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) November 15, 2005

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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

On November 15, 2005, Alliance Semiconductor Corporation (the “Company”) received a Nasdaq Staff Determination Letter (the “Staff’s Determination”) stating that, due to its failure to timely file its Form 10-Q for the quarter ended September 24, 2005, the Company has failed to comply with its filing requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(C)(14) and that its common stock are therefore subject to a delisting from The Nasdaq National Market. Additionally, Nasdaq has indicated that the Company’s trading symbol will be changed from “ALSC” to “ALSCE” effective November 17, 2005 and the Company has been put on notice that its common stock will be delisted from The Nasdaq National Market at the open of business on November 25, 2005 unless the Company requests a hearing before a Nasdaq Listing Qualifications Panel. The Company presently intends to request a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff’s Determination. Pending a decision by the Panel, the Company’s common stock will remain listed on The Nasdaq National Market. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will regain compliance with its filing requirements in a timely manner.

As previously announced, the Company has incurred a loss of knowledge and experience with regard to its accounting policies and procedures, partially due to the continued turnover and lack of adequate internal staff in the accounting and finance department during the quarter ended September 24, 2005. The lapse in accounting policies and procedures coupled with attrition have increased the amount of time required to perform the control procedures and develop the required financial information that is included in the Company’s Quarterly Report on Form 10-Q for the period ended September 24, 2005. Additionally, the Company has continued to work to verify certain financial results reported by a company in which Alliance Ventures Management (“AVM”) owns greater than 20 percent and holds a Board seat. To date, the Company has not been able to complete the preparation of its Quarterly Report on Form 10-Q for the period ended September 24, 2005. However, Alliance has been diligently working to complete this process and will file its Quarterly Report on Form 10-Q for the period ended September 24, 2005 as soon as possible.

A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 16, 2005.

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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: November 16, 2005	By:	/s/ N. Damodar Reddy
		N. Damodar Reddy
		Chairman of the Board, President, Chief Executive Officer and Interim Chief Financial Officer

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EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press Release dated November 16, 2005.

EX-99.1

Exhibit 99.1

COMPANY CONTACT:	INVESTOR CONTACT:
N.D. Reddy	Kellie Nugent
Chairman, President and CEO	Shelton Investor Relations
408-855-4900	972-239-5119 Ext. 125
408-855-4900	knugent@sheltongroup.com

Alliance Receives Delisting Notification from Nasdaq

Announces Decision to Appeal

SANTA CLARA, Calif.—(BUSINESS WIRE)—Nov. 16, 2005—Alliance Semiconductor Corporation (Nasdaq: ALSC) today announced that on November 15, 2005 it received a Nasdaq Staff’s Determination stating the Company is not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14) because the Company has not yet filed its Quarterly Report on Form 10-Q for its quarter ended September 24, 2005. Alliance was informed that, according to Nasdaq regulations, unless a hearing to appeal the Staff’s Determination is requested by the Company on or before 4:00 p.m. Eastern Time on November 22, 2005, its common stock will be delisted from The Nasdaq National Market at the opening of business on November 25, 2005. In accordance with Nasdaq’s rules, Alliance presently intends to request a hearing before a Nasdaq Listing Qualifications Panel for continued listing on The Nasdaq National Market. Pending a decision by the Nasdaq Listing Qualifications Panel, the Company’s common stock will remain listed on The Nasdaq National Market. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will regain compliance with its filing requirements in a timely manner.

Additionally, Nasdaq Staff’s Determination stated that at the opening of business on November 17, 2005 it would add an “E” to the end of the Company’s ticker symbol. As such, starting at the opening of business on November 17, 2005, Alliance will trade under the ticker symbol “ALSCE.”

As previously announced, the Company has incurred a loss of knowledge and experience with regard to its accounting policies and procedures, partially due to the continued turnover and lack of adequate internal staff in the accounting and finance department during the quarter ended September 24, 2005. The lapse in accounting policies and procedures coupled with attrition have increased the amount of time required to perform the control procedures and develop the required financial information that is included in the Company’s Quarterly Report on Form 10-Q for the period ended September 24, 2005. Additionally, the Company has continued to work to verify certain financial results reported by a company in which Alliance Ventures Management (“AVM”) owns greater than 20 percent and holds a Board seat. To date, the Company has not been able to complete the preparation of its Quarterly Report on Form 10-Q for the period ended September 24, 2005. However, Alliance has been diligently working to complete this process and will file its Quarterly Report on Form 10-Q for the period ended September 24, 2005 as soon as possible.

Forward-Looking Statements
This press release contains forward-looking statements, as defined under Federal Securities Laws. These forward-looking statements include the statements regarding the Company’s expectations as to the potential delisting of its common stock from The Nasdaq National Market and the timing of the filing of its Quarterly Report on Form 10-Q and announcement of its financial results. These statements are just predictions and are not historical facts or guarantees of future performance or events and are based on current expectations, estimates, beliefs, assumptions, goals and objectives, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed or implied by these statements. These risks include, but are not limited to, (i) the Company failing to file an appeal hearing request and obtain a stay from the delisting of its securities and an extension to file its Quarterly Report on Form 10-Q from Nasdaq; (ii) in the event the Company is successful in obtaining a stay from delisting and an extension to file its Quarterly Report on Form 10-Q from Nasdaq, the Company still may not be able to comply with the Nasdaq listing requirements and may, at the end of the extension period, if any, be delisted; and (iii) other events and other important factors disclosed previously and from time to time in the Company’s filings with the Securities and Exchange Commission. Alliance assumes no obligation to update the information in this press release.

About Alliance
Alliance Semiconductor Corporation (Nasdaq: ALSC) is powering applications with high performance solutions for the communications, computing and consumer electronics markets. Utilizing advanced process technologies and design expertise, Alliance provides leading OEMs with a broad portfolio of complementary technologies including analog and mixed-signal products, chip-to-chip connectivity products, networking controllers and high-performance memories. Alliance addresses the complete needs of system developers by leveraging its proprietary advances in Electromagnetic Interference (EMI) reduction, power management and timing technology, HyperTransport™ I/O connectivity and specialized memory solutions for next-generation applications. Founded in 1985, Alliance is headquartered in Santa Clara, California with design centers in Bangalore and Hyderabad, India. Additional information is available on the Alliance Web site at www.alsc.com.

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