SC 13G/A 1 ia13g5.txt DECEMBER 2001 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. 5) Under the Securities Exchange Act of 1934 Programmers Paradise, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 743205-10-6 (CUSIP Number) December 31, 2001 (Date Of Event Which Requires Filing Of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) For ROI Capital Management, Mitch & Mark [ ] Rule 13d-1(c) For ROI Partners [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out or 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. 743205-10-6 SCHEDULE 13G Page 2 of 8 1 Name of Reporting Person ROI Capital Management, Inc. IRS Identification No. of Above Person 68-0269547 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization California 5 Sole Voting Power 894,400 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 894,400 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 894,400 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 17.1% 12 Type of Reporting Person* CO, IA CUSIP No. 743205-10-6 SCHEDULE 13G Page 3 of 8 1 Name of Reporting Person Mark T. Boyer IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 894,400 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 894,400 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 894,400 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 17.1% 12 Type of Reporting Person* IN CUSIP No. 743205-10-6 SCHEDULE 13G Page 4 of 8 1 Name of Reporting Person Mitchell J. Soboleski IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power 894,400 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 894,400 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 894,400 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented by Amount in Row 9 17.1% 12 Type of Reporting Person* IN CUSIP No. 743205-10-6 SCHEDULE 13G Page 5 of 8 Item 1(a). Name of Issuer. Programmers Paradise, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 1163 Shrewsbury Avenue, Shrewsbury, NJ 07702 Item 2(a). Names of Persons Filing. Mitchell J. Soboleski, Mark T. Boyer and ROI Capital Management, Inc. Item 2(b). Address of Principal Business Office or, if none, Residence. The business address of Mitchell Soboleski, Mark T. Boyer and ROI Capital Management, Inc. is 17 E. Sir Francis Drake Blvd., Suite 225, Larkspur, CA 94939. Item 2(c). Citizenship. Mitchell J. Soboleski and Mark T. Boyer are United States citizens. ROI Capital Management, Inc. is a California corporation. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 743205-10-6 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). CUSIP No. 743205-10-6 SCHEDULE 13G Page 6 of 8 (d) [ ] Investment company registered under section 8 of the Investment Company act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E) (with respect to ROI Capital Management, Inc. only). (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) [X] A parent holding company or control person in accordance with 240.13b-1(b)(1)(ii)(G) (with respect to Mitchell J. Soboleski and Mark T. Boyer only). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded form the definition of an investment company under section 3(c)(14) of the Investment Company act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Section 240.13d-1(c), check this box [ ] ROI PARTNERS Item 4. Ownership. Reference is made hereby made to Items 5-9 and 11 of pages two (2), three (3) and four (4) of this Schedule 13G, which Items are incorporated by reference herein. CUSIP No. 743205-10-6 SCHEDULE 13G Page 7 of 8 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. ROI Capital Management, Inc. is deemed to be the beneficial owner of the number of securities reflected in Item 5-9 and 11 of page two (2) of this Schedule 13G pursuant to separate arrangements whereby it acts as investment adviser to certain persons, including ROI Partners, L. P. Each person for whom ROI Capital Management, Inc. acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock purchased or held pursuant to such arrangements. Mitchell J. Soboleski & Mark T. Boyer are deemed to be the beneficial owners of the number of securities reflected in Items 5-9 and 11 on pages three (3) and four (4) of this Schedule 13G pursuant to their ownership interest in ROI Capital Management, Inc. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. (a) By signing below, ROI Capital Management, Inc. certifies that, to the best of its knowledge and belief, the securities referred to above on page two (2) of this Schedule 13G were acquired and are held in the ordinary course of business and 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. CUSIP No. 743205-10-6 SCHEDULE 13G Page 8 of 8 (b) By signing below, Mitchell J. Soboleski and Mark T. Boyer certify that, to the best of their respective knowledge and believe, the securities referred to above on pages three (3) and four (4), respectively, of this Schedule 13G 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 their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 14, 2002 MITCHELL J. SOBOLESKI /s/ Mitchell J. Soboleski ________________________ By: Mitchell J. Soboleski DATED: February 14, 2002 MARK T. BOYER /s/ Mark T. Boyer ________________________ By: Mark T. Boyer DATED: February 14, 2002 ROI CAPITAL MANAGEMENT, INC. /s/ Mitchell J. Soboleski ________________________ By: Mitchell J. Soboleski its: Secretary