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