<PAGE>
     As filed with the Securities and Exchange Commission on March 15, 2005

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        Source Interlink Companies, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   ----------

                 Delaware                               20-2428299
     (State of Other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                     27500 Riverview Center Blvd., Suite 400
                            Bonita Springs, FL 34134
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                   ----------

       THE 1999 EQUITY PARTICIPATION PLAN OF ALLIANCE ENTERTAINMENT CORP.

          THE 1999 EMPLOYEE EQUITY PARTICIPATION AND INCENTIVE PLAN OF
                          ALLIANCE ENTERTAINMENT CORP.

                AMENDED AND RESTATED DIGITAL ON-DEMAND, INC. 1998
                         EXECUTIVE STOCK INCENTIVE PLAN

 AMENDED AND RESTATED DIGITAL ON-DEMAND, INC. 1998 GENERAL STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                   ----------

                             Douglas J. Bates, Esq.
               Senior Vice President, General Counsel & Secretary
                        Source Interlink Companies, Inc.
                     27500 Riverview Center Blvd., Suite 400
                            Bonita Springs, FL 34134
                                 (239) 949-4450
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
====================================================================================================================================
                                                               Proposed Maximum      Proposed Maximum
   Title of Each Class of                                     Offering Price Per    Aggregate Offering
Securities to be Registered    Amount to be Registered (1)        Share (2)            Price (1)(2)       Amount of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                   <C>                   <C>
Common Stock,                       1,308,356 shares                $11.80              $15,438,601                 $1,817
 $0.01 par value per share
====================================================================================================================================
</Table>



<PAGE>



(1)      The number of shares to be registered represents the sum of (a) 820,394
         shares, which is the aggregate number of shares issuable upon the
         exercise of the options currently outstanding under the Plans (as
         defined below) multiplied by the Exchange Ratio (as defined below) and
         (b) 487,962 shares, which is the aggregate number of shares available
         for future issuance under the 1999 Equity Participation Plan of
         Alliance Entertainment Corp. and the 1999 Employee Equity Participation
         and Incentive Plan of Alliance Entertainment Corp. multiplied by the
         Exchange Ratio. In addition, pursuant to Rule 416 under the Securities
         Act of 1933, as amended (the "Securities Act"), this Registration
         Statement also covers an indeterminate number of additional shares that
         may be offered or issued pursuant to the Plans as a result of stock
         splits, stock dividends or similar transactions.

(2)      The registration fee has been calculated, and the offering price
         estimated, in accordance with Rules 457(c) and 457(h) under the
         Securities Act upon the basis of the average of the high and low prices
         of the shares of the Registrant's common stock as reported on the
         Nasdaq National Market on March 11, 2005 of $11.80 per share.


                -------------------------------------------------


                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 (this "Registration Statement")
is filed by Source Interlink Companies, Inc., a Delaware corporation (the
"Registrant"), in connection with the business combination of Alliance
Entertainment Corp., a Delaware corporation ("Alliance"), with and into a wholly
owned subsidiary of the Registrant, pursuant to the Agreement and Plan of Merger
dated as of November 18, 2004, by and among the Registrant, Alliance and
Alligator Acquisition, LLC, a wholly owned subsidiary of the Registrant (the
"Merger Agreement"). Pursuant to the Merger Agreement, the Registrant, among
other things, at the Effective Time (as defined in the Merger Agreement),
assumed (a) the 1999 Equity Participation Plan of Alliance Entertainment Corp.,
the 1999 Employee Equity Participation and Incentive Plan of Alliance
Entertainment Corp., the Amended and Restated Digital On-Demand, Inc. 1998
Executive Stock Incentive Plan and the Amended and Restated Digital On-Demand,
Inc. 1998 General Stock Incentive Plan (collectively, the "Plans") and (b) all
outstanding options to acquire the capital stock of Alliance. Each assumed
option to acquire Alliance capital stock outstanding immediately prior to the
Effective Time automatically became an option to acquire shares of the
Registrant's common stock. The number of shares of the Registrant's common stock
that may be acquired under such option will be equal to the product of the
number of Alliance shares that were directly or indirectly issuable upon the
exercise of such assumed option to acquire Alliance capital stock before the
Effective Time multiplied by 0.2582 (the "Exchange Ratio"). The exercise price
per share for such option to acquire the Registrant's common stock will be the
exercise price of the assumed option immediately prior to the Effective Time (as
defined in the Merger Agreement) divided by the Exchange Ratio, and will
otherwise remain subject to the same terms and conditions set forth in the
Plans.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information, Registrant information and employee plan annual
information) will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's annual report on Form 10-K for the fiscal
                  year ended January 31, 2004 (the "Annual Report");

