-----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, LF4R18JHhjMXHGYlFTEmE4NUMd6xpcI0T3CuEOeGfcOmY4dQCsxlJtz9B+5kNNYb 9cZsxoGAm8ScRc5ccDlDIw== 0000892569-05-000814.txt : 20050921 0000892569-05-000814.hdr.sgml : 20050921 20050921125924 ACCESSION NUMBER: 0000892569-05-000814 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 EFFECTIVENESS DATE: 20050921 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 051095285 BUSINESS ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 BUSINESS PHONE: 4088554900 MAIL ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: B. Riley & Co., Inc. CENTRAL INDEX KEY: 0001337002 IRS NUMBER: 954592938 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: STE. 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: STE. 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 DFAN14A 1 a12694a2dfan14a.htm DEFINITIVE ADDITIONAL MATERIALS - NON-MANAGEMENT dfan14a
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Under Rule 14a-12
Alliance Semiconductor Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
B. Riley & Co., Inc.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:
o Fee paid previously with preliminary materials:
  o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
  (1)   Amount Previously Paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
  (3)   Filing Party:
 
  (4)   Date Filed:

 

 

NEWS RELEASE
Contacts:
Dan Sullivan
MacKenzie Partners, Inc.
(212) 929-5500
B. RILEY & CO., INC. URGES ALLIANCE SEMICONDUCTOR CORPORATION SHAREHOLDERS TO VOTE “GOLD” PROXY CARD FOR THE RILEY SLATE OF NOMINEES
Los Angeles, CA, September 21, 2005 – B. Riley & Co., Inc. today sent the following letter to Alliance Semiconductor Corporation (NASDAQ: ALSC) shareholders urging them to vote the “GOLD” proxy card “FOR” Riley’s nominees for election to the board:
September 20, 2005
Dear Fellow Alliance Shareholders:
     I am the Chairman of B. Riley & Co., Inc. (“Riley”) which has sent you a proxy statement and GOLD PROXY CARD asking you to support Riley’s nominees for election to the board of Alliance Semiconductor Corporation (“ALSC” or the “Company”). Our proxy statement explains our nominees and our reasons for seeking a change in the ALSC board of directors.
     Riley’s goal is to see the ALSC investment portfolio used for the benefit of shareholders, by liquidating it and distributing it or using it to repurchase shares. We have made some progress toward this goal: the board of directors has stated that it intends to dispose of certain investments and use the proceeds for distributions or share repurchases.
     However, the incumbent board still remains committed to the traditional ALSC semiconductor business. In our opinion, this will require the Company to continue to expend significant capital to support that business and will lead to a continuation of the Company’s 20 straight quarters of operational losses.
     We believe ALSC’s capital should instead be used for distributions to shareholders or redemptions of shares and that the semiconductor business should be discontinued. We also believe that the Riley nominees will be better able to effect the changes needed at the Company with a fresh perspective and are more committed to providing these benefits to shareholders than the current board.
     As our proxy materials indicate, we spent time trying to reach a consensus with management over the direction of the Company and have resorted to this proxy contest only after we felt all other options had been exhausted. We urge you to support the Riley nominees by signing, dating and returning the GOLD PROXY CARD today. Please read our proxy statement that gives additional details about the election, the voting procedures and other important matters. If you have any questions or need additional copies of Riley’s proxy materials, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885.
OUR PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT SEPTEMBER 20, 2005, AND IS AVAILABLE FOR FREE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE LOCATED AT WWW.SEC.GOV. THE FOLLOWING ARE PARTICIPANTS IN THIS SOLICITATION: B. RILEY & CO., INC.; BRYANT R. RILEY; ALAN B. HOWE; BOB D’AGOSTINO; J. MICHAEL GULLARD; C.N. REDDY; TOM KELLEHER; B. RILEY & CO. HOLDINGS, LLC; SACC PARTNERS LP; RILEY INVESTMENT MANAGEMENT LLC AND B. RILEY & CO. RETIREMENT TRUST. INFORMATION REGARDING THE DIRECT OR INDIRECT INTERESTS OF THESE PARTICIPANTS IS SET FORTH IN OUR DEFINITIVE PROXY STATEMENT, WHICH WE URGE YOU TO READ.

 

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