-----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, Cd6ISKLXUMlj9aZ2MICIFSk7O0u8PpJe2t3t1skCpN1pvwH2UfSDHMx08rOJmGv/ BsPFSVUQIxodVF8G1r/JgA== 0001337851-09-000007.txt : 20090123 0001337851-09-000007.hdr.sgml : 20090123 20090123074928 ACCESSION NUMBER: 0001337851-09-000007 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-120120-01 FILM NUMBER: 09540406 BUSINESS ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 2304 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 504-231-3714 MAIL ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 2304 CITY: MIAMI BEACH STATE: FL ZIP: 33139 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0303 4/A 2008-12-31 2009-01-05 0 0001318482 BINGO.COM LTD. BNGOF 0001337851 Praetorian Capital Management LLC 1000 SOUTH POINTE DRIVE SUITE 2304 MIAMI BEACH FL 33139 0 0 1 0 Common Stock, no par value 2008-12-31 4 J 0 3303525 D 6318575 I See footnotes 2 through 5 Warrant to purchase common stock, no par value 0.35 2008-12-31 4 J 0 925852 0.35 D 2007-03-05 2009-03-05 Common Stock, no par value 925852 1874148 I See footnotes 2 though 6 As of 12/31/2008, Praetorian Capital Management LLC (the Management Company") is distributing-out shares of the issuer via in-kind distributions to certain shareholders in the funds managed by the Management Company. This Form 4 is being filed by Praetorian Capital Management LLC, a Delaware Limited Liability Company (the "Management Company") which currently serves as investment manager or advisor to Praetorian Offshore Ltd. (the "Fund"). The Management Company formerly served as investment manager or advisor to Praetorian Institutional Offshore Ltd. (the "Former 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. As of December 31, 2008, the Former Fund was closed and its assets are in the process of being distributed out to the underlying investors in the Former Fund via in-kind distributions. Investors owning approximately 47% of the assets in the Former Fund chose to redeem their investment in the Former Fund via in-kind distributions. Investors owning approximately 53% of the assets in the Former Fund chose to transfer their investment from the Former Fund to the Fund. As of December 31, 2008, certain investors in the Fund (representing approximately 33% (not the previously-reported 59%) of the assets held by the Fund prior to the additions from the Former Fund investors) choose to withdraw their investment in the Fund via in-kind distributions. This amendment reflects that certain of the investors in the Fund that had indicated they were going to redeem changed their perspective and chose to not redeem. This reduced the number of shares and warrants to be distributed and the corrected number of shares to be distributed is reflected on this filing. This amendment also reflects a correction to the number of warrants to purchase common stock that was originally acquired, as reflected on a Form 4 filing dated 3/7/2007. That From 4 indicated the number of warrants acquired was 5,600,000, enabling the purchase of 2,800,000 shares of common stock. The correct information is that the Fund acquired 2,800,000 warrants, enabling the purchase of 2,800,000 shares of common stock. Harris B. Kupperman 2009-01-23 -----END PRIVACY-ENHANCED MESSAGE-----