SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (a)
(Amendment No. 2)*
ALLIANCE DISTRIBUTORS HOLDING INC.
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(NAME OF ISSUER)
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
01858P105
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(CUSIP NUMBER)
Jay Gelman, 15-15 132nd Street College Point, New York 11356 (718) 747-1500
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
October 11, 2005
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(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 Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 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).
Page 2 of 4
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JAY GELMAN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Note)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO (SEE ITEM 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,797,220 shares of common stock*
OWNED BY -------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH N/A
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9 SOLE DISPOSITIVE POWER
8,501,671 shares of common stock*
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,797,220 shares of common stock*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.55% shares of common stock*
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14 TYPE OF REPORTING PERSON
IN
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* Includes 8,226,671 shares of common stock, 275,000 options that are currently
exercisable, and 5,295,549 shares of common stock that are subject to a Voting
Proxy. See Item 5.
Page 3 of 4
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, $.001 par value (the "common stock"), of Alliance
Distributors Holding Inc., a Delaware corporation (the "Company"). The
address of the principal executive offices of the Company is 15-15 132nd
Street, College Point, New York 11356.
ITEM 2. IDENTITY AND BACKGROUND.
This statement on Schedule 13D is being filed by Jay Gelman. His business
address is 15-15 132nd Street, College Point, New York 11356.
Mr. Gelman is the Chairman and Chief Executive Officer of the Company.
Mr. Gelman is a citizen of the USA.
During the last five years, Mr. Gelman has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). Mr. Gelman was not, during the last five years, a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Rows 11 and 13 of the Cover Pages.
(b) See Rows 7 through 10 of the Cover Pages.
(c) This amended Report is being filed to reflect that since Mr. Gelman's
last filing on Form 13D/A (i) the number of shares beneficially owned by him in
respect of stock options has been increased by 275,000 as a result of an
increase in the portion of such options that are currently exercisable, and (ii)
the number of shares of common stock beneficially owned by Mr. Gelman as a
result of a voting proxy ("Voting Proxy") granted to Mr. Gelman has been reduced
from 5,805,295 shares of common stock to 5,295,549 shares of common stock as a
result of the transfer or sale of 509,746 shares of common stock by certain
proxy grantors since the date of the last filing by Mr. Gelman on Form 13D/A.
(d) The shareholders listed on the signature pages to the Voting Proxy
attached as an Exhibit to the Form 8-K filed by the Company on July 14, 2004
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, 5,295,549 shares of common stock subject to
the Voting Proxy.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE
ISSUER.
See Item 5 for information relating to the Voting Proxy granted to Mr.
Gelman.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Irrevocable Proxy given in favor of Jay Gelman. Incorporated by reference
to Exhibit 9.1 of Form 8-K filed by the Company on July 14, 2004
Page 4 of 4
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.
Dated: October 11, 2005
By: /s/ Jay Gelman
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Jay Gelman
Chairman & CEO