1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended NOVEMBER 23,1997
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or
[ ] 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 0-10558
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ALPHA MICROSYSTEMS
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3108178
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2722 S. FAIRVIEW STREET, SANTA ANA, CA 92704
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(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 957-8500
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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
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As of December 30, 1997, there were 10,887,198 shares of the registrant's Common
Stock outstanding.
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ALPHA MICROSYSTEMS
TABLE OF CONTENTS
Page
PART I-- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) at November 23, 1997 and
February 23, 1997 3
Condensed Consolidated Statements of
Operations (Unaudited) for the Three
and Nine Months Ended November 23, 1997 and
November 24, 1996 4
Condensed Consolidated Statements of Cash Flows
(Unaudited) for the Nine Months Ended November 23,
1997 and November 24, 1996 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II-- OTHER INFORMATION
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT INDEX 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
November 23, February 23,
1997 1997
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,337 $ 1,768
Short-term investments in U.S. treasury bills 3,830 6,812
Accounts receivable, net of allowance for
doubtful accounts of $154 and $139 at
November 1997 and February 1997,
respectively 3,682 3,028
Inventories 411 305
Notes receivable 122 232
Prepaid expenses and other current assets 191 233
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Total current assets 9,573 12,378
Property and equipment, net of accumulated
depreciation of $9,157 and $13,101 at
November 1997 and February 1997, respectively 2,533 2,932
Service contracts, net 539 364
Software costs, net 1,255 815
Notes receivable 565 598
Other assets, net 109 108
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$14,574 $17,195
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,124 $ 1,201
Deferred revenue 1,665 1,686
Accrued compensation 177 345
Other current liabilities 546 416
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Total current liabilities 3,512 3,648
Other long-term liabilities 119 34
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 5,000,000
shares authorized; none issued -- --
Common stock, no par value; 20,000,000 shares
authorized; 10,887,198 and 10,821,897 shares
issued and outstanding at November 23, 1997
and February 23, 1997, respectively 30,972 30,919
Accumulated deficit (20,087) (17,464)
Unamortized restricted stock plan expense -- (13)
Foreign currency translation adjustment 58 71
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Total shareholders' equity 10,943 13,513
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$14,574 $17,195
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See accompanying notes.
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ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Nine Months Ended
------------------------------- ----------------------------------
November 23, November 24, November 23, November 24,
1997 1996 1997 1996
------------ ------------ ----------- ------------
Net sales:
Product $ 1,737 $ 2,007 $ 4,508 $ 6,940
Service 3,381 3,434 9,760 11,725
------- ------- ------- -------
Total net sales 5,118 5,441 14,268 18,665
------- ------- ------- -------
Cost of sales:
Product 1,091 1,110 2,943 3,716
Service 2,526 2,583 7,154 8,494
------- ------- ------- -------
Total cost of sales 3,617 3,693 10,097 12,210
------- ------- ------- -------
Gross margin 1,501 1,748 4,171 6,455
Selling, general and administrative expense 1,897 2,385 5,895 7,191
Engineering, research and development
expense 357 443 1,101 1,511
------- ------- ------- -------
Total operating expenses 2,254 2,828 6,996 8,702
------- ------- ------- -------
Loss from operations (753) (1,080) (2,825) (2,247)
Interest income (61) (95) (241) (163)
Interest expense 1 3 6 29
Other (income) expense, net 13 (123) 25 (230)
Foreign exchange (gain) loss (19) 2 (2) (24)
------- ------- ------- -------
Total other income (66) (213) (212) (388)
------- ------- ------- -------
Loss before taxes (687) (867) (2,613) (1,859)
Provision for income taxes 1 23 10 28
------- ------- ------- -------
Net loss $ (688) $ (890) $(2,623) $(1,887)
======= ======= ======= =======
Net loss per share $ (0.06) $ (0.08) $ (0.24) $ (0.19)
======= ======= ======= =======
Number of shares used in the
computation of per share amounts 10,887 10,804 10,848 9,929
======= ======= ======= =======
See accompanying notes.
