-----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, HAllbgsO1jfE5Fq00tRJ4r6mnYgCzzxjGEINm+zzT3YlbpXJFIZnvYYyOTJftUAh b5GaQOgHe2KkgBYEZAx99A== 0000930413-09-000622.txt : 20090202 0000930413-09-000622.hdr.sgml : 20090202 20090202160615 ACCESSION NUMBER: 0000930413-09-000622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090202 DATE AS OF CHANGE: 20090202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN MELVYN CENTRAL INDEX KEY: 0001259473 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DR CITY: TUCKER STATE: GA ZIP: 30084 BUSINESS PHONE: 7702431592 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SED INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0000800286 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 222715444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37943 FILM NUMBER: 09561564 BUSINESS ADDRESS: STREET 1: 4916 N ROYAL ATLANTA DR CITY: TUCKER STATE: GA ZIP: 30085 BUSINESS PHONE: 7709418962 MAIL ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30085 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 SC 13D 1 c56513_sc13d.htm a56513.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No.    )*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

SED INTERNATIONAL HOLDINGS, INC
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
 
784109209
(CUSIP Number)
 
 
Melvyn Cohen
c/o SED International Holdings, Inc.
4916 North Royal Atlanta Drive, Tucker, Georgia
Tel: (770) 491-8962
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
January 30, 2009
(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 which 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 [ ].

 

 

      *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 (“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).

 

SCHEDULE
13D 
CUSIP NO. 784109209 
Page 2 of 6 Pages 

 
  (1)
Names of Reporting Persons   
S.S. or I.R.S. Identification   
Nos. Of Above Persons  Melvyn Cohen 
 
  (2)
Check the appropriate Box              (a) 
if a Member of a Group              (b) 
 
  (3)
SEC Use Only   
 
  (4)
Source of Funds   
 
   OO 
  (5)
Check Box if Disclosure of Legal              o
Proceedings is Required Pursuant   
to Items 2(d) or 2(e)   
 
  (6)
Citizenship or Place of  United States 
 
 Organization   

Number of Shares 
  (7)
Sole Voting Power  377,283 
Beneficially Owned Each 
   
Reporting Person With 
 
    
 
 
  (8)  
 Shared Voting              0 
 
 
  (9)
Sole Dispositive  377,283 
 
 
(10)
Shared Dispositive   
 
Power              0 
 
(11)
Aggregate Amount Beneficially 
Owned by Each Reporting Person 
377,283
 
(12)
Check Box if the Aggregate Amount 
in Row (11) Excludes Certain Shares 
o
 
(13)
Percent of Class Represented 
by Amount in Row 11 
7.69%
 
(14)
Type of Reporting Person 
 
  
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT 

 


SCHEDULE
13D 
CUSIP NO. 784109209 
Page 3 of 6 Page 



Item 1.       Security and Issuer.

Name of Issuer: SED International Holdings, Inc. (the “Company”) Address of Issuer’s Principal Executive Offices:

            4916 North Royal Atlanta Drive, Tucker, Georgia 30084

Security: Company common stock, par value $.01 per share (“Shares”)

 

Item 2. Identity and Background.

(a) The name of the reporting person is Melvyn Cohen (the “Reporting Person”).

(b) The business address of the reporting person is 4916 North Royal Atlanta Drive, Tucker, Georgia 30084

(c) – (e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) has not been 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.

(f) The Reporting Person is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

      Beneficial ownership (as such term is defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of the 377,283 Shares includes (i) 83,000 Shares underlying an immediately exercisable employee stock option; and (ii) 294,283 Shares which includes: (a) 22,857 restricted Shares granted by the Company to the Reporting Person on 7/1/2008 which are subject to vesting and forfeiture over a two year period pursuant to the provisions of a restricted stock agreement (the “Restricted Shares”); and (b)271,426 Shares held in a Trust for the benefit of Ms. Jean Diamond, the CEO of the Company, of which Mr. Cohen is a trustee and as such has voting power for such Shares.

 

SCHEDULE
13D 
CUSIP NO. 784109209 
Page 4 of 6 Pages 

 


Item 4. Purpose of the Transaction.

      The Subject Shares are held by the Reporting Person for the purpose of investment.

      Except as otherwise disclosed herein, the Reporting Person is not currently considering any plans or proposals which relate to or would result in any of the following: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of any material amount of assets of the Company or any of its subsidiaries; (d) any change in the Company’s Board of Directors or management; (e) any material change in the present capitalization or dividend policy of the Company; (f) any material change in the Company’s business, corporate structure, charter or bylaws; (g) any change which would impede the acquisition of control of the Company by any person; (h) causing any class of securities of the Company to be delisted; (i) the Shares to be eligible to be deregistered under the Securities Exchange Act of 1934, as amended; or (j) any actions similar to those enumerate above.

Item 5.       Interest in Securities of the Issuer.

      (a) The Reporting Person is deemed to beneficially own all 377,283 Shares, representing 7.69% of the outstanding Shares as of the date hereof. The percentage of outstanding Shares beneficially owned by the Reporting Person is based upon the aggregate of 4,906,141 outstanding Shares consisting of: (x) 4,823,141 Shares outstanding as of November 14, 2008, as set forth in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 14, 2008; and (y) 83,000 Shares underlying the Reporting Person’s employee options.

      (b) The Reporting Person has the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of all 377,283 Shares, except that, 22,857 of these Shares are Restricted Shares and the Reporting Person only has the sole power to vote and the sole power to dispose of one-half beginning on July 1, 2009 with the remaining one-half on July 1, 2010.

      (c) The Reporting Person did not have any transactions in the Shares during the past sixty days.

      (d) The Reporting Person has the right to direct the receipt of dividends from, or proceeds from the sale of, the Shares reported by this statement.

      (e) Not applicable.

 

SCHEDULE
13D 
CUSIP NO. 784109209 
Page 5 of 6 Pages   

 


Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

      None.

Item 7. Material to be Filed as Exhibits.

      None.

SCHEDULE
13D 
CUSIP NO. 784109209 
Page 6 of 6 Pages   

 


SIGNATURES

      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.

Date: January 30, 2009

 
/s/ Melvyn Cohen
  
 
Melvyn Cohen

 


 -----END PRIVACY-ENHANCED MESSAGE-----