0001311914-05-000003.txt : 20120629
0001311914-05-000003.hdr.sgml : 20120629
20050309162344
ACCESSION NUMBER: 0001311914-05-000003
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050309
DATE AS OF CHANGE: 20050309
GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT, LTD.
GROUP MEMBERS: PRAETORIAN OFFSHORE, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HEMACARE CORP /CA/
CENTRAL INDEX KEY: 0000801748
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 953280412
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-38283
FILM NUMBER: 05669616
BUSINESS ADDRESS:
STREET 1: 21101 OXNARD STREET
CITY: WOODLAND HILLS
STATE: CA
ZIP: 91367
BUSINESS PHONE: 818-226-1968
MAIL ADDRESS:
STREET 1: 21101 OXNARD STREEET
CITY: WOODLAND HILLS
STATE: CA
ZIP: 91367
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Praetorian Offshore, L.P.
CENTRAL INDEX KEY: 0001311914
IRS NUMBER: 980410052
STATE OF INCORPORATION: C5
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: C/O LYFORD CORPORATE SERVICES LTD.
STREET 2: LYFORD MANOR, LYFORD CAY, PO BOX N-7776
CITY: NASSAU
STATE: C5
ZIP: NA
BUSINESS PHONE: 305-534-8210
MAIL ADDRESS:
STREET 1: 407 LINCOLN ROAD, SUITE 9L
CITY: MIAMI BEACH
STATE: FL
ZIP: 33139
SC 13G/A
1
hema20050309.txt
2005 03 09 AMENDMENT OT HEMA 13G FILING
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
HemaCare Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
423498104
(CUSIP Number)
March 2, 2005 through March 9, 2005
(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 5 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).
CUSIP No. 423498104 13G Page 2 of 5 Pages
----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Praetorian Capital Management, Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0410050
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
650,000 (See Item 4)
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
650,000 (See Item 4)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
650,000 (See Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.14%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
IA
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 423498104 13G Page 2 of 5 Pages
----------------------------------------------------------------------------
(2) NAMES OF REPORTING PERSONS
Praetorian Offshore, L.P. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0410052
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
650,000 (See Item 4)
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
650,000 (See Item 4)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
650,000 (See Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
8.14%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 423498104 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
The name of the issuer is HemaCare Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at:
21101 Oxnard Street, Woodland Hills, CA 91367.
Item 2(a). Name of Person Filing:
This Schedule 13G is being filed by Praetorian Capital Management,
Ltd., a Bahamian corporation (the "Management Company") which serves as
investment manager or advisor to Praetorian Offshore, L.P. (the "Fund") with
respect to the shares of Common Stock (as defined in Item 2(d)) 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 business office of the Reporting Person is:
c/o Praetorian Capital Management LLC
407 Lincoln Road, Suite 9-L
Miami Beach, FL 33139.
Item 2(c). Citizenship:
Bahamas
Item 2(d). Title of Class of Securities:
Common Stock, without par value (the "Common Stock")
Item 2(e). CUSIP Number: 423498104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 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 Investment
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),
CUSIP No. 423498104 13G Page 4 of 5 Pages
(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.
Item 4. Ownership.
(a) Amount beneficially owned: 650,000
(b) Percent of class: 8.14%. The percentages used herein and in the
rest of Item 4 are calculated based upon the 7,986,060 shares of
Common Stock issued and outstanding as of November 10, 2004, as set
forth in the Company's Form 10-Q for the quarter ended September 30,
2004.
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 650,000
(iii)Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 650,000
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
See response to Item 2(A)
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. 423498104 13G Page 5 of 5 Pages
Item 10. Certification.
The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: March 9, 2005
Praetorian Offshore, L.P.
By: Praetorian Capital Management, Ltd.
Its: General Partner
By: Harris B. Kupperman
Its: Director