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As filed with the Securities and Exchange Commission on September 6, 1995
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHA MICROSYSTEMS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 95-3108178
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2722 SOUTH FAIRVIEW STREET, SANTA ANA, CALIFORNIA 92704
(Address of principal executive offices) (Zip Code)
ALPHA MICROSYSTEMS
1993 EMPLOYEE STOCK OPTION PLAN
AND
1993 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
(714) 957-8500
(Telephone Number, Including Area Code, of Agent for Service)
DOUGLAS J. TULLIO, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALPHA MICROSYSTEMS
2722 SOUTH FAIRVIEW STREET
SANTA ANA, CALIFORNIA 92704
(Name and Address of Agent For Service)
Copy to :
DEBRA DISON HALL, ESQ.
ALLEN, MATKINS, LECK, GAMBLE & MALLORY
515 SOUTH FIGUEROA STREET, 7TH FLOOR
LOS ANGELES, CALIFORNIA 90071-3398
(213) 622-5555
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Proposed Maximum Proposed Maximum Amount of Registration
Registered Amount to be Registered Offering Price Per Share* Aggregate Offering Price Fee
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Common Stock 650,000 Shares $1.00 $650,000 $224.14
(No par value)
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* Based on the market price of Common Stock on August 31, 1995 in accordance
with Rule 457(c) promulgated under the Securities Act of 1933, as amended.
The Exhibit Index to this Registration Statement is located on pages 7 and 8 of
this filing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Alpha
Microsystems, a California corporation (the "Corporation"), with the Securities
and Exchange Commission ("Commission") are incorporated herein by this reference
and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended February
26, 1995.
2. Quarterly Report on Form 10-Q for the quarterly period ended
May 28, 1995.
3. Description of the Corporation's Common Stock, contained in
its Registration Statement on Form 8-A, dated June 24, 1982 filed under Section
12(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 or 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock of
the Corporation subject to issuance pursuant to the Corporation's 1993 Employee
Stock Option Plan and 1993 Directors' Stock Option Plan have been passed upon by
Allen, Matkins, Leck, Gamble & Mallory, 515 S. Figueroa Street, Seventh Floor,
Los Angeles, California 90071.
Marvin E. Garrett, a partner in the law firm of Allen, Matkins,
Leck, Gamble & Mallory, beneficially owns 53,800 shares of the Corporation's
Common Stock.
Brian C. Leck, a partner in the law firm of Allen, Matkins,
Leck, Gamble & Mallory, beneficially owns 1,000 shares of the Corporation's
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the General Corporation Law of the State of
California authorizes indemnification of directors, officers, employees and
other agents of California corporations. Pursuant to the Corporation's Articles
of Incorporation, Bylaws and indemnification agreements
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with various officers and directors, under certain circumstances, the
Corporation (i) will indemnify directors and officers (the "Indemnitees") to the
full extent authorized by the General Corporation Law of the State of
California, (ii) will advance expenses to the Indemnitees for defending certain
proceedings, and (iii) is authorized to maintain certain policies of insurance
to protect itself and any of its directors, officers or employees. The
Corporation currently maintains policies of insurance under which the directors
and officers of the Corporation are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended ( the "Securities Act"), may be permitted of directors, officers or
persons controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by this reference.
ITEM 9. UNDERTAKINGS
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
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 the 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; 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 Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Corporation pursuant to Section 13
or Section 15(d)
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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.
(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 Corporation hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Corporation's annual report pursuant to Section 13(a) or 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) The Corporation hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act, and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth
in the prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Corporation pursuant to the foregoing
provisions, or otherwise, the Corporation has been advised that in the
opinion of the Securities and Exchange 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 Corporation of
expenses incurred or paid by a director, officer or controlling person
of the Corporation 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 Corporation
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Corporation 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 Santa Ana, State of California, on this 5th day
of September, 1995.
ALPHA MICROSYSTEMS, a California
corporation
By: /s/DOUGLAS J. TULLIO
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Douglas J. Tullio, President and
Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and
appoints Clark E. Reynolds, Douglas J. Tullio and Michael J. Lowell, and each of
them, such person's true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for such person and in such person's name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and all documents in connection
therewith, with the Commission, granting unto said 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 in and about the premises, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/CLARK E. REYNOLDS Chairman of the Board September 5, 1995
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Clark E. Reynolds
/s/DOUGLAS J. TULLIO President, Chief Executive Officer September 5, 1995
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Douglas J. Tullio
/s/JOHN F. GLADE Vice President, Engineering and September 5, 1995
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John F. Glade
/s/MICHAEL J. LOWELL Chief Financial Officer September 5, 1995
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Michael J. Lowell
/s/ROCKELL N. HANKIN Director September 5, 1995
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Rockell N. Hankin
/s/HARRY L. HATHAWAY Director September 5, 1995
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Harry L. Hathaway
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED PAGE
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4.1 Amended Articles of Incorporation of Registrant dated as of
September 28, 1984 (incorporated herein by reference to
Exhibit 4.0 to the Quarterly Report on Form 10-Q of
Registrant for the Quarter Ended August 26, 1984)
4.2 Amendment and Restatement to Article IV of the Articles of
Incorporation of Registrant dated June 24, 1992
(incorporated herein by reference to Exhibit 10.71 to the
Quarterly Report on Form 10-Q of Registrant for the Quarter
Ended May 31, 1992)
4.3 Amended and Restated Bylaws, as amended, of Registrant
(incorporated herein by reference to Exhibit 3.2 to the
Annual Report on Form 10-K of Registrant for the Year Ended
February 28, 1988)
4.4 Amendment to Article III, Section 2 of the Amended and
Restated Bylaws of Registrant dated August 18, 1989
(incorporated herein by reference to Exhibit 3.3 to the
Quarterly Report on Form 10-Q of Registrant for the Quarter
Ended August 27, 1989)
4.5 Amendment to Article II of the Amended and Restated Bylaws
of Registrant dated August 21, 1991 (incorporated herein by
reference to Exhibit 3.7 to the Quarterly Report on Form
10-Q of Registrant for the Quarter Ended August 25, 1991)
4.6 Registration Rights Agreement between Registrant and CAIR
Systems Corporation dated May 1, 1991 (incorporated herein
by reference to Exhibit 4.1 to the Annual Report on Form
10-K of Registrant for the Year Ended February 23, 1992)
5 Opinion of Allen, Matkins, Leck, Gamble & Mallory 9
10 Alpha Microsystems 1993 Employee Stock Option Plan 11
10.1 Alpha Microsystems 1993 Directors' Stock Option Plan 23
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SEQUENTIALLY
EXHIBIT NUMBER DESCRIPTION NUMBERED PAGE
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21 Subsidiaries of Registrant (incorporated herein by reference
to Exhibit 21 to the Annual Report on Form 10-K of
Registrant for the Year Ended February 26, 1995)
23 Consent of Allen, Matkins, Leck, Gamble & Mallory (included 9
as part of Exhibit 5 hereto)
23.1 Consent of Ernst & Young LLP 32
24 Power of Attorney (included at page 5 of the Registration
Statement) 5
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