As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALPHA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2302115
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
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(Address of Principal Executive Offices) (Zip Code)
ALPHA INDUSTRIES, INC.
1994 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full title of the plan)
MR. MARTIN J. REID, PRESIDENT
ALPHA INDUSTRIES, INC.
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
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(Name and address of agent for service)
(617) 935-5150
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of
Securities Amount Proposed Maxi- Proposed Maxi- Amount of
to be to be mum Offering mum Aggregate Registra-
Registered Registered Price Per Share(1) Offering Price(1) tion Fee
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Common Stock,
$.25 par value 50,000(2) $16.31 $815,500 $281.21
Rights to
Purchase Com-
mon Stock(3) 50,000(2) 0(4) 0(4) 0(4)
Total Registration $281.21
Fee
(footnotes on next page)
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, on the basis of the
average high and low prices for the Registrant's Common Stock on October 17,
1995, as reported by the American Stock Exchange, Inc.
(2) Such presently indeterminable number of additional shares of Common
Stock and Rights (see below) are also registered hereunder as may be issued in
the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other similar change in Common Stock.
(3) On November 20, 1986, the Board of Directors of the Company declared
a dividend distribution of one right (the "Rights") for each outstanding share
of Common Stock. The 50,000 Rights registered hereby consist of 50,000 Rights
which may be issued with shares of Common Stock issuable upon exercise of
options granted or to be granted under the Company's 1994 Non-Qualified Stock
Option Plan for Non-Employee Directors.
(4) The Rights are not separately transferable apart from the Common
Stock, nor are they exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the Rights.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents are hereby incorporated by reference into this
Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
April 2, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-7, Registration No. 2-67752, and the
description of the Company's Rights to purchase Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to the 1934 Act on
November 28, 1986 and Current Reports on Form 8-K dated July 3, 1990 and October
18, 1990, including any amendment or report filed for the purpose of updating
such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act, subsequent to the date hereof 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 hereby 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The legality of the Common Stock and Rights to be issued upon exercise of
the options granted or to be granted under the 1994 Non-Qualified Stock Option
Plan for Non-Employee Directors will be passed upon for the Company by Brown,
Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111.
Donald E. Paulson, Secretary of the Company, is a member of Brown, Rudnick,
Freed & Gesmer. Mr. Paulson and other members and associates of such firm own a
nominal number of shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the General Corporation Law of the State of Delaware
("Section 145") authorizes a corporation to indemnify directors, officers,
employees or agents of the corporation in civil suits if such party acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interest of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful, as determined in accordance with the Delaware General Corporation Law.
Section 145 requires indemnification if the party in question is successful on
the merits or otherwise. With respect to derivative suits, a person may not be
indemnified if she or he has been adjudged to be liable to the corporation,
unless a court determines that such person is entitled to indemnification.
Section 145 permits the advancement of advances upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that such
parties are not entitled to be indemnified.
As permitted under Section 145, the Company's Certificate of Incorporation,
as amended, and By-Laws, as amended, authorize the Company to indemnify
directors and officers against "Expenses" incurred in connection with the
defense or disposition of any "Proceeding" by or in the name of the Company or
any stockholder if the
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director or officer acted in good faith, and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Company, except that the
Company may not indemnify a director or officer with respect to any matters as
to which such director or officer has been adjudicated liable for negligence or
misconduct in the performance of his duty to the Company, unless, and only to
the extent that, the court deciding the action determines that such a director
or officer is entitled to indemnification. The term "Expenses" is defined in the
Company's By-Laws as liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromises or as fines or penalties, and
expenses, including reasonable attorneys' and accounting fees. "Proceeding" is
defined to include any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, and any
claim which could be the subject of such proceeding.
The Company's Certificate of Incorporation, as amended, also provides that
a director shall be liable to the extent provided by applicable law (i) for
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. Except as set forth in the
foregoing sentence, however, no director shall be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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(4) Instruments defining the rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock (Filed as Exhibit
4(a) to Registration Statement on Form S-1 (Registration
No. 2-25197)).*
(b) Composite Certificate of Incorporation dated May 26, 1966
as amended March 21, 1967 and October 27, 1967 (Filed as
Exhibits 3(a), (b) and (c) to Registrant's Registration
Statement on Form S-1 (Registration No. 2-27685))*,
October 6, 1978 (Filed as Exhibit A to Proxy Statement
dated July 27, 1978)*, October 22, 1979 (Filed as Exhibit
(a)(3)(3) to Annual Report on Form 10-K for fiscal year
ended March 31, 1981)*, September 30, 1981 (Filed as
Exhibit 20(b) to Quarterly Report on Form 10-Q for quarter
ended September 30, 1981)*, February 8, 1983 (Filed as
Exhibit 19(a) to Quarterly Report on Form 10-Q for quarter
ended December 31, 1983)*, December 3, 1985 (Filed as
Exhibit 3(a) to Annual Report on Form 10-K for the year
ended March 31, 1986)* and October 20, 1986 (Filed as
Exhibit 3(a) to Annual Report on Form 10-K for the year
ended March 31, 1987)*.