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ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
Nine Months Ended
---------------------------------
November 23, November 24,
1997 1996
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Cash flows from operating activities:
Net loss $ (2,623) $ (1,887)
Adjustments to reconcile net loss to net cash
used in operating activities:
Loss on sale of fixed assets -- 1
Depreciation and amortization 1,238 1,689
Provision for losses on accounts receivable 35 62
Provision for slow-moving inventory 55 (44)
Restricted stock plan expense amortization 13 --
Other changes in operating assets and liabilities:
Accounts receivable (733) 182
Inventories (150) (147)
Notes receivable 110 --
Prepaid expenses and current assets 35 (367)
Accrued compensation (168) (240)
Accounts payable and accrued liabilities (12) 124
Deferred revenue (62) (515)
Other, net (6) (375)
-------- --------
Net cash used in operating activities (2,268) (1,517)
-------- --------
Cash flows from investing activities:
Purchase of short-term investments (7,405) (6,886)
Proceeds from sale of short-term investments 10,387 --
Proceeds from sale of fixed assets -- 10
Acquisition of service assets (70) --
Purchases of equipment (488) (382)
Capitalization of software costs (586) (379)
Purchases of intangible assets (65) --
Sale of subsidiary -- 1,489
Other, net 25 --
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Net cash provided by (used in) investing activities 1,798 (6,148)
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Cash flows from financing activities:
Issuance of stock 20 9,486
Stock options exercised 33 90
Principal debt repayments (10) (608)
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Net cash provided by financing activities 43 8,968
-------- --------
Effect of exchange rate changes on cash (4) (6)
-------- --------
Increase (decrease) in cash and cash equivalents (431) 1,297
Cash and cash equivalents at beginning of period 1,768 505
-------- --------
Cash and cash equivalents at end of period $ 1,337 $ 1,802
======== ========
See accompanying notes.
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ALPHA MICROSYSTEMS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking
statements (as such term is defined in the private Securities Litigation Reform
Act of 1995) and information relating to Alpha Microsystems (the "Company" or
"Alpha Micro") that are based on the beliefs of the management of the Company as
well as assumptions made by and information currently available to the
management of Alpha Micro. When used in this Report, the words "estimate,"
"project," "believe," "anticipate," "intend," "expect" and similar expressions
are intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events and are subject to
risks and uncertainties that could cause actual results to differ materially
from those contemplated in such forward looking statements, including (i)
projected revenues increases have been based on historical results that are not
necessarily indicative of the results expected in future periods, (ii) the
Company's ability to successfully complete and integrate acquisitions within the
services industry, (iii) the ability of the Company to successfully market its
services to its target markets, and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. The Company does not undertake any obligation to
release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
1. INTERIM ACCOUNTING POLICY
In the opinion of management of Alpha Microsystems (the "Company" or
"Alpha Micro"), the accompanying unaudited condensed consolidated financial
statements contain all adjustments necessary (consisting only of normal
recurring adjustments) to fairly present the consolidated financial position of
the Company at November 23, 1997, the consolidated results of its operations for
the three and nine month periods ended November 23, 1997 and November 24, 1996
and its cash flows for the nine month periods ended November 23, 1997 and
November 24, 1996. These condensed consolidated financial statements do not
include all disclosures normally presented annually under generally accepted
accounting principles and, therefore, they should be read in conjunction with
the Company's annual report on Form 10-K for the year ended February 23, 1997.
Certain amounts have been reclassified in prior periods to conform to
the current period presentation.
The results of operations for the nine month period ended November 23,
1997 are not necessarily indicative of the results to be expected for the full
fiscal year.
REVENUE RECOGNITION
The Company recognizes revenue on its hardware and software sales on
shipment, and recognizes revenue on its service sales and post contract customer
support on a straight-line basis over the contract period. When significant
obligations remain after a software product has been delivered, revenue is not
recognized until obligations have been completed or are no longer significant.
The costs of any insignificant obligations are accrued when the related revenue
is recognized. Revenue is recognized only when collection of the resulting
receivable is probable.
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PER SHARE INFORMATION
Per share information is based upon the weighted average common shares
outstanding during the three and nine month periods ended November 23, 1997 and
November 24, 1996. Common stock equivalents were anti-dilutive in all periods
presented.
2. INVENTORIES
Inventories are valued at the lower of cost or market. Cost is
determined on the first-in, first-out method. Inventories, net of reserves for
excess and obsolete inventories of $65,000 and $41,000 at November 23, 1997, and
February 23, 1997, respectively, comprise the following:
(In thousands)
NOVEMBER 23, 1997 FEBRUARY 23, 1997
----------------- -----------------
Raw materials $357 $263
Work in process 17 9
Finished goods 37 33
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$411 $305
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3. CONTINGENCIES
LITIGATION
The Company's current involvement with litigation is as follows:
Carlos Garralda and Andre Warnier, employees of the Company's former
subsidiary, Alpha Microsystems Belgium, S.A. ("AMB"), filed an action in
November 1995 against AMB and the Company in Orange County Superior Court
alleging that AMB is in breach of its obligations under Belgium employment law
to pay salaries for a notice period of up to two years following termination of
employment. The Plaintiffs allege, among other things, that the Company has
alter ego liability for these obligations. The plaintiffs are claiming
compensatory damages in excess of $780,000 and unspecified punitive damages. In
September 1995, the plaintiffs instituted virtually identical litigation against
AMB in Belgium. A settlement of the case between AMB and Andre Warnier in the
Belgium action was effected on October 18, 1996. Five hundred thousand dollars
($500,000) of the compensatory damages in the Orange County lawsuit are related
to the claims by Mr. Warnier. As a result of this settlement, the Company and
Mr. Warnier have a tentative agreement to mutually release each other in the
Orange County litigation with a dismissal with prejudice to be filed by Mr.
