-----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, WZBb2MKIV/CPehdc+Ds8xwaDOZ5hvc1KwlTGxGndFf7QzQ1eqry+CpcclYHALJ3R mg9CpZOqBxW85hi40M5r0w== 0001144204-06-017018.txt : 20060427 0001144204-06-017018.hdr.sgml : 20060427 20060427134050 ACCESSION NUMBER: 0001144204-06-017018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060425 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alliance Distributors Holding Inc. CENTRAL INDEX KEY: 0001115463 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 330851302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32319 FILM NUMBER: 06784279 BUSINESS ADDRESS: STREET 1: 15-15 132ND STREET CITY: COLLEGE POINT STATE: NY ZIP: 11356 BUSINESS PHONE: 718-747-1500 MAIL ADDRESS: STREET 1: 15-15 132ND STREET CITY: COLLEGE POINT STATE: NY ZIP: 11356 FORMER COMPANY: FORMER CONFORMED NAME: ESSENTIAL REALITY INC DATE OF NAME CHANGE: 20020703 FORMER COMPANY: FORMER CONFORMED NAME: JPAL INC DATE OF NAME CHANGE: 20000807 8-K 1 v041481.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 25, 2006 ----------------- Alliance Distributors Holding Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
Delaware 000-32319 33-0851302 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Incorporation) No.)
15-15 132nd St., College Point, New York 11356 ---------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (718) 747-1500 -------------------- Registrant's telephone number, including area code ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 (SEE General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) ITEM 1.02. Termination of a Material Definitive Agreement The company will not buy Foto Electric Supply Co. Inc. (Fesco). An agreement by the company to buy Fesco expired by its terms on February 28, 2006, and subsequent discussions to extend and amend the agreement have ended. The company will record a charge of approximately $257,000 in the first quarter ended March 31, 2006 for its costs in the terminated transaction. ITEM 2.02. Results of Operations and Financial Condition See Item 1.02 for information relating to a charge of approximately $257,000 that the company will take in the first quarter ended March 31, 2006 for its costs in a terminated transaction. ITEM 9.01. Financial Statements and Exhibits (d) Exhibits - ------------------------------------------ ------------------------------------- Exhibit Description ------- ----------- - ------------------------------------------ ------------------------------------- 10.1 Stock Purchase Agreement, incorporated herein by reference from Exhibit 10.1 to the Company's Form 8-K filed on January 10, 2006 - ------------------------------------------ ------------------------------------- 99.1 Press Release dated April 26, 2006 - ------------------------------------------ ------------------------------------- SIGNATURES 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 thereunto duly authorized. ALLIANCE DISTRIBUTORS HOLDING INC. Registrant Date: April 27, 2006 By /s/ Jay Gelman --------------------------- Jay Gelman, CEO EXHIBIT INDEX - ------------------------------------------ ------------------------------------- Exhibit Description ------- ----------- - ------------------------------------------ ------------------------------------- 10.1 Stock Purchase Agreement, incorporated herein by reference from Exhibit 10.1 to the Company's Form 8-K filed on January 10, 2006 - ------------------------------------------ ------------------------------------- 99.1 Press Release dated April 26, 2006 - ------------------------------------------ ------------------------------------- EX-99.1 2 v041481_ex99-1.txt Exhibit 99.1 ALLIANCE DISTRIBUTORS HOLDING INC. ANNOUNCES END OF DISCUSSIONS TO BUY FESCO COLLEGE POINT, N.Y.--(BUSINESS WIRE)--April 26, 2006--Alliance Distributors Holding Inc. (OTC Bulletin Board: ADTR) today announced that it will not buy Foto Electric Supply Co. Inc. (Fesco). An agreement by the company to buy Fesco expired on February 28, 2006, and subsequent discussions to extend and amend the agreement have ended. The company will record a charge of approximately $257,000 in the first quarter ended March 31, 2006 for its costs in the terminated transaction. Jay Gelman, CEO of Alliance, said "We were unable to raise the necessary financing at the valuation required by the sellers. We continue to feel that Fesco would have been an excellent acquisition, and we admire its management and business." Mr. Gelman added, "The relationships that we developed with numerous financing sources will be of value to us when other acquisition opportunities come our way. At the same time, we are proceeding with our strategy of internal growth through aggressive marketing to our existing and prospective customers." About Alliance Distributors Holding Inc. Alliance Distributors Holding Inc. (www.alliancedistributors.com), which does business as Alliance Distributors, is a full service wholesale distributor of interactive video games and gaming products for all key manufacturers and 3rd party publishers in the video game industry. Alliance Distributors offers comprehensive support on Playstation 2, PS1, PSP, X-Box, Game Cube, Nintendo DS and GameBoy systems, peripherals and software titles. Safe Harbor Certain of the statements contained in this press release may contain forward-looking statements which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Actual results, events and circumstances (including future performance, results and trends) could differ materially from those set forth in such statements due to various factors, risks and uncertainties, including but not limited to, risks associated with technological change, competitive factors and general economic conditions. The Company has no duty and undertakes no obligation to update such statements. Contact: Alliance Distributors Holding Inc. Steve Gelman VP of Marketing & Communications (718) 747-1500 ext. 133 steve@alliancedis.com -----END PRIVACY-ENHANCED MESSAGE-----