-----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, IUyRiOjODzmzIb0PIp4mKTMsOPWleBn4MfzI72xMsw66rKGmNedv/sXuiyRPpVSH 2fqQAjXIYS2feaOr7WlQyQ== 0001104659-08-043013.txt : 20080630 0001104659-08-043013.hdr.sgml : 20080630 20080630130101 ACCESSION NUMBER: 0001104659-08-043013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 GROUP MEMBERS: RAYMOND A. MIRRA, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLION HEALTHCARE INC CENTRAL INDEX KEY: 0000847935 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 112962027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40804 FILM NUMBER: 08924822 BUSINESS ADDRESS: STREET 1: 1660 WALT WHITMAN ROAD SUITE 105 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-870-5100 MAIL ADDRESS: STREET 1: 1660 WALT WHITMAN ROAD SUITE 105 CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: CARE GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Parallex LLC CENTRAL INDEX KEY: 0001431162 IRS NUMBER: 262058557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1974 SPROUL ROAD, SUITE 204 CITY: BROOMALL STATE: PA ZIP: 19008 BUSINESS PHONE: 610-356-1123 MAIL ADDRESS: STREET 1: 1974 SPROUL ROAD, SUITE 204 CITY: BROOMALL STATE: PA ZIP: 19008 SC 13D/A 1 a08-17629_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Allion Healthcare, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

019615103

(CUSIP Number)

 

Parallex LLC

27181 Barefoot Boulevard

Millsboro, DE  19966

Attention:  Raymond A. Mirra, Manager

(610) 356-1123

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

 

June 24, 2008

(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. o

 

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

 


 

CUSIP No.   019615103

 

 

1.

Names of Reporting Persons

Parallex LLC

26-2058557

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
SC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
6,170,999

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,170,999

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,170,999 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
24.1%

 

 

14.

Type of Reporting Person (See Instructions)
00

 

2


 

CUSIP No.   019615103

 

 

1.

Names of Reporting Persons

Raymond A. Mirra, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
SC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
PA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
6,170,999

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,170,999

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,170,999 (See Item 5)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x

 

 

13.

Percent of Class Represented by Amount in Row (11)
24.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

3


 

 

This Amendment No. 1 (this “Amendment”) amends and supplement the Schedule 13D (the “Original Filing”) filed with the Securities and Exchange Commission on April 14, 2008 by Parallex LLC relating to the common stock, $0.001 par value per share (the “Common Stock”), of Allion Healthcare, Inc., a Delaware corporation (the “Company”).  Except as expressly restated below, the Original Filing remains in full force and effect.

 

Item 5.

Interest in Securities of the Issuer

 

This Amendment amends and restates Items 5(a) and (c) of the Original Filing in their entirety as set forth below. 

 

(a)  This filing relates to 6,170,999 shares of Common Stock of the Company held by Parallex LLC representing 24.1% of the issued and outstanding shares of Common Stock.  As sole voting equity holder and as sole manager of Parallex LLC, Raymond A. Mirra, Jr., may be deemed the beneficial holder of the 6,170,999 shares of Common Stock held by Parallex LLC.  Shauna Mirra, as Custodian for Devinne Peterson, a minor, holds 11,686 shares of Common Stock of the Company.  Shauna Mirra is the spouse of Raymond A. Mirra, Jr.  Neither Parallex LLC nor Mr. Mirra have the power to vote or dispose of such shares and each disclaims beneficial ownership of such shares.

 

(c)  See Item 3.  On June 24, 2008, the stockholders of the Company approved the conversion of the Company’s Series  A-1 Convertible Preferred Stock into Common Stock.  As a result, 4,042,810 shares of the Company’s Series A-1 Convertible Preferred Stock held by Parallex LLC converted into 4,042,810 shares of Common Stock on June 24, 2008, resulting in Parallex LLC holding 6,170,999 shares of Common Stock.

 

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.

 

 

June 27, 2008

 

 

(Date)

 

 

 

PARALLEX LLC

 

 

 

By:

/s/ Raymond A. Mirra, Jr.

 

 

(Signature)

 

 

 

 

Raymond A. Mirra, Jr., Manager

 

(Name and Title)

 

 

 

 

 

June 27, 2008

 

 

(Date)

 

 

 

/s/ Raymond A. Mirra, Jr.

 

Signature

 

 

 

Raymond A. Mirra, Jr.

 

(Name and Title)

 

5

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