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended April 30, 2004, July 31, 2004 and October 31,
                  2004;

         (c)      The Registrant's Current Reports on Form 8-K filed on March 3,
                  2004, April 16, 2004, May 21, 2004, June 10, 2004, September
                  2, 2004, September 13, 2004, September 16, 2004, November 18,
                  2004, November 24, 2004, December 10, 2004, and March 4, 2005
                  (as amended by the Registrant's Current Report on Form 8-K/A
                  filed on March 7, 2005);



<PAGE>


         (d)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above; and

         (e)      The descriptions of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8-A12B filed
                  with the Commission under Section 12 of the Exchange Act on
                  October 1, 1997 (with respect to the Registrant's common
                  stock), including any amendments or reports filed for the
                  purpose of updating such descriptions.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to officers,
directors and other corporate agents in terms sufficiently broad to permit such
indemnification under certain circumstances and subject to certain limitations.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as directors.

         In addition, as permitted by Section 145 of the Delaware General
Corporation Law, the bylaws of the Registrant provide that:

         o        The Registrant shall indemnify its directors and officers for
                  serving the Registrant in those capacities or for serving
                  other business enterprises at the Registrant's request, to the
                  fullest extent permitted by Delaware law, if such person acted
                  in good faith and in a manner such person reasonably believed
                  to be in or not opposed to the best interests of the
                  Registrant, and, with respect to any criminal proceeding, had
                  no reasonable cause to believe such person's conduct was
                  unlawful.

         o        The Registrant may, in its discretion, indemnify employees and
                  agents in those circumstances where indemnification is not
                  required by law.

         o        The Registrant is required to advance expenses, as incurred,
                  to its directors and officers in connection with defending a
                  proceeding, except that such director or officer shall
                  undertake to repay such advances if it is ultimately
                  determined that such person is not entitled to
                  indemnification.

         o        The Registrant will not be obligated pursuant to the bylaws to
                  indemnify a person with respect to proceedings initiated by
                  that person, except with respect to proceedings authorized by
                  the Registrant's board of directors or brought to enforce a
                  right to indemnification.

         o        The rights conferred in the bylaws are not exclusive, and the
                  Registrant is authorized to enter into indemnification
                  agreements with its directors, officers, employees and agents
                  and to obtain insurance to indemnify such persons.

         o        The Registrant may not retroactively amend the bylaw
                  provisions to reduce its indemnification obligations to
                  directors, officers, employees and agents.



<PAGE>


         The Registrant also maintains directors and officers insurance to
insure such persons against certain liabilities. These indemnification
provisions may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The attached Exhibit Index is incorporated herein by reference.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to the Registration
                  Statement:

                           (i) To include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                     arising after the effective date of the Registration
                     Statement (or most recent post-effective amendment thereof)
                     which, individually or in the aggregate, represent a
                     fundamental change in the information set forth in the
                     Registration Statement. Notwithstanding the foregoing, any
                     increase or decrease in volume of securities offered (if
                     the total dollar value of securities offered would not
                     exceed that which was registered) and any deviation from
                     the low or high end of the estimated maximum offering range
                     may be reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than a
                     20% change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective Registration Statement; and

                           (iii) To include any material information with
                     respect to the plan of distribution not previously
                     disclosed in the Registration Statement or any material
                     change to such information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under "Item 6 -
Indemnification of Directors and Officers", or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for



<PAGE>


indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


               --------------------------------------------------



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bonita Springs, State of Florida, on this 15th day of
March, 2005.


                                    SOURCE INTERLINK COMPANIES, INC.




