0001144204-13-023348.txt : 20130423 0001144204-13-023348.hdr.sgml : 20130423 20130423143417 ACCESSION NUMBER: 0001144204-13-023348 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 GROUP MEMBERS: GAD PARTNERS FUND LP GROUP MEMBERS: PARAGON TECHNOLOGIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SED INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0000800286 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 222715444 STATE OF INCORPORATION: 2Q FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37943 FILM NUMBER: 13776109 BUSINESS ADDRESS: STREET 1: 3505 NEWPOINT PLACE, #450 CITY: LAWRENCEVILLE STATE: GA ZIP: 30043 BUSINESS PHONE: 7704918962 MAIL ADDRESS: STREET 1: 3505 NEWPOINT PLACE, #450 CITY: LAWRENCEVILLE STATE: GA ZIP: 30043 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gad Capital Management, LLC CENTRAL INDEX KEY: 0001561934 IRS NUMBER: 260361178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1698 SOUTH MILLEDGE AVE STREET 2: #6 CITY: ATHENS STATE: 2Q ZIP: 30605 BUSINESS PHONE: 706-549-7141 MAIL ADDRESS: STREET 1: 1698 SOUTH MILLEDGE AVE STREET 2: #6 CITY: ATHENS STATE: 2Q ZIP: 30605 SC 13D/A 1 v342236_sc13da.htm FORM SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Amendment No. 6)*

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

SED INTERNATIONAL HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

784109209

(CUSIP Number)

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

216-566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 23, 2013

(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 □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 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 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).

 

 
 

 

This Amendment No. 6 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 6”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2012, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of SED International Holdings, Inc., a Georgia corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 6 and prior amendments, the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

 

On April 22, 2013, two of our director nominees participated in purported interviews with members of the current board of directors of the Company. Based on these meetings and prior interactions with directors of the Company and its counsel, we have withdrawn our two nominees from consideration to be added to the current board. Our letter to the current board withdrawing our proposed candidates is attached to this Amendment No. 6 as Exhibit 99.1.

 

Item 7. Material to be Filed as Exhibits.

 

The following document is filed as an exhibit to this Amendment No. 6:

 

99.1 Letter to the Board of Directors of SED International Holdings, Inc., dated April 23, 2013.

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 6 is true, complete and correct.

 

Dated: April 23, 2013

 

 

GAD PARTNERS FUND LP,

by Gad Capital Management LLC,

its General Partner

 

By: /s/ Hesham Gad  
Name: Hesham Gad  
Title: Managing Partner  

 

 

GAD CAPITAL MANAGEMENT LLC

 

By: /s/ Hesham Gad  
Name: Hesham Gad  
Title: Managing Partner  

 

 

PARAGON TECHNOLOGIES, INC.

 

By: /s/ Hesham Gad  
Name:   Hesham Gad  
Title: Chairman  

 

 

EX-99.1 2 v342236_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

[Thompson Hine LLP Letterhead]

 

April 23, 2013

 

 

Board of Directors

SED International Holdings, Inc.

3605 Newpoint Place, Suite 450

Lawrenceville, GA 30043

 

Re:SED International Holdings, Inc.

April 22, 2013 Board Interviews

 

Gentlemen:

 

On behalf of Paragon Technologies, Inc., please be advised that Mr. Samuel S. Weiser and Mr. Hesham M. Gad hereby withdraw their names from consideration to be added to the current board of directors, effective immediately.

 

Mr. Weiser and Mr. Gad participated in Monday’s interviews in good faith and with a hopeful sense of optimism that the meetings would be handled in a productive and professional manner, but could not have left the meetings with a greater sense of disappointment and concern. Mr. Weiser and Mr. Gad do not believe that it is in the best interests of Paragon or themselves to endeavor to work productively with, or become associated with, the current directors.

 

Sincerely,

 

/s/ Derek D. Bork

Derek D. Bork