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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)/1/
ALPHA MICROSYSTEMS
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
020903-10-0
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(CUSIP number)
Christopher D. Pfrang, ISC International Systems Corporation, c/o Company
Corporation, Three Christina Center, 201 N. Walnut Street, Wilmington, DE 19801
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(Name, address and telephone number of person
authorized to receive notices and communication)
April 10, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box. [__]
Check the following box if a fee is being paid with the statement [__]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 020903-10-0 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ISC INTERNATIONAL SYSTEMS CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a) [__]
(b) [__]
3 SEC USE ONLY
4 SOURCE OF FUNDS/*/
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) [__]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER: 305,000
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER: N/A
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER: 305,000
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER: N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 305,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/*/ [__]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.62%
14 TYPE OF REPORTING PERSON/*/
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 020903-10-0 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ISC HOLDING GMBH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP/*/ (a) [__]
(b) [__]
3 SEC USE ONLY
4 SOURCE OF FUNDS/*/
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) [__]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER: 305,000/(1)/
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER: N/A
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER: 305,000/(1)/
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER: N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,000/(1)/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/*/ [__]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.62%
14 TYPE OF REPORTING PERSON/*/
CO
/(1)/ Solely in its capacity as the controlling person of ISC International
Systems Corporation.
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 020903-10-0 13D Page 4 of 10 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value, of Alpha
Microsystems, a California corporation (the "Issuer"). The principal executive
offices of the Issuer are at 2722 South Fairview Street, Santa Ana, CA 92704.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this statement are: ISC International Systems
Corporation, a corporation organized under the laws of the State of Delaware
("ISC-USA") and ISC Holding GmbH, a corporation organized under the laws of
Germany ("ISC-Germany").
(b) The business address for ISC-USA is Three Christina Centre, 201 N.
Walnut Street, Wilmington, DE 19801; the business address for ISC-Germany is c/o
Mader GmbH Deimlerstrasse 6, 70771 Leinfelden-Echterdingen, Germany.
(c) ISC-USA's principal business is investment holding; ISC-Germany's
principal business is investment holding.
(d) During the last 10 years, neither ISC-USA nor ISC-Germany has
experienced the following: (i) the initiation of any federal, state or foreign
bankruptcy or insolvency proceeding by or against, or the appointment of a
receiver, conservator, fiscal agent or similar officer for their businesses or
assets; (ii) conviction in a federal, state or foreign criminal proceeding
(including convictions entered on a plea of nolo contendere) or having been
named as the subject of a pending criminal proceeding; (iii) the issuance in a
federal, state or foreign civil or administrative proceeding of a finding,
order, judgment, decree or sanction relating to (A) an alleged violation of any
securities or commodities law or regulation or any law or regulation respecting
financial institutions, insurance companies or fiduciary duties owed to a
partnership, corporation, business trust or similar business entity, or (B) any
law or regulation prohibiting mail or wire fraud or fraud in connection with any
business entity, (iv) or an order enjoining either of them from engaging in any
type of business practice, or (v) the imposition of a sanction by a self-
regulatory organization, as defined in Section 3(a)(26) of the Exchange Act, any
contract market designated pursuant to section 5 of the Commodity Exchange Act,
a future association registered under section 17 of the Commodity Exchange Act
or any substantially equivalent foreign authority or organization.
(e) ISC-USA is a corporation organized under the laws of the State of
Delaware; ISC-Germany is a corporation organized under the laws of Germany.
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CUSIP No. 020903-10-0 13D Page 5 of 10 Pages
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The sole executive officer of ISC-USA is:
President and (a) Christopher D. Pfrang
Treasurer: (b) 5170 Colorado Street
Long Beach, California 90803
(c) President of ISC-USA
(d) No
(e) German citizen
The directors of ISC-USA are:
(1) (a) Werner Heim
(b) c/o AMK. AG Versicherungsmakler Aktiengesellschaft
Hohe Strasse 74
70794 Filderstadt (Bonlanden)
Germany
(c) President of AMK. AG Versicherungsmakler Aktiengesellschaft
(d) No
(e) German citizen
(2) (a) Eberhard Elsaesser
(b) c/o Ruedesheimer Wein und Sektkellerei GmbH
Albertistrasse 2
D-62220 Ruedesheim
Germany
(c) President of Ruedesheimer Wein und Sektkellerei GmbH
(d) No
(e) German citizen
(3) (a) Christopher D. Pfrang
(b) 5170 Colorado Street
Long Beach, California 90803
(c) President ISC-USA
(d) No
(e) German citizen
ISC-USA is controlled by ISC-Germany.