                                    By: /s/ Marc Fierman
                                        ----------------------------------------
                                        Marc Fierman
                                        Executive Vice President and Chief
                                        Financial Officer


                                POWER OF ATTORNEY


         We, the undersigned officers and directors of Source Interlink
Companies, Inc., hereby severally constitute and appoint Marc Fierman and
Douglas J. Bates and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place, and stead, in any and all capacities, to sign Source Interlink
Companies, Inc.'s registration statement on Form S-8, and any other registration
statement relating to the same offering, and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as each of us might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or his or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed as of March 15, 2005 by the following persons in the
capacities indicated.


<Table>
<Caption>
Name and Signature                                                  Title
------------------                                                  -----
<S>                                         <C>
/s/ S. Leslie Flegel                        Chairman, Chief Executive Officer and Director
------------------------------------        (Principal Executive Officer)
S. Leslie Flegel

/s/ Marc Fierman                            Executive Vice President and Chief Financial Officer
------------------------------------        (Principal Financial and Accounting Officer)
Marc Fierman

/s/ James R. Gillis                         President, Chief Operating Officer and Director
------------------------------------
James R. Gillis

/s/ A. Clinton Allen                        Director
------------------------------------
A. Clinton Allen

/s/ Gray Davis                              Director
------------------------------------
Gray Davis

/s/ Michael R. Duckworth                    Director
------------------------------------
Michael R. Duckworth

/s/ Ariel Emanuel                           Director
------------------------------------
Ariel Emanuel
</Table>



<PAGE>


<Table>
<S>                                         <C>
/s/ David R. Jessick                        Director
------------------------------------
David R. Jessick

/s/ Aron S. Katzman                         Director
------------------------------------
Aron S. Katzman

/s/ Allan R. Lyons                          Director
------------------------------------
Allan R. Lyons

/s/ Gregory Mays                            Director
------------------------------------
Gregory Mays

/s/ George A. Schnug                        Director
------------------------------------
George A. Schnug
</Table>


                        --------------------------------



<PAGE>


                                  EXHIBIT INDEX


Exhibit                               Description
-------                               -----------

4.1      Certificate of Incorporation of Source Interlink Companies, Inc., a
         Delaware corporation (incorporated by reference to Exhibit 3.9 to the
         Registrant's Current Report on Form 8-K filed on March 4, 2005).

4.2      Amended and Restated Bylaws of Source Interlink Companies, Inc.
         (incorporated by reference to Exhibit 3.10 to the Registrant's Current
         Report on Form 8-K filed on March 4, 2005).

4.3      Form of Common Stock Certificate of Source Interlink Companies, Inc.
         (incorporated by reference to Exhibit 4.1 to the Registrant's Current
         Report on Form 8-K filed on March 4, 2005).

4.4      The 1999 Equity Participation Plan of Alliance Entertainment Corp.
         (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the
         Registrant's Registration Statement on Form S-4 filed on January 18,
         2005).

4.5      The 1999 Employee Equity Participation and Incentive Plan of Alliance
         Entertainment Corp. (incorporated by reference to Exhibit 10.3 to
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4
         filed on January 18, 2005).

4.6      Amended and Restated Digital On-Demand, Inc. 1998 Executive Stock
         Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment
         No. 1 to the Registrant's Registration Statement on Form S-4 filed on
         January 18, 2005).

4.7      Amended and Restated Digital On-Demand, Inc. 1998 General Stock
         Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment
         No. 1 to the Registrant's Registration Statement on Form S-4 filed on
         January 18, 2005).

5.1*     Opinion of Cohen & Grigsby, P.C. regarding legality of shares being
         registered.

23.1*    Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).

23.2*    Consent of BDO Seidman, LLP.

24*      Power of Attorney (See Signature Page hereto).

-------------------------

* Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "c93194sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24824}]
{"company-data": {"conformed-name": "SOURCE INTERLINK COMPANIES INC", "cik": "0000943605", "assigned-sic": "7331", "irs-number": "431710906", "state-of-incorporation": "MO", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123330", "film-number": "05681822"}, "business-address": {"street1": "27500 RIVERVIEW CENTER BLVD.", "street2": "SUITE 400", "city": "BONITA SPRINGS", "state": "FL", "zip": "34134", "phone": "(239) 949-4450"}, "mail-address": {"street1": "27500 RIVERVIEW CENTER BLVD.", "street2": "SUITE 400", "city": "BONITA SPRINGS", "state": "FL", "zip": "34134"}, "former-company": [{"former-conformed-name": "SOURCE INFORMATION MANAGEMENT CO", "date-changed": "19970801"}, {"former-conformed-name": "SOURCE CO", "date-changed": "19950614"}]}
As filed with the Securities and Exchange Commission on March 15, 2005

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                        Source Interlink Companies, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   ----------

                 Delaware                               20-2428299
     (State of Other Jurisdiction of                 (I.R.S. Employer
      Incorporation or Organization)                Identification No.)

