-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FB6j3c65HBFfpIKQ25slj1RgL3RoGotxiEp3pl1PpRjYYZuj7fCdIBSFqBq//AN2 8f3LLy3BhWbhfMSS9wu3RQ== 0001095449-04-000127.txt : 20041013 0001095449-04-000127.hdr.sgml : 20041013 20041012174649 ACCESSION NUMBER: 0001095449-04-000127 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROGRAMMERS PARADISE INC CENTRAL INDEX KEY: 0000945983 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 133136104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48325 FILM NUMBER: 041075760 BUSINESS ADDRESS: STREET 1: 1157 SHREWSBURY AVE CITY: SHREWSBURY STATE: NJ ZIP: 07702 BUSINESS PHONE: 7323898950 MAIL ADDRESS: STREET 1: 1157 SHREWSBURY AVE CITY: SHREWSBURY STATE: NJ ZIP: 07702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROI CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000937219 IRS NUMBER: 680269547 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 175 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: 4154648023 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 175 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13D/A 1 ia13d1.txt SCHEDULE 13D FOR SEPTEMBER 30, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Programmers Paradise, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 743205-10-6 (CUSIP Number) Melissa Dehn 2219 Buchanan Road, Suite 9 Antioch, CA 94509 (925) 778-2390 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 2004 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [X]. 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 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). CUSIP No. 743205-10-6 SCHEDULE 13D Page 2 of 7 1 Name of Reporting Person ROI Capital Management, Inc. IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization California NUMBER OF 7 Sole Voting Power 719,300 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 719,300 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 719,300 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 18.8% 14 Type of Reporting Person CO, IA CUSIP No. 743205-10-6 SCHEDULE 13D Page 3 of 7 1 Name of Reporting Person Mark T. Boyer IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States NUMBER OF 7 Sole Voting Power 719,300 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 719,300 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 719,300 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 18.8% 14 Type of Reporting Person IN CUSIP No. 743205-10-6 SCHEDULE 13D Page 4 of 7 1 Name of Reporting Person Mitchell J. Soboleski IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States NUMBER OF 7 Sole Voting Power 719,300 SHARES BENEFICIALLY 8 Shared Voting Power -0- OWNED BY EACH REPORTING 9 Sole Dispositive Power 719,300 PERSON WITH 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 719,300 12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row 11 18.8% 14 Type of Reporting Person IN CUSIP No. 743205-10-6 SCHEDULE 13D Page 5 of 7 Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock, $.01 par value (the "Common Stock"), of Programmers Paradise, Inc. (the "Issuer"). The principal executive office of the Issuer is 1157 Shrewsbury Avenue, Shrewsbury, NJ 07702. Item 2. Identity and Background This Schedule is filed on behalf of ROI Capital Management, Inc., Mark T. Boyer and Mitchell J. Soboleski ("Reporting Entities"), whose principal business office address is 300 Drakes Landing Road, Suite 175, Greenbrae, CA 94904. Reporting Entities can be deemed to have benefical ownership due to the fact that Reporting Entities have dispositive authority of the reported securities held in advisory accounts of ROI Capital Management, Inc. Reporting entities do not own any of the reported securities directly, only through an interest in one or more of the advisory accounts. ROI Capital Management, Inc. is an investment advisor registered as such with the SEC. ROI Capital Management, Inc. has 2 owners, Mark T. Boyer, President and Mitchell J. Soboleski, Secretary. None of ROI Capital Management, Inc., or ROI Capital Management, Inc.'s officers have, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors). None of ROI Capital Management, Inc., or ROI Capital Management, Inc.'s officers have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ROI Capital Management, Inc. is a California corporation, and Mitchell J. Soboleski and Mark T. Boyer are United States citizens. Item 3. Source and Amount of Funds or Other Consideration Funds for the purchases of Common Stock were obtained from the working capital of advisory clients. Item 4. Purpose of Transaction. The purchases of Common Stock were made solely for investment purposes. Depending upon market conditions and other factors, ROI Capital Management may acquire additional securities of the Issuer, or alternatively, may dispose of some or all of the securities of the Issuer that it benefically owns. CUSIP No. 743205-10-6 SCHEDULE 13D Page 6 of 7 Item 5. Interest in Securities of the Issuer (a),(b) Reference is made hereby to Items 7-11 and 13 of page two (2), three (3) and four (4) of this Schedule, which Items are incorporated by reference herein. Of the shares beneficially owned, none are owned by reporting persons, except for dispositive power and interests held in advisory accounts of ROI Capital Management, Inc. (c) ROI Capital Management, Inc. effected the following sales through registered broker-dealers in the last sixty days for its' advisory accounts: Number of Date Shares Price/unit 9/20/04 700 10.04 9/21/04 1,900 10.01 9/22/04 600 9.90 9/23/04 5,768 9.67 9/24/04 11,600 9.81 9/28/04 30,932 10.01 (d),(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. CUSIP No. 743205-10-6 SCHEDULE 13D Page 7 of 7 Signatures After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: October 12, 2004 MARK T. BOYER /s/ Mark T. Boyer ________________________ Mark T. Boyer DATED: October 12, 2004 MITCHELL J. SOBOLESKI /s/ Mitchell J. Soboleski ________________________ Mitchell J. Soboleski DATED: October 12, 2004 ROI CAPITAL MANAGEMENT, INC. /s/ Mitchell J. Soboleski ________________________ By: Mitchell J. Soboleski Its: Secretary -----END PRIVACY-ENHANCED MESSAGE-----