Schedule 13G -- Information to Be Included in
Statements Filed Pursuant to Rule 13d-1(b) and (c) and
Amendments Thereto Filed Pursuant to Rule 13d-2(b)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No....)
HemaCare Corporation
...............................................................................
(Name of Issuer)
Common Stock
..............................................................................
(Title of Class of Securities)
423498104
..............................................................................
(CUSIP Number)
December 12, 2004
..............................................................................
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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. 423498104
(1)Names of reporting persons. I.R.S. Identification Nos. of above
persons (entities only) Praetorian Offshore, L.P. - 98-
0410052______
(2) Check the appropriate box if a member of a group (see instructions)
(a)
(b) x
(3) SEC use only
(4) Citizenship or place of organization Bahamas
Number of
shares
beneficially
owned by each
reporting person
with:
(5)Sole voting power 550,000
(6)Shared voting power 0
(7)Sole dispositive power 550,000
(8)Shared dispositive power 0
(9)Aggregate amount beneficially owned by each reporting person 550,000
(10)Check if the aggregate amount in Row (9) excludes certain shares (see
instructions) n/a
(11)Percent of class represented by amount in Row 9 6.887%
(12)Type of reporting person (see instructions) OO
Instructions for Cover Page
(1)Names and I.R.S. Identification Numbers of Reporting Persons---
Furnish the full legal name of each person for whom the report is
filed---i.e., each person required to sign the schedule itself---
including each member of a group. Do not include the name of a
person required to be identified in the report but who is not a
reporting person. Reporting persons are also requested to furnish
their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS
FOR COMPLYING WITH SCHEDULE 13G", below).
(2)If any of the shares beneficially owned by a reporting person are
held as a member of a group and that membership is expressly
affirmed, please check row 2(a). If the reporting person disclaims
membership in a group or describes a relationship with other person
but does not affirm the existence of a group, please check row 2(b)
[unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case
it may not be necessary to check row 2(b)].
(3)The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization---Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place
of organization.
(5)-(9), (11)Aggregated Amount Beneficially Owned By Each
Reporting Person, etc.---Rows (5) through (9) inclusive, and (11) are
to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the nearest
tenth (one place after decimal point).
(10)Check if the aggregate amount reported as beneficially owned in
row 9 does not include shares as to which beneficial ownership is
disclaimed pursuant to Rule 13d-4 under the Securities Exchange Act
of 1934.
(12)Type of Reporting Person---Please classify each "reporting
person" according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan or
Endowment Fund
EP
Parent Holding
Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes:
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G, or 14D-1) by appropriate cross references
to an item or items on the cover page(s). This approach may only be used
where the cover page item or items provide all the disclosure required by the
schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules
as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is
authorized to solicit the information required to be supplied by this
schedule by certain security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers disclosure of which is
voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made a matter of
public record. Therefore, any information given will be available for
inspection by any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other
governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the
Federal securities laws or other civil, criminal or regulatory statues or
provisions. I.R.S. identification numbers, if furnished, will assist the
commission in identifying security holders and, therefore, in promptly
processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws
and rules promulgated thereunder.
General Instructions
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the
time specified in Rules 13d-1(b)(2) and 13d-2(c). Statements filed
pursuant to Rule 13d-1(c) shall be filed within the time specified in
Rules 13d-1(c), 13d- 2(b) and 13d-2(d). Statements filed pursuant to
Rule 13d-1(d) shall be filed not later than February 14 following the
calendar year covered by the statement pursuant to Rules 13d-1(d)
and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under Section 13(f) for the same calendar year as that covered by a
statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant
pages of such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1.
Item 1(a) Name of issuer: HemaCare Corporation
Item 1(b) Address of issuer's principal executive offices:
21101 Oxnard Street, Woodland Hills, CA 91367
Item 2.
2(a) Name of person filing: Praetorian Offshore, L.P.
2(b) Address or principal business office or, if none,
residence: 407 Lincoln Road, Suite 9-L, Miami Beach, FL
33139
2(c) Citizenship: Bahamas
2(d) Title of class of securities: Common Stock
2(e) CUSIP No.: 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. [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
f. [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
g. [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
h. [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
i. [ ] A 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).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
a. Amount beneficially owned: 550,000
b. Percent of class 6.887%
c. Number of shares as to which such person has:
i. Sole power to vote or to direct the vote 550,000
ii. Shared power to vote or to direct the vote 0
iii. Sole power to dispose or to direct the disposition of 550,000
iv. Shared power to dispose or to direct the disposition of 0
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
Item 5.
Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than 5 Percent on Behalf of Another
Person
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than 5
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
If a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control person
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Item 10. Certifications
b.The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
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.
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: December 20, 2004
Signature
Praetorian Offshore, L.P.
By: Praetorian Capital Management, Ltd.
Its: General Partner
By: Harris B. Kupperman
Its: Director
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 Rule 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).
Regulatory History
43 FR 18499, April 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44
FR 2148, Jan. 9, 1979; 44 FR 11751, March 2, 1979; 61 FR 49957, 49959,
Sept. 24, 1996; 62 FR 35338, 35340, July 1, 1997; 63 FR 2854, 2867, Jan.
16, 1998, as corrected at 63 FR 15286, 15287, March 31, 1998