                     27500 Riverview Center Blvd., Suite 400
                            Bonita Springs, FL 34134
   (Address, Including Zip Code, of Registrant's Principal Executive Offices)

                                   ----------

       THE 1999 EQUITY PARTICIPATION PLAN OF ALLIANCE ENTERTAINMENT CORP.

          THE 1999 EMPLOYEE EQUITY PARTICIPATION AND INCENTIVE PLAN OF
                          ALLIANCE ENTERTAINMENT CORP.

                AMENDED AND RESTATED DIGITAL ON-DEMAND, INC. 1998
                         EXECUTIVE STOCK INCENTIVE PLAN

 AMENDED AND RESTATED DIGITAL ON-DEMAND, INC. 1998 GENERAL STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                                   ----------

                             Douglas J. Bates, Esq.
               Senior Vice President, General Counsel & Secretary
                        Source Interlink Companies, Inc.
                     27500 Riverview Center Blvd., Suite 400
                            Bonita Springs, FL 34134
                                 (239) 949-4450
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               Proposed Maximum      Proposed Maximum
   Title of Each Class of                                     Offering Price Per    Aggregate Offering
Securities to be Registered    Amount to be Registered (1)        Share (2)            Price (1)(2)       Amount of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,                       1,308,356 shares                $11.80              $15,438,601                 $1,817
 $0.01 par value per share
====================================================================================================================================
(1)      The number of shares to be registered represents the sum of (a) 820,394
         shares, which is the aggregate number of shares issuable upon the
         exercise of the options currently outstanding under the Plans (as
         defined below) multiplied by the Exchange Ratio (as defined below) and
         (b) 487,962 shares, which is the aggregate number of shares available
         for future issuance under the 1999 Equity Participation Plan of
         Alliance Entertainment Corp. and the 1999 Employee Equity Participation
         and Incentive Plan of Alliance Entertainment Corp. multiplied by the
         Exchange Ratio. In addition, pursuant to Rule 416 under the Securities
         Act of 1933, as amended (the "Securities Act"), this Registration
         Statement also covers an indeterminate number of additional shares that
         may be offered or issued pursuant to the Plans as a result of stock
         splits, stock dividends or similar transactions.

(2)      The registration fee has been calculated, and the offering price
         estimated, in accordance with Rules 457(c) and 457(h) under the
         Securities Act upon the basis of the average of the high and low prices
         of the shares of the Registrant's common stock as reported on the
         Nasdaq National Market on March 11, 2005 of $11.80 per share.

                -------------------------------------------------

                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 (this "Registration Statement")
is filed by Source Interlink Companies, Inc., a Delaware corporation (the
"Registrant"), in connection with the business combination of Alliance
Entertainment Corp., a Delaware corporation ("Alliance"), with and into a wholly
owned subsidiary of the Registrant, pursuant to the Agreement and Plan of Merger
dated as of November 18, 2004, by and among the Registrant, Alliance and
Alligator Acquisition, LLC, a wholly owned subsidiary of the Registrant (the
"Merger Agreement"). Pursuant to the Merger Agreement, the Registrant, among
other things, at the Effective Time (as defined in the Merger Agreement),
assumed (a) the 1999 Equity Participation Plan of Alliance Entertainment Corp.,
the 1999 Employee Equity Participation and Incentive Plan of Alliance
Entertainment Corp., the Amended and Restated Digital On-Demand, Inc. 1998
Executive Stock Incentive Plan and the Amended and Restated Digital On-Demand,
Inc. 1998 General Stock Incentive Plan (collectively, the "Plans") and (b) all
outstanding options to acquire the capital stock of Alliance. Each assumed
option to acquire Alliance capital stock outstanding immediately prior to the
Effective Time automatically became an option to acquire shares of the
Registrant's common stock. The number of shares of the Registrant's common stock
that may be acquired under such option will be equal to the product of the
number of Alliance shares that were directly or indirectly issuable upon the
exercise of such assumed option to acquire Alliance capital stock before the
Effective Time multiplied by 0.2582 (the "Exchange Ratio"). The exercise price
per share for such option to acquire the Registrant's common stock will be the
exercise price of the assumed option immediately prior to the Effective Time (as
defined in the Merger Agreement) divided by the Exchange Ratio, and will
otherwise remain subject to the same terms and conditions set forth in the
Plans.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 (plan information, Registrant information and employee plan annual
information) will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (a)      The Registrant's annual report on Form 10-K for the fiscal
                  year ended January 31, 2004 (the "Annual Report");

