sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALLIANCE DISTRIBUTORS HOLDING INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
STG Strategy Partners, L.P.
6269 Alpha Road
Dallas, Texas 75240
214/432-6354
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 30, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e),
§240.13d-1(f) or §240.13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on 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).
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SCHEDULE 13D |
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CUSIP No. |
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01858P105 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
STG Strategy Partners, L.P.
20-3277050 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS* |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,603,671 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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8,603,671 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,603,671 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.56% |
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14 |
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TYPE OF REPORTING PERSON* |
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Partnership (PN) |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D |
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CUSIP No. |
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01858P105 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
STG Strategy Investments, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS* |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,603,671 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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8,603,671 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,603,671 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.56% |
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14 |
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TYPE OF REPORTING PERSON* |
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Other (OO) |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
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SCHEDULE 13D |
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CUSIP No. |
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01858P105 |
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1 |
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY):
Basil Haymann |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY: |
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SOURCE OF FUNDS* |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Texas
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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-0- |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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8,603,671 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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-0- |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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8,603,671 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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8,603,671 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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17.56% |
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14 |
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TYPE OF REPORTING PERSON* |
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Individual (IN) |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the Statement) relates to the common stock, $0.001
par value (the Common Stock), and voting rights relating thereto, of Alliance
Distributors Holding Inc., a Delaware corporation (the Company), which has its principal
executive offices located at 1160 Commerce Avenue, Bronx, New York 11462.
Item 2. IDENTITY AND BACKGROUND.
(a) STG Strategy Partners, L.P. (Purchaser) is a Texas limited partnership, whose
sole general partner is STG Strategy Investments, LLC (LLC), whose managing member is
Basil Haymann.
(b) Purchasers principal offices (and a business address for the other filers) are located
at:
6269 Alpha Road
Dallas, Texas 75240
(c) Purchasers principal business is holding family investments, as is also the case with
LLC.
(d) Neither Purchaser, LLC, nor Mr. Haymann has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Purchaser, LLC, nor Mr. Haymann has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding become subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Purchaser is a Texas limited partnership, LLC is a Texas limited liability company and Mr.
Haymann is a U.S. citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS.
In the current transaction, Purchaser is paying $750,000.00 in cash consideration for the
8,266,671 shares (Subject Shares) being acquired pursuant to the Stock Purchase Agreement (Stock
Purchase Agreement) dated November 20, 2007 by and between Purchaser and Ivan Muller, current
holder of the Shares. Additional consideration, also currently expected to come from Purchasers
working capital, may be paid in the future to the seller, Ivan Muller, for
non-competition/non-solicitation. Purchaser already held 200,000 shares of the Companys common
stock, 100,000 shares were already held in Mr. Haymanns IRA account and Mr. Haymanns spouse holds
another 37,000 shares in her IRA. The source for the funds to acquire the Subject Shares is
working capital.
Item 4. PURPOSE OF TRANSACTION.
Purchaser is acquiring the Subject Shares from the current holder, Ivan Muller, pursuant to
the Stock Purchase Agreement. Purchaser currently has no plan or proposals that would relate to or
would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) |
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In addition to the Subject Shares reported hereunder, Purchaser already held 200,000
shares of the Companys common stock, 100,000 shares were already held in Mr. Haymanns IRA
account and Mr. Haymanns spouse holds another 37,000 shares in her IRA (collectively, other
than the Subject Shares, the Additional Shares). Purchaser and LLC disclaim beneficial
ownership for the shares held in Mr. Haymanns IRA account. Purchaser, LLC and Mr. Haymann
disclaim beneficial ownership for the shares held in the IRA of Mr. Haymanns spouse. |
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Purchaser (and LLC as the sole general partner of Purchaser and Mr. Haymann as the
managing member of LLC) has the right to vote and depose of the Subject Shares,
which when added with the Additional Shares total 8,603,671 shares of the Companys
common stock, or approximately 17.56% of the Companys issued and outstanding common
stock. |
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(c) |
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Except for the transaction described above, no transactions in the class of securities
reported have been effected during the past 60 days by Mr. Haymann, LLC or Purchaser. |
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(d) |
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To the knowledge of Purchaser, LLC and Mr. Haymann, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities of the Company reported herein. |
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(e) |
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N/A |
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Except for the Stock Purchase Agreement described above, to the knowledge of Purchaser, LLC
and Mr. Haymann, there are no contracts, arrangements, understandings or relationships (legal or
otherwise), including, but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item
2, and any other person, with respect to any securities of the Company, including any securities
pledged or otherwise subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities other than standard default and similar
provisions contained in loan agreements.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT A Stock Purchase Agreement. |
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EXHIBIT B Joint Filing Statement |
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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.
Date: November 30, 2007.
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STG STRATEGY PARTNERS, L.P. |
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By:
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STG Strategy Investments, LLC
General Partner |
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By:
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/s/ Basil Haymann
Basil Haymann, Managing Member
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STG STRATEGY INVESTMENTS, LLC |
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By:
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/s/ Basil Haymann
Basil Haymann, Managing Member
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BASIL HAYMANN |
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By:
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/s/ Basil Haymann
Basil Haymann
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