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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ALPHA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-2302115
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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ALPHA INDUSTRIES, INC.
1997 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full Title of the Plan)
STEVEN R. LONDON, ESQUIRE
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
(617) 856-8200
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee(2)
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Common Stock, $ .25 par value 100,000 Shares(2) $39.03125 $3,903,125 $1,085.07
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(1) The registration fee has been calculated on the basis of the average of the
high and low reported price of the Common Stock of $39.03125 on the Nasdaq
National Market on January 20, 1999.
(2) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of the merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination or other similar changes in the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 29, 1999 filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Registrant's Annual Report referred to in
(a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A
(Registration No. 0-24357) filed under the Exchange Act with
the Securities and Exchange Commission.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation includes
provisions (i) to eliminate the personal liability of the Registrant's directors
to the Registrant or its stockholders for monetary damages resulting from
breaches of their fiduciary duty (subject to certain exceptions, such as breach
of duty of loyalty to the Registrant or its stockholders), and (ii) to permit
the Company to indemnify its directors and officers to the fullest extent
permitted by law. The Company's Amended and Restated By-Laws include provisions
for mandatory indemnification
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of its officers and directors provided certain conditions are met. The Company
has directors' and officers' liability insurance.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to indemnify directors, officers, employees or agents
of the corporation in non-derivative suits if such party acted in good faith and
in a manner he 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 conduct was unlawful, as determined in
accordance with the Delaware General Corporation Law. Section 145 further
provides that indemnification shall be provided if the party in question is
successful on the merits or otherwise.
The effect of these provisions would be to permit such indemnification
by the Company for liabilities arising under the Securities Act of 1933, as
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
4(a)* Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to the
Registration Statement on Form S-3 (Registration No. 33-63857)).
4(b)* Frederick County Industrial Development Revenue Bond, Deed of Trust,
Loan Agreement and Guaranty and Indemnification Agreement dated June
17, 1982 (Filed as Exhibit 4(g) to the Registration Statement on Form
S-8 filed July 29, 1982); and Bond and Loan Document Modification
Agreement dated January 9, 1993 (Filed as Exhibit 4(c) to the Quarterly
Report on Form 10-Q for the fiscal quarter ended January 26, 1993).
4(c)* Loan and Security Agreement dated January 15, 1993 between Trans-Tech,
Inc., and County Commissioners of Frederick County (Filed as Exhibit
4(h) to the Quarterly Report on Form 10-Q for the fiscal quarter ended
July 3, 1994).
4(d)* Stock Purchase Warrant for 50,000 shares of the Registrant's Common
Stock issued to Silicon Valley Bank as of April 1, 1994 (Filed as
Exhibit 4(i) to the Quarterly Report on Form 10-Q for the fiscal
quarter ended July 3, 1994).
4(e)* Amended and Restated Credit Agreement dated January 1, 1997 between
Alpha Industries, Inc., Trans-Tech Inc., Fleet Bank of Massachusetts,
N.A. and Silicon Valley Bank (Filed as Exhibit 4(f) to the Quarterly
Report on Form 10-Q for the fiscal quarter ended December 28, 1997).
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5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23(a) Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion
filed as Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the Signature Page of this Registration
Statement).
99 Alpha Industries, Inc. 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors
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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.
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 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;
(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 this 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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining 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.
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(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.
(c) 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 foregoing provisions, 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. 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
January 22, 1999.
ALPHA INDUSTRIES, INC.
By: /s/ Thomas C. Leonard
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THOMAS C. LEONARD
PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas C. Leonard and James C. Nemiah, and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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/ George S. Kariotis Chairman of the Board January 22, 1999
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GEORGE S. KARIOTIS
/s/ Thomas C. Leonard President, Chief Executive January 22, 1999
- --------------------------- Officer and Director
THOMAS C. LEONARD (Principal Executive Officer)
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/s/ Paul E. Vincent Vice President, Chief January 22, 1999
- --------------------------- Financial Officer and Treasurer
PAUL E. VINCENT (Principal Financial Officer
and Principal Accounting
Officer)
/s/ Timothy R. Furey Director January 22, 1999
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TIMOTHY R. FUREY
/s/ Arthur Pappas Director January 22, 1999
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ARTHUR PAPPAS
/s/ Raymond Shamie Director January 22, 1999
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RAYMOND SHAMIE
/s/ Sidney Topol Director January 22, 1999
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SIDNEY TOPOL
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EXHIBIT INDEX
Exhibit Sequential
Number Page No.
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4(a) Specimen Certificate of Common Stock (Filed as Exhibit
4(a) to Registration Statement on Form S-3 *
(Registration No. 33-63857)).
4(b) Frederick County Industrial Development Revenue Bond,
Deed of Trust, Loan Agreement and Guaranty and *
Indemnification Agreement dated June 17, 1982 (Filed as
Exhibit 4(g) to the Registration Statement on Form S-8
filed July 29, 1982); and Bond and Loan Document
Modification Agreement dated January 9, 1993 (Filed as
Exhibit 4(c) to the Quarterly Report on Form 10-Q for
the fiscal quarter ended January 26, 1993).
4(c) Loan and Security Agreement dated January 15, 1993
between Trans-Tech, Inc., and County Commissioners of *
Frederick County (Filed as Exhibit 4(h) to the Quarterly
Report on Form 10-Q for the fiscal quarter ended July 3,
1994).
4(d) Stock Purchase Warrant for 50,000 shares of the
Registrant's Common Stock issued to Silicon Valley *
Bank as of April 1, 1994 (Filed as Exhibit 4(i) to the
Quarterly Report on Form 10-Q for the fiscal quarter
ended July 3, 1994).
4(e) Amended and Restated Credit Agreement dated January 1,
1997 between Alpha Industries, Inc., Trans-Tech Inc., *
Fleet Bank of Massachusetts, N.A. and Silicon Valley
Bank (Filed as Exhibit 4(f) to the Quarterly Report on
Form 10-Q for the fiscal quarter ended December 28,
1997).
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23(a) Consent of Brown, Rudnick, Freed & Gesmer (contained in
its opinion filed as Exhibit 5). **
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (included on the Signature Page of
this Registration Statement). ***
99 Alpha Industries, Inc. 1997 Non-Qualified Stock Option
Plan for Non-Employee Directors
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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.
** Contained in Exhibit 5.
*** Included on the Signature Page of this Registration Statement.