Warnier upon execution of the Agreement, without payment by Alpha Microsystems.
The Court has removed its temporary stay of this lawsuit in its entirety and set
March 10, 1998 for trial. The parties are negotiating a tolling agreement to
avoid the scheduled trial date. Although no assurances as to the outcome of the
litigation can be given, management believes that its defenses to the litigation
are meritorious.
In December 1995, Phoenix Marketing, Inc. d.b.a. Electronic Business
Systems, Inc., in response to the Company's collection efforts for a past due
account, filed an amended cross-complaint alleging damages of $3,200,000 for
defective merchandise, loss of business reputation and loss of future business.
The Iowa court has referred this case to arbitration, which arbitration has been
delayed due to the filing for relief under the Bankruptcy Code by Phoenix
Marketing. Although no assurances as to the outcome of the litigation can be
given, management believes that the plaintiff's claims are without merit.
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The Company is currently involved in certain other claims and
litigation. The Company does not consider any of these other claims or
litigation to be material. Management has made provisions in the Company's
financial statements for the settlement of lawsuits for which unfavorable
outcomes are both probable and estimable. In the opinion of management, results
of known existing claims and litigation will not have a material adverse effect
on the Company's consolidated financial position, results of operations or cash
flows.
4. STATEMENTS OF FINANCIAL STANDARDS NOT YET ADOPTED
In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share." SFAS No. 128 requires companies to adopt its provisions for fiscal
years beginning after December 15, 1997 and requires restatement of all prior
period earnings per share ("EPS") data presented. Earlier application is not
permitted. SFAS No. 128 specifies the computation, presentation and disclosure
requirements for EPS. The implementation of SFAS No. 128 is not expected to have
a material effect on the EPS data presented by the Company.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income". SFAS No. 130, which is effective for fiscal years beginning after
December 15, 1997 and requires restatement of earlier periods presented,
establishes standards for the reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.
Comprehensive income is defined as the change in equity of a business enterprise
during a period from transactions and other events and circumstances from non
owner sources. The implementation of SFAS No. 130 is not expected to have a
material effect on the Company's results of operations.
In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information". SFAS No. 131, which is effective for
fiscal years beginning after December 15, 1997 and requires restatement of
earlier periods presented, established standards for the way that a public
enterprise reports information about key revenue-producing segments in the
annual financial statements and selected information in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. The implementation of SFAS
No. 131 is not expected to have a material effect on the Company's current
reporting and disclosures.
5. SUBSEQUENT EVENT
On December 31, 1997, the Company acquired the service business of ATI
Communications, an operating division of Applied Cellular Technology, Inc. The
total purchase price, contingent on future operations, is approximately $2.2
million. The Company remitted $800,000 in cash at the closing and agreed to pay
$650,000 and $700,000 on subsequent anniversaries, respectively, subject to
certain operating performance criteria. The acquisition is accounted for as a
purchase.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
SUMMARY
The following table was derived from the Condensed Consolidated
Statements of Operations as a percentage of net sales for the three and nine
month periods ended November 23, 1997, and November 24, 1996:
RELATIONSHIP TO NET SALES
----------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
----------------------------------------------------------------------------
NOVEMBER 23, NOVEMBER 24, NOVEMBER 23, NOVEMBER 24,
1997 1996 1997 1996
------------ ------------ ------------ ------------
Net sales:
Product 33.9 % 36.9 % 31.6 % 37.2 %
Service 66.1 63.1 68.4 62.8
------ ------ ------ ------
Total net sales 100.0 100.0 100.0 100.0
Cost of sales:
Product 62.8 55.3 65.3 53.5
Service 74.7 75.2 73.3 72.4
------ ------ ------ ------
Total cost of sales 70.7 67.9 70.8 65.4
Gross margin:
Product 37.2 44.7 34.7 46.5
Service 25.3 24.8 26.7 27.6
------ ------ ------ ------
Total gross margin: 29.3 32.1 29.2 34.6
Selling general and administrative 37.1 43.8 41.3 38.5
expense
Engineering, research and development
expense 7.0 8.1 7.7 8.1
Other (income) expense, net 5.6 4.3 6.2 6.0
Loss from operations before taxes (13.4) (16.0) (18.3) (10.0)
Provision for income taxes -- 0.4 0.1 0.1
------ ------ ------ ------
Net loss (13.4)% (16.4)% (18.4)% (10.1)%
====== ====== ====== ======
GENERAL
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During the second and third quarters of fiscal year 1998, the Company
continued to actively evaluate Information Technology ("IT") service business
acquisitions. Such efforts have resulted in the completion of the acquisition of
several IT service businesses. The IT service business is largely fragmented
with many smaller organizations lacking the infrastructure to meet the needs of
multiple-site, mid-size to large companies. The Company believes, combining its
nation-wide infrastructure and strategic acquisitions it will be able to take
advantage of economies of scale and leverage its nation-wide presence thereby
providing a competitive advantage over its competitors in the IT service
business.
