SC 13D/A 1 sc13da207176002_04242008.htm sc13da207176002_04242008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

SED International Holdings, Inc.
(Name of Issuer)

Common Stock, $.01 Par Value
(Title of Class of Securities)

784109209
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 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 ¨.

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.


_______________
1              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. 784109209
 
1
NAME OF REPORTING PERSON
 
                       North & Webster, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
203,184*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
203,184*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
203,184*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
OO
*  Includes 31,488 Shares held in managed accounts over which North & Webster, LLC, has voting and dispositive power.

 
2

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       North & Webster Value Opportunities Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
165,497
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
165,497
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
165,497
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.6%
14
TYPE OF REPORTING PERSON
 
PN

3

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Samuel A. Kidston
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
203,184*
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
203,184*
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
203,184*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
14
TYPE OF REPORTING PERSON
 
IN
*  Includes 31,488 Shares held in managed accounts over which North & Webster, LLC, has voting and dispositive power.

 
4

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Hummingbird Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
281,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
281,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
281,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

5

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Paul D. Sonkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
281,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
281,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
281,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

6

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Hummingbird Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
281,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
281,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
281,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

7

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Hummingbird Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
26,250
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
26,250
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,250
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
PN

8

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Hummingbird Microcap Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,750
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,750
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,750
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
LESS THAN 1%
14
TYPE OF REPORTING PERSON
 
PN

9

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Tarsier Nanocap Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
251,200
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
251,200
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
251,200
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
PN

10

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Deep Woods Partners LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
57,910
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
57,910
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
57,910
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14
TYPE OF REPORTING PERSON
 
PN

11

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Deep Woods Partners QP, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
155,222
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
155,222
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
155,222
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.4%
14
TYPE OF REPORTING PERSON
 
PN

12

CUSIP NO. 784109209
 
1
NAME OF REPORTING PERSON
 
                       Todd Rosner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
               OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
213,132
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
213,132
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
213,132
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
IN

13

CUSIP NO. 784109209
 

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned.  This Amendment No. 2 amends the Schedule 13D as specifically set forth.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 26,250 Shares owned by HVF is approximately $25,447.  The aggregate purchase price of the 3,750 Shares owned by Microcap is approximately $3,802.  The aggregate purchase price of the 251,200 Shares owned by Tarsier is approximately $256,001.  The Shares owned by HVF, Microcap and Tarsier were acquired with working capital.
 
The aggregate purchase price of the 203,184 Shares beneficially owned by North & Webster is approximately $225,660. The aggregate purchase price of the 165,497 Shares owned by NW Fund is approximately $178,454.  The Shares beneficially owned by North & Webster and NW Fund were acquired with working capital.
 
The aggregate purchase price of the 57,910 Shares owned by Deep Woods is approximately $76,737.  The aggregate purchase price of the 155,222 Shares owned by Deep Woods QP is approximately $222,697.  The Shares owned by Deep Woods and Deep Woods QP were acquired with working capital.
 
Item 4 is hereby amended to add the following:
 
On April 24, 2008, NW Fund delivered a letter (the “April 24 Letter”) on behalf of the Reporting Persons to the members of the Issuer’s board of directors (the “Board”) noting the Reporting Persons' significant concerns regarding the Board’s failure to substantively respond to the March 14 Letter.  In particular, the April 24 Letter states the Reporting Persons' belief that the Board's failure to substantively respond to the Reporting Persons' concerns confirms the Reporting Persons' belief that the Board is unwilling to address the significant concerns of its shareholders and that the Board is in need of "new blood" to ensure that all actions taken by the Issuer are taken in the best interests of its shareholders.  The April 24 letter also notes that the Reporting Persons recently came into possession of information that indicates current members of the Board may have taken action in violation of their fiduciary duties.  In light of such information, the Reporting Persons have demanded the Board immediately create an internal audit committee comprised of independent directors to investigate any  such potential ethical violations.  A copy of the April 24 Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Items 5(a) and (b) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 4,608,856 Shares outstanding, as of February 1, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 13, 2008.
 
 
14

CUSIP NO. 784109209
 
As of the date hereof, HVF owns 26,250 Shares, constituting less than one percent of the Shares outstanding, Microcap owns 3,750 Shares, constituting less than one percent of the Shares outstanding, and Tarsier owns 251,200 Shares, constituting approximately 5.5% of the Shares outstanding.  As the investment manager of HVF, Microcap and Tarsier, Hummingbird may be deemed to beneficially own the 26,250 Shares, 3,750 Shares and 251,200 Shares owned by HVF, Microcap and Tarsier respectively, constituting approximately 6.1% of the Shares outstanding.  As the managing member of Hummingbird, Mr. Sonkin may be deemed to beneficially own the 26,250 Shares, 3,750 Shares and 251,200 Shares owned by HVF, Microcap and Tarsier respectively, constituting approximately 6.1% of the Shares outstanding.  Hummingbird has sole voting and dispositive power with respect to the Shares owned by HVF, Microcap and Tarsier.  Hummingbird and Mr. Sonkin disclaim beneficial ownership of such Shares, except to the extent of their pecuniary interest therein.
 
