Alliance Semiconductor Corp /DE/ - Current report filing (8-K)
04 September 2008 - 6:32AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2008
ALLIANCE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
000-22594
(Commission File Number)
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Delaware
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77-0057842
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(State or other jurisdiction of
incorporation)
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(I.R.S. Employer Identification No.)
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4633 Old Ironsides Drive, Suite 240
Santa Clara, California 95054-1836
(Address of principal executive offices, with zip code)
(408) 855-4900
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 7.01 Regulation FD Disclosure
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On September 3, 2008 Alliance Semiconductor Corporation issued a press release announcing that its
Board of Directors has determined to begin proceedings to dissolve the corporation. Melvin Keating,
President and CEO, noted that the company has for some time been considering whether to re-invest
in another business or to liquidate and distribute its net assets to shareholders.
Bryant Riley, Alliances chairman, noted that since the new board took office, Alliance had sold
its operating businesses and its venture capital portfolio, and had liquidated its holdings in two
publicly traded semiconductor companies. I am pleased that we have paid cash dividends of $4.35
per share as a result of these sales and the favorable resolution of certain tax audits, and I hope
we can distribute additional amounts, Mr. Riley said.
To conserve cash and reduce costs, Alliance has already substantially reduced its staff and the
amount of office space it leases. Additional reductions in overhead are being explored. Further,
given the corporations plan to dissolve and the small number of stockholders, the Alliance board
has authorized the filings necessary to suspend the corporations reporting obligations under the
Securities Exchange Act of 1934.
Mr. Keating noted that the amount and timing of additional distributions to shareholders is
uncertain, especially because the companys holding of auction rate certificates will need to be
monetized in an orderly manner.
A copy of the Companys press release appears as Exhibit 99.1 to this current report and is
incorporated herein by reference.
Alliance plans to hold on investor conference call on September 4, 2008 at 10:00 A.M., Pacific
Time, to permit interested investors to ask questions about the planned dissolution.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release dated September 3, 2008.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLIANCE SEMICONDUCTOR CORPORATION
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Date: September 3, 2008
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By:
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/s/ Melivn L. Keating
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Melvin L. Keating
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated September 3, 2008.
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-4-
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