SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)*
Insure.com, Inc.
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(Name of Issuer)
Common Stock, par value $.003 per share
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(Title of Class of Securities)
45807N109
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(CUSIP Number)
Osmium Partners, LLC
388 Market Street, Suite 920
San Francisco, CA 94111
Attention: John H. Lewis
Telephone: (415) 362-4485
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 2008
-------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 10 pages
CUSIP No.: 45807N109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John H. Lewis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER - 500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 423,112
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 500
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 423,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,612
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IN
Page 2 of 10 pages
CUSIP No.: 45807N109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 423,112
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 423,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
OO
Page 3 of 10 pages
CUSIP No.: 45807N109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Capital, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 136,376
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 136,376
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,376
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
PN
Page 4 of 10 pages
CUSIP No.: 45807N109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Capital II, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 204,768
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 204,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
14 TYPE OF REPORTING PERSON
PN
Page 5 of 10 pages
CUSIP No.: 45807N109
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Osmium Spartan, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER - 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 81,968
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER - 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 81,968
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,968
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON
PN
Page 6 of 10 pages
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $0.003 per share (the
"Common Stock"), of Insure.com, Inc. (the "Issuer"), with its principal
executive offices located at 8205 South Cass Avenue, Suite 102, Darien, Illinois
60561.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this statement on
Schedule 13D (the "Reporting Persons") are:
-Osmium Capital, LP, a Delaware limited partnership ("Fund I");
-Osmium Capital II, LP, a Delaware limited partnership ("Fund II");
-Osmium Spartan, LP, a Delaware limited partnership ("Fund III");
-Osmium Partners, LLC, a Delaware limited liability company ("Osmium
Partners"); and
-John H. Lewis, a United States Citizen ("Lewis").
Osmium Partners serves as the general partner of Fund I, Fund II and
Fund III. Mr. Lewis is the managing member of Osmium Partners.
Osmium Partners and Mr. Lewis may each be deemed to have voting and
dispositive power with respect to the shares of Common Stock held by Fund I,
Fund II and Fund III.
The principal business of each of Fund I, Fund II and Fund III is that
of a private investment vehicle engaged in investing and trading in a wide
variety of securities and financial instruments for its own account.
The principal business of Osmium Partners is providing investment
management services and serving as the general partner of Fund I, Fund II and
Fund III. Osmium Partners also manages other accounts on a discretionary basis.
Mr. Lewis' principal occupation is serving as the managing member of
Osmium Partners.
(d)-(e) During the last five years, none of the Reporting Persons have
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds (excluding commissions) used by the
Funds in making their purchase of the shares of Common Stock owned by each of
them in aggregate was $1,713,604 from working capital.
The source and amount of funds (excluding commissions) used by Mr.
Lewis in making his purchase of the shares of Common Stock owned by him was
$2,075 from personal funds.
One or more of the Reporting Persons effect purchases of securities
through margin accounts which may extend margin credit to the Reporting Persons
as and when required to open or carry positions in the margin accounts, subject
to applicable federal margin regulations, stock exchange rules and brokers'
credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the
accounts.
Page 7 of 10 pages
ITEM 4. Purpose of Transaction.
On May 30, 2008, Osmium Partners sent a letter to the Board of
Directors of the Issuer, which, among other things, expresses disappointment
with the performance of the Issuer and recommends that the Issuer engage a
banker and immediately progress with a sale of the Issuer. A copy of the letter
from Osmium Partners is attached hereto as Exhibit B.
All of the shares of Common Stock reported herein as being beneficially
owned by the Reporting Persons were acquired for investment purposes. Except as
set forth herein, none of the Reporting Persons has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Also, consistent with their investment purpose, the Reporting Persons
may engage in communications with one or more shareholders of the Issuer, one or
more officers or employees of the Issuer, one or more members of the board of
directors of the Issuer, and/or one or more representatives of the Issuer
regarding the Issuer, including but not limited to its management, operations,
business, results, plans, and prospects. The Reporting Persons may discuss ideas
that, if effected, may result in any of the following: the acquisition by
persons of additional Common Stock or other securities of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in the
board of directors or management of the Issuer.
ITEM 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own:
(i) Fund I directly owns 136,376 shares of Common Stock
representing 1.9% of all of the outstanding shares of
Common Stock.
(ii) Fund II directly owns 204,768 shares of Common Stock
representing 2.9% of all of the outstanding shares of
Common Stock.
(iii) Fund III directly owns 81,968 shares of Common Stock
representing 1.2% of all of the outstanding shares of
Common Stock.
(iv) Mr. Lewis directly owns 500 shares of Common Stock
representing 0.007% of all of the outstanding shares
of Common Stock.
(v) Osmium Partners, as the general partner of Fund I,
Fund II and Fund III, may be deemed to beneficially
own the 423,112 shares of Common Stock held by them,
representing 6.0% of all of the outstanding shares of
Common Stock.
(vi) Mr. Lewis may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned by
Osmium Partners.
(vii) Collectively, the Reporting Persons beneficially own
423,612 shares of Common Stock representing 6.0% of
all of the outstanding shares of Common Stock.
Each Reporting Person disclaims beneficial ownership with
respect to any shares of Common Stock other than the shares
owned directly and of record by such Reporting Person.
The percentages set forth in this response are based on the
7,068,160 shares of Common Stock outstanding as of May 2,
2008, as reported by the Issuer in its Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2008.
(b) Osmium Partners, Fund I and Mr. Lewis have shared power to
vote or direct the vote of and to dispose or direct the disposition of the
136,376 shares of Common Stock held by Fund I.
Page 8 of 10 pages
Osmium Partners, Fund II and Mr. Lewis have shared power to vote or
direct the vote of and to dispose or direct the disposition of the 204,768
shares of Common Stock held by Fund II.
Osmium Partners, Fund III and Mr. Lewis have shared power to vote or
direct the vote of and to dispose or direct the disposition of the 81,968 shares
of Common Stock held by Fund III.
Mr. Lewis has sole power to vote or direct the vote of and to dispose
or direct the disposition of the 500 shares of Common Stock held by him.
(c) The Funds engaged in the following transactions on the open
market with respect to the Issuer's Common Stock:
Transaction Number of Price Type of
Date Shares per Share Transaction
----------------------------------------------------------------
3/28/08 100 $3.7588 Purchase
3/31/08 300 $3.87 Purchase
4/14/08 6,400 $3.80 Purchase
4/14/08 6,400 $3.80 Sale
Other than the foregoing, no transactions in the Common Stock have been
effected by the Reporting Persons in the last sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Board of Directors of Issuer
Page 9 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this Statement is true, complete and correct.
Dated: June 2, 2008
John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium Spartan, LP
By: /s/ JOHN H. LEWIS
---------------------------------------
John H. Lewis, for himself and as
Managing Member of Osmium Partners, LLC
Page 10 of 10 pages
EXHIBIT INDEX
Exhibit A - Joint Filing Agreement
Exhibit B - Letter to Board of Directors of Issuer
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock, par value $0.003 per share, of Insure.com, Inc.
dated as of June 2, 2008 is, and any amendments thereto signed by each of the
undersigned shall be, filed pursuant to and in accordance with the provisions of
Rule 13(d)-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: June 2, 2008
John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium Spartan, LP
By: /s/ JOHN H. LEWIS
---------------------------------------
John H. Lewis, for himself and as
Managing Member of Osmium Partners, LLC