UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Mark One) [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2005 [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to _________ COMMISSION FILE NUMBER 1-13437 ------------- SOURCE INTERLINK COMPANIES, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 20-2428299 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 27500 RIVERVIEW CENTER BLVD., SUITE 400 BONITA SPRINGS, FLORIDA 34134 ---------------------------------------- ------------- (Address of Principal Executive Offices) (Zip Code) (239) 949-4450 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding on June 6, 2005 ----- --------------------------- Common Stock, $.01 Par Value 51,017,562 1 EXPLANATORY NOTE This report has been amended for the sole purpose of reporting certain information concerning matters submitted to the vote of our shareholder on February 28, 2005 that was inadvertently omitted from our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on June 9, 2005. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Special Meeting of the Shareholders of the Company was held on February 28, 2005. Of the 23,724,940 shares entitled to vote at such meeting, 22,769,339 shares were present at the meeting in person or by proxy. (c) At the Special Meeting, four proposals were submitted for consideration by our shareholders. A brief description of each matter voted upon at the meeting, together with a tabulation of the voting results is present below: <Table> <Caption> NO. OF SHARES NO. OF SHARES NO. OF SHARES VOTED FOR VOTED AGAINST ABSTAIN PROPOSAL ONE: A proposal to approve the issuance of our common stock 18,823,929 111,558 96,111 to Alliance stockholders in connection with the merger of Alliance Entertainment Corp. with and into Alligator Acquisition, LLC., pursuant to an Agreement and Plan of Merger dated as of November 18, 2004 PROPOSAL TWO: A proposal to amend our articles of incorporation to 19,950,278 2,726,250 92,811 effect an increase in the number of authorized shares of common stock from 40,000,000 to 100,000,000 PROPOSAL THREE: A proposal to effect our reincorporation from a 17,843,956 1,096,581 91,061 Missouri corporation to a Delaware corporation PROPOSAL FOUR: A proposal to grant discretionary authority to our 19,065,529 3,656,024 47,786 board to adjourn or postpone the special meeting to a later date, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals </Table> SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: September 09, 2005 SOURCE INTERLINK COMPANIES, INC. /s/ Marc Fierman ------------------------------------- Marc Fierman Chief Financial Officer 2