         (b)      The Registrant's Quarterly Reports on Form 10-Q for the fiscal
                  quarters ended April 30, 2004, July 31, 2004 and October 31,
                  2004;

         (c)      The Registrant's Current Reports on Form 8-K filed on March 3,
                  2004, April 16, 2004, May 21, 2004, June 10, 2004, September
                  2, 2004, September 13, 2004, September 16, 2004, November 18,
                  2004, November 24, 2004, December 10, 2004, and March 4, 2005
                  (as amended by the Registrant's Current Report on Form 8-K/A
                  filed on March 7, 2005);
(d)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the Annual Report referred to in (a) above; and

         (e)      The descriptions of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8-A12B filed
                  with the Commission under Section 12 of the Exchange Act on
                  October 1, 1997 (with respect to the Registrant's common
                  stock), including any amendments or reports filed for the
                  purpose of updating such descriptions.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

         Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's board of directors to grant, indemnity to officers,
directors and other corporate agents in terms sufficiently broad to permit such
indemnification under certain circumstances and subject to certain limitations.
As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach of their
fiduciary duty as directors.

         In addition, as permitted by Section 145 of the Delaware General
Corporation Law, the bylaws of the Registrant provide that:

         o        The Registrant shall indemnify its directors and officers for
                  serving the Registrant in those capacities or for serving
                  other business enterprises at the Registrant's request, to the
                  fullest extent permitted by Delaware law, if such person acted
                  in good faith and in a manner such person reasonably believed
                  to be in or not opposed to the best interests of the
                  Registrant, and, with respect to any criminal proceeding, had
                  no reasonable cause to believe such person's conduct was
                  unlawful.

         o        The Registrant may, in its discretion, indemnify employees and
                  agents in those circumstances where indemnification is not
                  required by law.

         o        The Registrant is required to advance expenses, as incurred,
                  to its directors and officers in connection with defending a
                  proceeding, except that such director or officer shall
                  undertake to repay such advances if it is ultimately
                  determined that such person is not entitled to
                  indemnification.

         o        The Registrant will not be obligated pursuant to the bylaws to
                  indemnify a person with respect to proceedings initiated by
                  that person, except with respect to proceedings authorized by
                  the Registrant's board of directors or brought to enforce a
                  right to indemnification.

         o        The rights conferred in the bylaws are not exclusive, and the
                  Registrant is authorized to enter into indemnification
                  agreements with its directors, officers, employees and agents
                  and to obtain insurance to indemnify such persons.

         o        The Registrant may not retroactively amend the bylaw
                  provisions to reduce its indemnification obligations to
                  directors, officers, employees and agents.
The Registrant also maintains directors and officers insurance to
insure such persons against certain liabilities. These indemnification
provisions may be sufficiently broad to permit indemnification of the
Registrant's officers and directors for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.

Item 7.  Exemption From Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         The attached Exhibit Index is incorporated herein by reference.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to the Registration
                  Statement:

                           (i) To include any prospectus required by Section
                     10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                     arising after the effective date of the Registration
                     Statement (or most recent post-effective amendment thereof)
                     which, individually or in the aggregate, represent a
                     fundamental change in the information set forth in the
                     Registration Statement. Notwithstanding the foregoing, any
                     increase or decrease in volume of securities offered (if
                     the total dollar value of securities offered would not
                     exceed that which was registered) and any deviation from
                     the low or high end of the estimated maximum offering range
                     may be reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than a
                     20% change in the maximum aggregate offering price set
                     forth in the "Calculation of Registration Fee" table in the
                     effective Registration Statement; and

                           (iii) To include any material information with
                     respect to the plan of distribution not previously
                     disclosed in the Registration Statement or any material
                     change to such information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new Registration Statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under "Item 6 -
Indemnification of Directors and Officers", or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

               --------------------------------------------------
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bonita Springs, State of Florida, on this 15th day of
March, 2005.