HC, as the general partner of each of HVF, Microcap and Tarsier, may be deemed to beneficially own the 26,250 Shares, 3,750 Shares and 251,200 Shares owned by HVF, Microcap and Tarsier respectively, constituting approximately 6.1% of the Shares outstanding.  As the managing member of HC, Mr. Sonkin may be deemed to beneficially own the 26,250 Shares, 3,750 Shares and 251,200 Shares owned by HVF, Microcap and Tarsier respectively, constituting approximately 6.1% of the Shares outstanding.  HC has sole voting and dispositive power with respect to the Shares owned by HVF, Microcap and Tarsier.  HC and Mr. Sonkin disclaim beneficial ownership of such Shares, except to the extent of its pecuniary interest therein.
 
As of the date hereof, NW Fund owns 165,497 Shares, constituting approximately 3.6% of the Shares outstanding.  As the general partner of NW Fund, North & Webster may be deemed to beneficially own the 165,497 Shares owned by NW Fund, in addition to 31,488 Shares held in managed accounts over which it has voting and dispositive power (the “Managed Accounts”) and 6,199 Shares it owns directly, constituting 4.4% of the Shares outstanding.  As the managing member of North & Webster, Mr. Kidston may be deemed to beneficially own the 203,184 Shares beneficially owned by North & Webster, constituting approximately 4.4% of the Shares outstanding.  Mr. Kidston has sole voting and dispositive power with respect to the Shares beneficially owned by North & Webster.  North & Webster disclaims beneficial ownership of the Shares held in the Managed Accounts and NW Fund, except to the extent of its pecuniary interest therein.  Mr. Kidston disclaims beneficial ownership of the Shares beneficially owned by North & Webster, except to the extent of his pecuniary interest therein.
 
As of the date hereof, Deep Woods owns 57,910 Shares, constituting approximately 1.3% of the Shares outstanding.  As the managing partner of Deep Woods, Mr. Rosner may be deemed to beneficially own the 57,910 Shares owned by Deep Woods, constituting approximately 1.3% of the Shares outstanding.  Mr. Rosner has sole voting and dispositive power with respect to the Shares owned by Deep Woods.   Mr. Rosner disclaims beneficial ownership of the Shares owned by Deep Woods, except to the extent of his pecuniary interest therein.
 
As of the date hereof, Deep Woods QP owns 155,222 Shares, constituting approximately 3.4% of the Shares outstanding.  As the managing partner of Deep Woods QP, Mr. Rosner may be deemed to beneficially own the 155,222 Shares owned by Deep Woods QP, constituting approximately 3.4% of the Shares outstanding.  Mr. Rosner has sole voting and dispositive power with respect to the Shares owned by Deep Woods QP.   Mr. Rosner disclaims beneficial ownership of the Shares owned by Deep Woods QP, except to the extent of his pecuniary interest therein.
 
 
15

CUSIP NO. 784109209
 
Item 5(c) is hereby amended to add the following:
 
(c)            Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.  All of such transactions were effected in the open market.
 
Item 7 is hereby amended to add the following exhibit:
 
 
Exhibit 99.1
Letter dated April 24, 2008 from North & Webster Value Opportunities Fund, LP, to the Board of Directors of SED International Holdings, Inc.
 
 
16

CUSIP NO. 784109209
 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  April 28, 2008
 

 
HUMMINGBIRD VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
HUMMINGBIRD MICROCAP VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
TARSIER NANOCAP VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
HUMMINGBIRD MANAGEMENT, LLC
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
/s/ Paul D. Sonkin
 
Paul D. Sonkin

 
17

CUSIP NO. 784109209
 
 
NORTH & WEBSTER VALUE OPPORTUNITIES FUND, LP
   
 
By:
North & Webster, LLC,
   
its General Partner
     
 
By:
/s/ Samuel A. Kidston
   
Name:
Samuel A. Kidston
   
Title:
Managing Member


 
NORTH & WEBSTER, LLC
   
 
By:
/s/ Samuel A. Kidston
   
Name:
Samuel A. Kidston
   
Title:
Managing Member


 
/s/ Samuel A. Kidston
 
Samuel A. Kidston


 
DEEP WOODS PARTNERS LP
   
 
By:
/s/ Todd Rosner
   
Name:
Todd Rosner
   
Title:
Managing Partner


 
DEEP WOODS PARTNERS QP, LP
   
 
By:
/s/ Todd Rosner
   
Name:
Todd Rosner
   
Title:
Managing Partner

 
/s/ Todd Rosner
 
Todd Rosner

 

 
18

CUSIP NO. 784109209
 
SCHEDULE A
 
Transactions in the Shares During Since the Filing of Amendment No. 1 to the Schedule 13D
 
Shares of Common
Stock Purchased
Price Per
Share($U.S.)
Date of
Purchase

HUMMINGBIRD MANAGEMENT, LLC
None

PAUL D. SONKIN
None

HUMMINGBIRD CAPITAL, LLC
None

HUMMINGBIRD VALUE FUND, L.P.
None

HUMMINGBIRD MICROCAP VALUE FUND, L.P.
None

TARSIER NANOCAP VALUE FUND, L.P.
None

NORTH & WEBSTER, LLC

2,000
 
1.4150
04/14/2008

NORTH & WEBSTER VALUE OPPORTUNITIES FUND, LP
None

SAMUEL A. KIDSTON
None

DEEP WOODS PARTNERS, LP

2,000
 
1.4464
03/19/2008


DEEP WOODS PARTNERS QP, LP

3,000
 
1.4464
03/19/2008
799
 
1.3538
04/22/2008

TODD ROSNER
None


19