8-K

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): May 3, 2006

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 77-0057842
(I.R.S. Employer Identification No.)

2575 Augustine Drive
Santa Clara, California 95054-2914
(Address of principal executive offices, with zip code)

(408) 855-4900
(Registrant’s 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT 99.1

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 8, 2006, Alliance Semiconductor Corporation (“Alliance”) and its subsidiary Chip Engines (India) Private Limited (“Alliance India”) completed the sale of substantially all of the assets and certain of the liabilities owned by Alliance and Alliance India relating to Alliance’s Systems Solutions business unit for $5.8 million in cash. The sale was made pursuant to an asset purchase agreement dated April 18, 2006 with Tundra Semiconductor Corporation and its affiliates Tundra Acquisition Corporation, Inc. and Tundra Semiconductor (India) Private Limited. The assets sold include intellectual property, information technology, equipment, goodwill, inventories and certain contracts.

Item 8.01 Other Events

On May 3, 2006, Alliance Semiconductor Corporation, in its capacity as the only limited partner, took action to replace the general partner of each of the following investment oriented limited partnerships, designating ALSC Venture Management LLC as the new general partner: Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P. Alliance has reached an agreement in principle with Mr. V. R. Ranganath whereby Mr. Ranganath, who was previously involved in the management of the former general partner of such limited partnerships, will continue to participate in managing the partnerships through ALSC Venture Management, LLC.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Press Release

Exhibit No.	Description
2.1	Asset Purchase Agreement dated April 18, 2006 by and among Alliance Semiconductor Corporation, Chip Engines (India) Private Limited, Tundra Semiconductor Corporation, Tundra Acquisition Corporation, Inc. and Tundra Semiconductor Corporation on behalf of Tundra Semiconductor (India) Private Limited (incorporated by reference to Exhibit 2.1 to Alliance’s Current Report on Form 8-K filed with the Commission on April 19, 2006).
99.1	Press Release dated May 8, 2006.

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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.

	ALLIANCE SEMICONDUCTOR CORPORATION
Date: May 8, 2006	By:	/s/ Melvin L. Keating
		Melvin L. Keating
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Asset Purchase Agreement dated April 18, 2006 by and among Alliance Semiconductor Corporation, Chip Engines (India) Private Limited, Tundra Semiconductor Corporation, Tundra Acquisition Corporation, Inc. and Tundra Semiconductor Corporation on behalf of Tundra Semiconductor (India) Private Limited (incorporated by reference to Exhibit 2.1 to Alliance’s Current Report on Form 8-K filed with the Commission on April 19, 2006).
99.1	Press Release dated May 8, 2006.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Alliance Semiconductor Completes Sale of Systems Solutions Business
to Tundra Semiconductor

SANTA CLARA, Calif.—(BUSINESS WIRE)—May 8, 2006—Alliance Semiconductor Corporation (Nasdaq:ALSC, “Alliance”) today announced that it had completed the sale of its Systems Solutions business unit to Tundra Semiconductor Corporation (TSX:TUN, “Tundra”) for $5.8 million in cash. On April 19 2006, Alliance announced that it had entered into a definitive agreement with Tundra for the sale of substantially all of the assets of the Systems Solutions business unit.

Mel Keating, President and Chief Executive Officer of Alliance, commented, “We are very pleased with the fit presented by the transaction, that fact that over fifty of our employees have found a home with Tundra and the value that the transaction delivers for the Alliance stockholders.”

As previously announced on May 1, 2006, Alliance has also entered into a definitive agreement for the sale of its Analog and Mixed Signal Business Unit to a group of investors led by Shah Capital Partners, LP and continues to explore the possible disposition of its remaining memory chip operations.

Forward-Looking Statements
Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue,” “may,” “becoming,” “receiving” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that our projections will be achieved. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for the Company or our subsidiaries to differ materially from those discussed in forward-looking statements include: changes in general economic conditions in the markets in which we may compete and fluctuations in demand in the semiconductor and communications industries; our ability to sustain historical margins; increased competition; increased costs; increases in our cost of borrowings or unavailability of debt or equity capital on terms considered reasonable by management if the need for financing arises; litigation; the possibility of unsatisfied closing conditions; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors.

Contacts:

Alliance Semiconductor Corporation, Santa Clara, CA
Melvin L. Keating, President and Chief Executive Officer

408-855-4900