SC 13G/A 1 alliance13gam1.txt SC13GAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ALLIANCE SEMICONDUCTOR CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 -------------------------------------------------------------------------------- (Title of Class of Securities) 01877H100 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 01877H100 -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Harvey Partners, LLC 20-3760303 -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- (3) SEC Use Only -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware, United States -------------------------------------------------------------------------------- Number of Shares Beneficially Owned Each Reporting Person With by (5) Sole Voting Power: 2,456,000** ------------------------------------- (6) Shared Voting Power: 0 ------------------------------------- (7) Sole Dispositive Power: 2,456,000** ------------------------------------- (8) Shared Dispositive Power: 0 ------------------------------------ -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,456,000** -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 7.4%** -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA -------------------------------------------------------------------------------- ** Based on 33,011,940 shares of common stock, par value $0.01 per share (the "Shares"), of Alliance Semiconductor Corporation, a Delaware corporation (the "Company"), outstanding as of October 30, 2007, as disclosed in the Company's most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), held 2,038,478 Shares of the Company's common stock. As of December 31, 2007, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), held 417,522 Shares of the Company's common stock. Harvey Partners, LLC ("Harvey Partners") is the investment manager of SMidCap Fund and SMidCap Offshore Fund, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by SMidCap Fund and SMidCap Offshore Fund. Jeffrey C. Moskowitz and James A. Schwartz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 2,456,000 Shares of the Company's common stock, or 7.4% of the Shares deemed issued and outstanding as of December 31, 2007. Harvey Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in SMidCap Fund and SMidCap Offshore Fund, if any. Item 1(a) Name Of Issuer: Alliance Semiconductor Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 2900 Lakeshore Drive, Santa Clara, California 95054 Item 2(a) Name of Person Filing: Harvey Partners, LLC Item 2(b) Address of Principal Business Office or, if None, Residence: 350 Madison Avenue, 8th Floor, New York, NY 10017 Item 2(c) Citizenship: Harvey Partners, LLC is a Delaware limited liability company. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value per share Item 2(e) CUSIP No.: 01877H100 Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership. (a) Amount Beneficially Owned: 2,456,000** (b) Percent of Class: 7.4%** (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 2,456,000** (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 2,456,000** (iv) shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. ---------- ** Based on 33,011,940 shares of common stock, par value $0.01 per share (the "Shares"), of Alliance Semiconductor Corporation, a Delaware corporation (the "Company"), outstanding as of October 30, 2007, as disclosed in the Company's most recent Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007. As of December 31, 2007, Harvey SMidCap Fund, LP, a Delaware limited partnership ("SMidCap Fund"), held 2,038,478 Shares of the Company's common stock. As of December 31, 2007, Harvey SMidCap Offshore Fund, Ltd., a Cayman Islands exempted company ("SMidCap Offshore Fund"), held 417,522 Shares of the Company's common stock. Harvey Partners, LLC ("Harvey Partners") is the investment manager of SMidCap Fund and SMidCap Offshore Fund, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by SMidCap Fund and SMidCap Offshore Fund. Jeffrey C. Moskowitz and James A. Schwartz, the Managing Members of Harvey Partners, share voting and investment power with respect to all securities beneficially owned by Harvey Partners. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, Harvey Partners is deemed to beneficially own 2,456,000 Shares of the Company's common stock, or 7.4% of the Shares deemed issued and outstanding as of December 31, 2007. Harvey Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in SMidCap Fund and SMidCap Offshore Fund, if any. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of, or with the effect of, changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with, or as a participant in, any transaction having that purpose or effect. SIGNATURE --------- 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. February 14, 2008 HARVEY PARTNERS, LLC By:/s/ Jeffrey C. Moskowitz ------------------------------- Name: Jeffrey C. Moskowitz Title: Managing Member Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)