SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 1)(1)
Alliance Semiconductor Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
018775100
- --------------------------------------------------------------------------------
(CUSIP Number)
Bradley S. Perkins
Alliance Semiconductor Corporation
2572 Augustine Drive, Santa Clara, CA 95054 (408)855-4900
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 10, 2000
- --------------------------------------------------------------------------------
(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(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.
(Continued on following pages)
(Page 1 of 8 Pages)
- ----------
(1) 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 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 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).
(SC13D-07/99)
<PAGE>
CUSIP No. 01877H100 13D/A Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N. Damodar Reddy
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (See Item 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
7,571,750 (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 - (See Item 5)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
7,571,750 (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
- 0 - (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,571,750 (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 01877H100 13D/A Page 3 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N.D.R. Investments, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO (See Item 3)
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada, U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
- 0 - (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 345,000 (See Item 5)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
- 0 - (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
345,000 (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,000 (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% (See Item 5)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 01877H100 13D/A Page 4 of 8 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Alliance Semiconductor Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
2575 Augustine Drive, Santa Clara, California 95054. The principal executive
officers and directors of the Issuer are as follows:
<TABLE>
<CAPTION>
Name Position
- ------------------- -------------------------------------------------------
<S> <C>
N. Damodar Reddy Chairman, President and Chief Executive Officer
C.N. Reddy Executive Vice President, Chief Operating Officer,
Director and Secretary
David Eichler Vice President, Finance and Administration
and Chief Financial Officer
Bradley A. Perkins Vice President and General Counsel
Ritu Shrivastava Vice President, Technology Development
Jon B. Minnis Director
Sanford L. Kane Director
</TABLE>
________________________________________________________________________________
Item 2. Identity and Background.
Pursuant to Rules 13d-2(a)) promulgated under the Securities Exchange Act of
1934, as amended (the "Act"), this Statement on Schedule 13D/A is being filed on
behalf of N. Damodar Reddy, an individual ("Mr. Reddy"), and N.D.R. Investments,
Inc., a Nevada corporation ("NDR Investments"). The foregoing persons are
sometimes hereinafter referred to collectively as the "Reporting Persons".
NDR Investments was incorporated in the State of Nevada on December 29, 1994,
and its business address is 931 Tahoe Boulevard, Suite 6, Incline Village,
Nevada, California 89451-9409. Mr. Reddy is the sole shareholder, officer and
director of NDR Investments. Mr. Reddy established NDR Investments for financial
planning purposes.
Mr. Reddy is the Chairman of the Board, Chief Executive Officer and President of
the Issuer, and his principal business address is 2575 Augustine Drive, Santa
Clara, California 95054. Mr. Reddy is a U.S. citizen. Mr. Reddy became a 5%
shareholder of the Issuer as a reporting company under the Act as a result of
the Issuer's initial public offering in November 1993, and in connection
therewith Mr. Reddy filed a Statement on Schedule 13G with respect to his
beneficial ownership of securities of the Issuer on February 14, 1994 and
amended such Statement on February 14, 1995. On February 22, 1995, Mr. Reddy
filed a Statement on Schedule 13D, to which this is an amendment.
During the last five years, neither of the Reporting Persons has been: (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
Reporting Person was or is 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.
<PAGE>
CUSIP No. 01877H100 13D/A Page 5 of 8 Pages
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
MR. REDDY.
In October 1991, the Issuer issued 100 shares of Common Stock to Mr. Reddy, one
of the Issuer's founders, in satisfaction of accrued salaries payable, pursuant
to the Issuer's Reorganization under Chapter II of the United States Bankruptcy
Code dated March 18, 1991. As a result of subsequent stock splits and
conversions, such 100 shares have become 6,000,000 shares of Common Stock. In
August 1999, the Issuer issued to Mr. Reddy an incentive stock option to
purchase up to 200,000 shares of the Common Stock of the Issuer. Within 60 days
from the date of this Statement, none of such stock option will be exerciseable
by Mr. Reddy. As of March 10, 2000, Mr. Reddy owned of record 7,571,750 shares
of the Common Stock of the Issuer.
NDR INVESTMENTS.