                                    SOURCE INTERLINK COMPANIES, INC.

                                    By: /s/ Marc Fierman
                                        ----------------------------------------
                                        Marc Fierman
                                        Executive Vice President and Chief
                                        Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Source Interlink
Companies, Inc., hereby severally constitute and appoint Marc Fierman and
Douglas J. Bates and each of them, our true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for each of us in
our name, place, and stead, in any and all capacities, to sign Source Interlink
Companies, Inc.'s registration statement on Form S-8, and any other registration
statement relating to the same offering, and any and all amendments thereto
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grant to such attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as each of us might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or his or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed as of March 15, 2005 by the following persons in the
capacities indicated.
Name and Signature                                                  Title
------------------                                                  -----
/s/ S. Leslie Flegel                        Chairman, Chief Executive Officer and Director
------------------------------------        (Principal Executive Officer)
S. Leslie Flegel

/s/ Marc Fierman                            Executive Vice President and Chief Financial Officer
------------------------------------        (Principal Financial and Accounting Officer)
Marc Fierman

/s/ James R. Gillis                         President, Chief Operating Officer and Director
------------------------------------
James R. Gillis

/s/ A. Clinton Allen                        Director
------------------------------------
A. Clinton Allen

/s/ Gray Davis                              Director
------------------------------------
Gray Davis

/s/ Michael R. Duckworth                    Director
------------------------------------
Michael R. Duckworth

/s/ Ariel Emanuel                           Director
------------------------------------
Ariel Emanuel
/s/ David R. Jessick                        Director
------------------------------------
David R. Jessick

/s/ Aron S. Katzman                         Director
------------------------------------
Aron S. Katzman

/s/ Allan R. Lyons                          Director
------------------------------------
Allan R. Lyons

/s/ Gregory Mays                            Director
------------------------------------
Gregory Mays

/s/ George A. Schnug                        Director
------------------------------------
George A. Schnug
--------------------------------
EXHIBIT INDEX

Exhibit                               Description
-------                               -----------

4.1      Certificate of Incorporation of Source Interlink Companies, Inc., a
         Delaware corporation (incorporated by reference to Exhibit 3.9 to the
         Registrant's Current Report on Form 8-K filed on March 4, 2005).

4.2      Amended and Restated Bylaws of Source Interlink Companies, Inc.
         (incorporated by reference to Exhibit 3.10 to the Registrant's Current
         Report on Form 8-K filed on March 4, 2005).

4.3      Form of Common Stock Certificate of Source Interlink Companies, Inc.
         (incorporated by reference to Exhibit 4.1 to the Registrant's Current
         Report on Form 8-K filed on March 4, 2005).

4.4      The 1999 Equity Participation Plan of Alliance Entertainment Corp.
         (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the
         Registrant's Registration Statement on Form S-4 filed on January 18,
         2005).

4.5      The 1999 Employee Equity Participation and Incentive Plan of Alliance
         Entertainment Corp. (incorporated by reference to Exhibit 10.3 to
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4
         filed on January 18, 2005).

4.6      Amended and Restated Digital On-Demand, Inc. 1998 Executive Stock
         Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment
         No. 1 to the Registrant's Registration Statement on Form S-4 filed on
         January 18, 2005).

4.7      Amended and Restated Digital On-Demand, Inc. 1998 General Stock
         Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment
         No. 1 to the Registrant's Registration Statement on Form S-4 filed on
         January 18, 2005).

5.1*     Opinion of Cohen & Grigsby, P.C. regarding legality of shares being
         registered.

23.1*    Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1).

23.2*    Consent of BDO Seidman, LLP.

24*      Power of Attorney (See Signature Page hereto).

-------------------------

* Filed herewith.