(Amendment No. 5)
1
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 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 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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CUSIP No. 01877H100
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13D
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Page 2
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Partners Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
1,805,399
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
-0-
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
1,805,399
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,805,399
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
1
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14
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TYPE OF REPORTING PERSON*
PN
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1
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 3
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Riley Investment Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
1,805,399
1
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
1,399,357
2
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
1,805,399
1
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
1,399,357
2
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,104,756
2
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
3
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14
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TYPE OF REPORTING PERSON*
IA
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1
Because Riley Investment Management LLC has sole investment and voting power over 1,805,399 shares of Common Stock held by Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.
2
Riley Investment Management LLC has shared voting and dispositive power over 1,399,357 shares of Common Stock held by its investment advisory clients, 1,299,357 of which are held by an investment advisory account indirectly affiliated with Bryant Riley or Riley Investment Partners Master Fund, L.P. However, Riley Investment Management LLC disclaims beneficial ownership of the non-affiliated shares.
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CUSIP No. 01877H100
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13D
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Page 4
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3
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 5
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co., LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
300,000
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
338,541
1
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
300,000
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
338,541
1
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
638,541
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
2
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14
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TYPE OF REPORTING PERSON*
BD
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1
B. Riley & Co., LLC has shared voting and dispositive power over 338,541 shares of Common Stock held by a managed account, with which it is indirectly affiliated.
2
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 6
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
B. Riley & Co. Retirement Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
73,000
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
-0-
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
73,000
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
1
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14
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TYPE OF REPORTING PERSON*
EP
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1
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 7
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
BR Investco, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
100
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
-0-
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
100
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
1
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14
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TYPE OF REPORTING PERSON*
OO
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1
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 8
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1
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NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Bryant R. Riley
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
AF, 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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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
2,443,499
1
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
1,737,898
2
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
2,443,499
1
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
1,737,898
2
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,081,397
1
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
[x]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
3
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14
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TYPE OF REPORTING PERSON*
IN
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1
Because Riley Investment Management LLC has sole voting and investment power over Riley Investment Partners Master Fund, L.P.s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of Riley Investment Partners Master Fund, L.P., Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 1,805,399 shares of Common Stock held by Riley Investment Partners Master Fund, L.P. Includes 73,000 shares beneficially owned by B. Riley & Co. Retirement Trust. Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of these shares. Includes 300,000 shares of Common Stock owned by B. Riley & Co., LLC. Because these securities are held in Mr. Rileys proprietary account at B. Riley & Co., LLC, Mr. Riley may be deemed to have beneficial ownership of such securities. Includes 100 shares beneficially owned by BR Investco, LLC, an entity controlled by Mr. Riley. Includes 265,000 shares owned by Mr. Riley.
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CUSIP No. 01877H100
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13D
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Page 9
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2
Riley Investment Management LLC has shared voting and dispositive power over 1,399,357 shares of Common Stock held by its investment advisory clients, 1,299,357 of which are held by an investment advisory account indirectly affiliated with Bryant Riley or Riley Investment Partners Master Fund, L.P. Although Mr. Riley controls Riley Investment Management LLCs voting and investment decisions for its investment advisory clients, Mr. Riley disclaims beneficial ownership of the non-affiliated shares. B. Riley & Co., LLC has shared voting and dispositive power over 338,541 shares of Common Stock. Mr. Riley is the Chairman and sole indirect equity owner of B. Riley & Co., LLC.
3
Based on 33,011,940 shares of common stock of Alliance Semiconductor Corporation (the Issuer) outstanding at October 30, 2007, as reported in the Issuers Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 14, 2007.
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CUSIP No. 01877H100
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13D
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Page 10
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Item 2.
Identity and Background
Item 2 is hereby amended and restated as follows:
(a)
(i)
Riley Investment Partners Master Fund, L.P. (Cayman Islands limited partnership)
Riley Investment Management LLC (Delaware limited liability company)
Mr. Bryant R. Riley (individual residing in California)
(ii)
B. Riley & Co., LLC (Delaware limited liability company)
B. Riley & Co. Retirement Trust (employee benefit plan)
BR Investco LLC (Delaware limited liability company)
(b)
(i)
11100 Santa Monica Blvd.
Suite 810
Los Angeles, CA 90025
(ii)
11100 Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
(c)
Mr. Riley manages and owns all of the outstanding membership interests of Riley Investment Management LLC (RIM), an SEC registered investment adviser. RIM is the investment adviser to and general partner of Riley Investment Partners Master Fund, L.P. (RIP). RIM is the investment advisor to other clients pursuant to investment advisory agreements. Mr. Riley is a trustee of the B. Riley & Co. Retirement Trust. Mr. Riley is the sole indirect equity owner and Chairman of B. Riley & Co., LLC (BRC). BRC has shared investment and voting power with respect to a managed account. Mr. Riley is the sole owner of BR Investco LLC.
(d)
N/A
(e)
N/A
(f)
United States
Item 5.
Interest in Securities of the Issuer
Item 5(c) as previously filed is amended to add the following information:
In the ordinary course of business, B. Riley & Co., LLC may effect transactions in connection with its ordinary course market making activities, as well as for customer transactions. The following are the other transactions effected by the Reporting Persons in Common Stock that have taken place in the past 60 days:
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Master
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Trans Code
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Quantity
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Price
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Trade Date
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BY
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40,000
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1.1
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1/22/2008
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BY
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4,680
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1.55
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11/26/2007
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BY
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9,500
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1.55
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11/28/2007
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BY
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15,600
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1.5498
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11/27/2007
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BY
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5,320
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1.5406
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11/23/2007
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BY
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75,000
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1.0979
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1/22/2008
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BY
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250,000
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1.3
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1/17/2008
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CUSIP No. 01877H100
13D
Page 11
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Investment Advisory Clients
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Trans Code
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Quantity
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Price
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Trade Date
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BY
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100,000
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1.2
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1/17/2008
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BY
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106,537
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1.1289
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1/23/2008
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B. Riley
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Trans Code
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Quantity
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Price
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Trade Date
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BY
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300,000
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1.25
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1/17/2008
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Bryant Riley
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Trans Code
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Quantity
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Price
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Trade Date
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BY
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215,000
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0.9749
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1/18/2008
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CUSIP No. 01877H100
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13D
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Page 12
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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: January 23, 2008
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Riley Investment Partners Master Fund, L.P.
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By: Riley Investment Management LLC, its General
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Partner
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By:
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/s/ Bryant R. Riley
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Bryant R. Riley, Managing Member
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Riley Investment Management LLC
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By:
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/s/ Bryant R. Riley
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Bryant R. Riley, Managing Member
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B. Riley & Co., LLC
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By:
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/s/ Bryant R. Riley
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Bryant R. Riley, Chairman
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B. Riley & Co. Retirement Trust
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By:
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/s/ Bryant R. Riley
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Bryant R. Riley, Trustee
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BR Investco, LLC
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By:
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/s/ Bryant R. Riley
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Bryant R. Riley, Manager
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/s/ Bryant R. Riley
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Bryant R. Riley
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