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CUSIP No. 020903-10-0 13D Page 6 of 10 Pages
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The sole managing director of ISC-Germany is:
(a) Werner Heim
(b) c/o AMK. AG Versicherungsmakler Aktiengesellschaft
Hohe Strasse 74
70794 Fiederstadt (Bonlanden)
Germany
(c) President of AMK. AG Versicherungsmakler Aktiengesellschaft
(d) No
(e) German citizen
ISC-Germany has no other officers or directors.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) ISC-USA is the beneficial owner of 305,000 shares of the Issuer's
Common Stock, which represents approximately 4.62% of such class of stock (based
on 6,595,453 as the number of shares of such class issued and outstanding
according to the information set forth in the Issuer's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission for the quarter ended
November 26, 1996).
ISC-Germany, because of its position as the controlling person of ISC-USA,
pursuant to Rule 13d-3 under the Exchange Act, may be deemed to be the
beneficial owner of 305,000 shares of the Issuer's Common Stock, which
represents approximately 4.62% of such class of stock.
(b) ISC-USA has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 305,000 shares of the Issuer's Common Stock.
As the sole stockholder of ISC-USA, ISC-Germany has the sole power to
direct the vote and to direct the disposition of 305,000 shares of the Issuer's
Common Stock.
(c) Within the past sixty days, ISC-USA effected the following sales of the
Issuer's Common Stock:
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CUSIP No. 020903-10-0 13D Page 7 of 10 Pages
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<TABLE>
<CAPTION>
Date Amount of Shares Sold Price per Share
---- --------------------- ---------------
<S> <C> <C>
03/22/96 2,000 5/8
04/01/96 2,000 5/8
04/01/96 5,000 5/8
04/01/96 2,000 5/8
04/03/96 1,000 3/4
04/03/96 5,000 3/4
04/03/96 5,000 3/4
04/04/96 10,000 1
04/04/96 10,000 15/16
04/04/96 10,000 1 1/32
04/04/96 10,000 1 5/16
04/08/96 10,000 1 1/4
04/08/96 10,000 1 5/16
04/09/96 5,000 1 5/32
04/09/96 5,000 1 3/32
04/10/96 10,000 1 1/32
04/10/96 10,000 1 1/32
04/10/96 10,000 1 1/32
</TABLE>
All sales were effected on the NASDAQ Stock Market and made through a broker.
(d) Each of ISC-USA and ISC-Germany affirms that no person other than ISC-
USA or ISC-Germany has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Issuer's
Common Stock owned by ISC-USA and ISC-Germany.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A - Agreement pursuant to Rule 13(d)-1(f)(1) under the Exchange
Act.
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CUSIP No. 020903-10-0 13D Page 8 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 3, 1996
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(Date)
ISC INTERNATIONAL SYSTEMS CORPORATION
By: /s/ Christopher D. Pfrang
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(signature)
Christopher D. Pfrang - President
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(Name/Title)
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CUSIP No. 020903-10-0 13D Page 9 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 3, 1996
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(Date)
ISC HOLDING GmbH
By: /s/ Christopher D. Pfrang
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(signature)
Christopher D. Pfrang - Power of Attorney
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(Name/Title)
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CUSIP No. 020903-10-0 13D Page 10 of 10 Pages
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Exhibit A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) of the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
this Statement on Schedule 13D (Amendment No. 2) with respect to the shares of
Common Stock, no par value, of Alpha Microsystems, a California corporation, and
further agree that this Joint Filing Agreement be included as an exhibit to such
joint filing. Each party to this Joint Filing Agreement expressly authorizes
each other party to file on its behalf any and all amendments to such statement.
In evidence thereof the undersigned, being duly authorized, hereby execute this
Joint Filing Agreement this 3rd day of May, 1996.
ISC INTERNATIONAL SYSTEMS CORPORATION
By: /s/ Christopher D. Pfrang
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(signature)
Christopher D. Pfrang - President
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(Name/Title)
ISC HOLDING GMBH
By: /s/ Christopher D. Pfrang
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(signature)
Christopher D. Pfrang - Power of Attorney
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(Name/Title)
