once again
exceeding 5%. Out of an abundance of caution to ensure
that our filings provide all required disclosure, we
prepared this additional 13G filing.
(b) Amount beneficially owned: (Continued)
Since our last Schedule 13G filing dated June 24, 2011,
through July 28, 2011, the Reporting Person made the
following transactions in the Common Stock of the Issuer:
PO Ltd. July 6, 2011 sold 370 shares
PO Ltd. July 27, 2011 sold 45,216 shares
PO Ltd. July 28, 2011 sold 150,000 shares
(c) Percent of class:
3.2% beneficially owned by the Management Company.
(d) Number of shares as to which the person has:.
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 288,826
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 288,826
Item 5-9
Not applicable.
Filing of this statement by the Reporting Persons shall not be deemed an
admission that they beneficially own the securities reported herein as held
in customer accounts. The Reporting Persons expressly disclaim beneficial
ownership of all securities held in such customer accounts. Praetorian
Offshore Ltd.'s ownership on behalf of its investors is now less than 5% of
the outstanding Common Stock of the Issuer, and no further 13G filings will
be made unless we are once again required to do so.
CUSIP No. 46004U201 13G Page 6 of 6 Pages
Item 10. Certification.
The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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. [X]
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: August 2, 2011
/s/ Wesley N. Cooper
Praetorian Offshore Ltd.
By: Praetorian Capital Management LLC
Its: Investment Manager
By: Wesley N. Cooper
Its: Chief Financial Officer
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)