On December 31, 1997, the Company acquired the service business of ATI
Communications ("ATI"), an operating division of Applied Cellular Technology,
Inc. The acquired business serves markets in Pennsylvania, Washington DC,
Baltimore and Northern Virginia and employs 60 personnel. ATI specializes in
providing direct service and support to telephony and related interconnect
customers. In September 1997, the Company acquired from Atlantic Systems Inc.
certain service business assets associated with point-of-sale systems in the
Baltimore, Maryland area. In August 1997, the Company acquired the assets of
Data Enhancement International Inc. (DEI), an enterprise integration firm that
specializes in client and server development, along with local and wide area
Internet/intranet networking technologies. These acquisitions are a continuation
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of the strategic thrust within the Company's service division to target market
segments that are sustaining higher growth and / or higher margins than the
traditional service business.
Also during the same quarter the Company continued to monitor its
investment in its family of AlphaCONNECT software products for the Internet and
intranet market. While it is unlikely that revenues for these products will
increase sufficiently to offset the additional investment in the short-term,
management believes that these products will enhance the long-term outlook of
the Company.
The Company had a net loss of $2,623,000, or $0.24 per share, during
the nine months ended November 23, 1997, compared to a net loss of $1,887,000,
or $0.19 per share, during the same period in the prior fiscal year. This loss
reflects $1,879,000 relating to the marketing and launching of the AlphaCONNECT
product line, and a reduction in both product and service revenues, primarily
due to the divestiture of the Company's UK and domestic subsidiaries.
RESULTS OF OPERATIONS
Nine Months Ended November 23, 1997 and November 24, 1996
Total product revenues declined $2,432,000, or 35.0 percent, to
approximately $4,508,000 from approximately $6,940,000 for the comparable
period. An increase of $378,000 in revenues from domestic hardware products was
offset by the decline in product revenues of approximately $1,545,000, or 63.5
percent, attributable to the absence of the UK subsidiary that was sold in
August 1996. An additional $1,265,000 of decline was due primarily to the sale
of the Company's domestic vertical software product lines.
Total service revenue declined $1,965,000, or 16.8 percent, to
$9,760,000 for the nine month period just ended from $11,725,000 for the same
period in the prior year. Approximately 90.8 percent, or $1,784,000, of this
decline was due to the sale of both the Company's UK and domestic
AlphaHealthCare subsidiaries. The remaining decline was due primarily to a
decrease in the Company's traditional Alpha Micro Operating System ("AMOS")
based service contracts. On December 31, 1997, the Company completed the
acquisition of the service business of ATI Communications, which is projected to
increase Alpha Micro's future service revenues by 20%, and the Company continues
to actively evaluate additional acquisitions within the service industry. The
Company has expanded its base of support services, including field maintenance
and networking, and intends to invest additional resources in this area. In
addition, the Company is expanding its domestic service sales and marketing
efforts to capitalize on its current base and further expand revenues from the
open systems generation market.
Net sales decreased $4,397,000, or 23.6 percent, to $14,268,000 for the
nine month period ended November 23, 1997 from $18,665,000 for the nine month
period ended November 24, 1996. This decrease includes $4,594,000 relating to
product lines and subsidiaries sold during fiscal year 1997.
Total gross margin for the Company for the nine months ended November
23, 1997, decreased to 29.2 percent compared to 34.6 percent during the same
period last year, with declines for both product and service. Product gross
margin for the nine months ended November 23, 1997 decreased to 34.7 percent
compared to 46.5 percent during the same period in the prior year. The decrease
in product gross margin was primarily due to a relatively lower proportion of
higher margin AMOS products sold, combined with higher inventory and warranty
reserves in the first nine months of fiscal year 1998.
