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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 1, 1998
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ALPHA MICROSYSTEMS
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-10558 95-3108178
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
2722 SOUTH FAIRVIEW STREET, SANTA ANA, CALIFORNIA 92704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 957-8500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On September 1, 1998 Alpha Microsystems (the "Company") acquired Delta
CompuTec Inc. ("DCI")(the "Acquisition") and paid all of the outstanding debt of
DCI for a negotiated aggregate amount of approximately $8.2 million, including
108,317 shares of Alpha Microsystems common stock. The Company acquired all of
the shares of Delta CompuTec Inc. ("DCI") pursuant to a Merger Agreement entered
into as of July 2, 1998 by and among the Company, Alpha Micro Merger Corp., DCI,
Joseph Lobozzo II and Joanne Lobozzo (the "Merger Agreement"). The Merger
Agreement provided for a cash merger of the Company's wholly-owned subsidiary
Alpha Micro Merger Corp. into and with DCI. DCI will continue as a subsidiary of
Alpha Microsystems to provide management and consulting services, as well as
services that include network design, installation and maintenance.
Eight Million Dollars ($8,000,000) of funding for the Acquisition came
from an equity investment by ING Equity Partners II, L.P. ("ING") pursuant to a
Securities Purchase Agreement (the "Purchase Agreement") whereby ING agreed,
subject to certain conditions, to invest up to $20 million in redeemable
exchangeable preferred stock (the "Redeemable Preferred Stock") of the Company.
The Purchase Agreement provides for the purchase of Redeemable Preferred Stock,
Voting Preferred Stock, and Warrants by ING in three tranches of $8 million, $7
million, and up to $5 million. The first tranche of $8 million, completed on
September 1, 1998, funded the Acquisition. The second and third tranches of $7
million and up to $5 million, respectively, are subject to approval of the
Company's shareholders.
Attached hereto as Exhibit 2 is the Merger Agreement, without exhibits.
Alpha Microsystems shall provide a copy of any omitted exhibit to the Securities
and Exchange Commisison upon request by the Securities and Exchange Commission.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Neither the financial statements nor pro forma financial information of
DCI are presently available for filing in this Current Report on Form 8-K, but
will be filed in accordance with applicable regulations no later than November
16, 1998.
Item Exhibit No.
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Merger Agreement 2
Press Release 99
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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 hereunto duly authorized.
Date: September 16, 1998 ALPHA MICROSYSTEMS
By: /s/ Douglas J. Tullio
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Douglas J. Tullio
President and Chief
Executive Officer
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EXHIBIT INDEX
Item Exhibit No.
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Merger Agreement 2
Press Release 99