SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 8)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

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.

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* 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). 

This Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 8”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2012, as amended (the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of SED International Holdings, Inc., a Georgia corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 8 and prior amendments, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

The source of funds for the acquisition of the Common Stock reported in the tables set forth on the cover page to this Amendment No. 8 for an aggregate purchase price of $3,516,902.22, including brokerage commissions, was working capital of Gad Partners Fund LP and Paragon Technologies, Inc.

Item 4. Purpose of Transaction.

Pursuant to requirements contained in the Company’s articles of incorporation and by-laws, Paragon has submitted notice of its intent to nominate five director candidates at the Company’s 2013 annual meeting of shareholders, Hesham M. Gad, Dennis L. Chandler, Jack H. Jacobs, Klaus-Dieter Wurm and Samuel S. Weiser. This preserves Paragon’s right to nominate these five individuals at the Company’s 2013 annual meeting. Each of Messrs. Chandler, Gad, Jacobs, Weiser and Wurm have provided consents to Paragon to be nominated as a director of the Company, to being named as a director nominee in any proxy and/or consent solicitation materials of Paragon, and to serve on the board of the Company if elected or appointed. As of the date of this Amendment No. 8, Mr. Jacobs beneficially owns 35,737 shares of the Common Stock of the Company, and Mr. Chandler beneficially owns 20,000 shares of the Common Stock of the Company.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 1,639,744 shares of Common Stock, which represents approximately 31.74% of the Company’s outstanding shares of Common Stock. Each of Gad Partners Fund LP and Paragon Technologies, Inc. beneficially owns the number and percentage of shares of Common Stock disclosed as beneficially owned by them in the applicable tables set forth on the cover page to this Amendment No. 8.

Each percentage ownership of shares of Common Stock set forth in this Amendment No. 8 is based on the 5,165,500 shares of Common Stock reported by the Company as outstanding as of May 1, 2013 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended March 31, 2013.

(c) Each of the transactions effected by the Reporting Persons in the Common Stock through the open market from August 8, 2013 through September 6, 2013 is set forth on Schedule A.

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 8 is true, complete and correct.

Schedule A

Transactions in Common Stock of the Company

from 08/08/13 through 09/06/13:

Gad Partners Fund LP

Paragon Technologies, Inc.