From February 3, 1995 to date, Mr. Reddy has transferred to NDR Investments a
total of 345,000 shares of the Issuer's Common Stock held by Mr. Reddy in
exchange for shares of the Common Stock of NDR Investments.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Each of the Reporting Persons acquired the shares of Common Stock of the Issuer
for investment. Over time, each of the Reporting Persons will review their
respective investments in the Common Stock of the Issuer and may, at such time
and from time to time, determine to acquire additional shares of such Common
Stock or to dispose of all or any portion of the shares of such Common Stock at
any time held by such Reporting Person. Neither of the Reporting Persons has any
plans or proposals which relate to or would result in:
(a) The acquisition of additional securities of the Issuer (other than transfers
of securities of the Issuer from Mr. Reddy to NDR Investments), or the
disposition of any securities of the Issuer, other than sales, from time to
time, of the Common Stock of the Issuer in accordance with Section 16 of the Act
and Rule 144 promulgated under the Securities Act of 1933, as amended;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
nor any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;
(e) A material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Any change in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national
securities exchange or ceasing to be authorized to be quoted in the inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.
<PAGE>
CUSIP No. 01877H100 13D/A Page 6 of 8 Pages
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
MR. REDDY
(a) As of March 10, 2000, Mr. Reddy owned beneficially and of record 7,916,750
shares of the Common Stock of the Issuer, which represented 18.7% of the
Issuer's Common Stock (based on 42,233,928 shares outstanding). Such amount
includes 345,000 shares of Common Stock of the Issuer owned beneficially and of
record by NDR Investments. All the share amounts set forth in this paragraph
take into account a 3-for-2 stock split in the form of a stock dividend
undertaken by the Issuer as of January 6, 1995.
(b) Mr. Reddy has the sole voting, disposition and investment power with respect
to the 7,571,750 shares listed above. Mr. Reddy is married and resides in a
community property State.
(c) From February 3, 1995 to date, Mr. Reddy has transferred a total of 345,000
shares of the Common Stock of the Issuer to NDR Investments. In addition, during
the last 60 days, Mr. Reddy effected the following dispositions, all of which
were sales in the Nasdaq National Market in broker's transactions under Rule
144:
<TABLE>
<CAPTION>
Date Shares Disposition Price Per
Share
- ------------- ------------ ------------------------------- --------------
<S> <C> <C> <C> <C>
3/3/00 10,000 Sale $25.98
3/6/00 10,000 Sale $26.13
-----------
total 20,000
</TABLE>
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from or proceeds from the sale of any shares of the
Common Stock of the Issuer owned by Mr. Reddy. Mr. Reddy is married and resides
in a community property State.
(e) Not applicable.
NDR INVESTMENTS
(a) As of March 10, 2000, NDR Investments owned beneficially and of record
345,000 shares of the Common Stock of the Issuer, which represented 0.8% of the
Issuer's Common Stock (based on 42,233,928 shares outstanding).
(b) Because NDR Investments may be deemed to be controlled by Mr. Reddy, Mr.
Reddy will likely be deemed to have voting, disposition and investment power
with respect to the 345,000 shares listed above.
(c) From February 3, 1995 to date, NDR Investments has been transferred from Mr.
Reddy a total of 345,000 shares of the Common Stock of the Issuer. During the
last 60 days, NDR Investments effected no transactions.
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from or proceeds from the sale of any shares of the
Common Stock of the Issuer owned by NDR Investments.
(e) NDR Investments is not, and has never been, the beneficial owner of 5% or
more of the shares of the Common Stock of the Issuer.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The only contract, arrangement, understanding or relationship (legal or
otherwise) between the persons named in Item 2 are the documents creating NDR
Investments.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit hereto:
Exhibit A: Agreement of Joint Filing
________________________________________________________________________________
<PAGE>
CUSIP No. 01877H100 13D/A Page 7 of 8 Pages
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.
March 10, 2000
----------------------------------------
(Date)
N. Damodar Reddy
/s/ N. Damodar Reddy
----------------------------------------
(Signature)
N. Damodar Reddy
----------------------------------------
(Name/Title)
N.D.R. Investments, Inc.
/s/ N. Damodar Reddy
----------------------------------------
(Signature)
By: N. Damodar Reddy, President
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No. 01877H100 13D/A Page 8 of 8 Pages
EXHIBIT A
Agreement of Joint Filing
Each of the undersigned hereby agrees that they are filing jointly pursuant to
Rule 13d- I (f)(1) of the Securities Exchange Act of 1934, as amended, the
Statement dated March 10, 2000, containing the information required by Schedule
13D/A, for the shares of Common Stock of Alliance Semiconductor Corporation held
by both N. Damodar Reddy and N.D.R. Investments, Inc.
March 10, 2000
----------------------------------------
(Date)
N. Damodar Reddy
/s/ N. Damodar Reddy
----------------------------------------
(Signature)
N. Damodar Reddy
----------------------------------------
(Name/Title)
N.D.R. Investments, Inc.
/s/ N. Damodar Reddy
----------------------------------------
(Signature)
By: N. Damodar Reddy, President
----------------------------------------
(Name/Title)