(c) Amended and Restated By-Laws of the Registrant dated April
30, 1992 (Filed as Exhibit 3(b) to the Annual Report on
Form 10-K for the year ended March 29, 1992)*.
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*Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
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(d) Amended and Restated Rights Agreement dated as of November
24, 1986, as amended and restated July 3, 1990 and as
further amended September 9, 1990 and September 24, 1990,
between Registrant and The First National Bank of Boston,
as Rights Agent (the July 3, 1990 restatement and the
September 9, 1990 and September 24, 1990 amendments were
filed as Exhibit 4 to the Current Report on Form 8-K dated
July 3, 1990 and Exhibits 4(a) and 4(b) to the Current
Report on Form 8-K dated September 18, 1990,
respectively).*
(5) Opinion regarding legality.
(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(23) Consent of experts and counsel
(a) Consent of Independent Auditors.
(b) Consent of Brown, Rudnick, Freed & Gesmer is contained
within their legal opinion filed as Exhibit (5)(a) hereof.
(24) Power of Attorney
(99) The Registrant's 1994 Non-Qualified Stock Option Plan for Non-Employee
Directors.
ITEM 9. UNDERTAKINGS.
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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 this Registration Statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change in such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
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*Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
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(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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" above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT
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Pursuant to the requirements of the Securities Act of 1933, 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 Woburn, Commonwealth of Massachusetts on the 17th day
of October, 1995.
Alpha Industries, Inc.
(Registrant)
BY: /s/Martin J. Reid
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Martin J. Reid, President and
Chief Executive Officer
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 date indicated:
Signature Title Date
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/s/George S. Kariotis Director October 17, 1995
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George S. Kariotis
/s/Arthur Pappas Director October 17, 1995
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Arthur Pappas
/s/Martin J. Reid Director, President and Chief October 17, 1995
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Martin J. Reid Executive Officer (Principal
Executive Officer)
/s/Raymond Shamie Director October 17, 1995
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Raymond Shamie
/s/Sidney Topol Director October 17, 1995
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Sidney Topol
/s/David Aldrich Senior Vice President and Chief October 17, 1995
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David Aldrich Financial Officer (Principal
Financial Officer)
/s/Paul E. Vincent Controller (Principal October 17, 1995
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Paul E. Vincent Accounting Officer)
EXHIBIT INDEX
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EXHIBIT NO. PAGE NO.
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(4) Instruments defining the rights of security holders,
including indentures.
(a) Specimen Certificate of Common Stock (Filed
as Exhibit 4(a) to Registration Statement on
Form S-1 (Registration No. 2-25197)).*
(b) Composite Certificate of Incorporation dated
May 26, 1966 as amended March 21, 1967 and
October 27, 1967 (Filed as Exhibits 3(a), (b)
and (c) to Registrant's Registration Statement
on Form S-1 (Registration No. 2-27685))*,
October 6, 1978 (Filed as Exhibit A to Proxy
Statement dated July 27, 1978)*, October 22,
1979 (Filed as Exhibit (a)(3)(3) to Annual
Report on Form 10-K for fiscal year ended
March 31, 1981)*, September 30, 1981 (Filed
as Exhibit 20(b) to Quarterly Report on Form
10-Q for quarter ended September 30, 1981)*,
February 8, 1983 (Filed as Exhibit 19(a) to
Quarterly Report on Form 10-Q for quarter
ended December 31, 1983)*, December 3, 1985
(Filed as Exhibit 3(a) to Annual Report on
Form 10-K for the year ended March 31, 1986)*
and October 20, 1986 (Filed as Exhibit 3(a)
to Annual Report on Form 10-K for the year
ended March 31, 1987)*.
(c) Amended and Restated By-Laws of the Registrant
dated April 30, 1992 (Filed as Exhibit 3(b) to
the Annual Report on Form 10-K for the year
ended March 29, 1992)*.
(d) Amended and Restated Rights Agreement dated as
of November 24, 1986, as amended and restated
July 3, 1990 and as further amended September
9, 1990 and September 24, 1990, between
Registrant and The First National Bank of
Boston, as Rights Agent (the July 3, 1990
restatement and the September 9, 1990 and
September 24, 1990 amendments were filed as
Exhibit 4 to the Current Report on Form 8-K
dated July 3, 1990 and Exhibits 4(a) and 4(b)
to the Current Report on Form 8-K dated
September 18, 1990, respectively).*
(5) Opinion regarding legality.
(a) Legal Opinion of Brown, Rudnick, Freed &
Gesmer.
___________________
*Not filed herewith. In accordance with Rule 411 pomulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
(23) Consent of experts and counsel
(a) Consent of Independent Auditors.
(b) Consent of Brown, Rudnick, Freed & Gesmer
is contained within their legal opinion
filed as Exhibit (5)(a) hereof.
(24) Power of Attorney
(99) The Registrant's 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors.
___________________
*Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.