Services business gross margin declined to 26.7 percent during the nine
months ended November 23, 1997, from 27.6 percent during the same period in the
prior year. The decline in gross
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margin was primarily due to the sale of the Company's UK subsidiary that
generated higher service margins than the domestic service organization.
Additionally, the third-party service contracts contributed lower margins than
the traditional AMOS-based service contracts. While the service organization is
focusing on obtaining new contracts for its networking support and consulting
services, supporting vertical markets with services, and increasing third-party
services in order to improve revenues, the revenues from these new areas of
focus are expected in the aggregate to produce lower margins than the Company's
traditional service business. The recent acquisitions of ATI and other service
businesses during the year will support this effort. The Company continues to
evaluate additional potential service acquisitions that meet its financial and
market criteria.
Selling, general and administrative expenses decreased $1,296,000 to
$5,895,000 for the nine months ended November 23, 1997, compared to $7,191,000
for the nine months ended November 24, 1996. The sale of the UK and
AlphaHealthCare subsidiaries and the remaining vertical software product
resulted in a decrease in selling, general and administrative expenses of
approximately $2,051,000. This was partially offset by increases in the
Company's investment in resources for the Internet and intranet markets plus a
significant increase in the service sales force and increased advertising for
service operations.
Research and development expenses (which include engineering support
and services) incurred for the nine months ended November 23, 1997, decreased by
$410,000 to $1,101,000 from $1,511,000 during the same period in the prior
fiscal year. This decrease includes $295,0000 relating to vertical software
products sold in fiscal year 1997. Additionally, approximately $586,000 of new
software development expenses have been capitalized in the first nine months of
the current fiscal year, as compared to $379,000 in the comparable period in
fiscal year 1997. Research and development expenses as a percentage of product
sales increased to 24.4 percent for the nine months just ended from 21.8 percent
during the comparable period in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended November 23, 1997, the Company's working
capital decreased $2,669,000 to $6,061,000 from $8,730,000 at February 23, 1997.
Net cash and short-term investments in U.S. treasury bills decreased during the
nine months ended November 23, 1997 by $3,413,000 to $5,167,000. Net cash used
in operating activities for the nine months ended November 23, 1997 was
$2,268,000 compared to $1,517,000 for the same period in the previous fiscal
year. This is primarily due to the Company's increased investment in Internet
and intranet products.
Net accounts receivable increased approximately $654,000 to $3,682,000
at November 23, 1997 from $3,028,000 at February 23, 1997. The increase in
accounts receivable reflects an increase in third quarter revenues over each of
the two previous quarters of approximately $500,000 combined with a delay in
payments from European customers, which were collected subsequent to
quarter-end.
The Company believes that its current cash position, augmented by
operating activities, will provide it with sufficient resources to finance its
working capital requirements through fiscal year 1999. The Company's future
capital requirements depend on a variety of factors, including, but not limited
to, the rate of decline in the traditional business; the success, timing, and
amount of investment required to penetrate the Internet/intranet markets;
service revenue growth or decline; and potential acquisitions.
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PART II. OTHER INFORMATION
Item 5. Other Information.
Acquisition of ATI Communications Service Assets
On December 31, 1997, the Company acquired the service business of ATI
Communications, an operating division of Applied Cellular Technology, Inc. The
total purchase price, contingent on future operations, is approximately $2.2
million. The Company remitted $800,000 in cash at the closing and agreed to pay
$650,000 and $700,000 on subsequent anniversaries, respectively, subject to
certain operating performance criteria. The acquisition is accounted for as a
purchase.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Exhibit Index.
(b) No Form 8-K was filed during the third quarter ended
November 23, 1997.
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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.
ALPHA MICROSYSTEMS
(Registrant)
Date: January 6, 1998 By:/s/ Douglas J. Tullio
-------------------------
President and
Chief Executive Officer
Date: January 6, 1998 By:/s/ Jeffrey J. Dunnigan
---------------------------
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Number Description of Documents
- ------ ------------------------
2.6 Agreement of Purchase and Sale by and between Alpha Microsystems
and Applied Cellular Technology, Inc. dated December 23, 1997
10.61 Amendment to Loan Agreement by and between Alpha Microsystems and
Silicon Valley Bank dated October 11, 1997
10.62 Employment Agreement by and between Alpha Microsystems and Jeffrey
J. Dunnigan dated November 15, 1997
27. Financial Data Schedule.
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