<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1998
REGISTRATION NO. 333-3167
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205496
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALPHA MICROSYSTEMS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 95-3108178
(STATE OR OTHER JURISDICTION OR (I.R.S. EMPLOYER
OR INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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2722 SOUTH FAIRVIEW STREET, SANTA ANA, CALIFORNIA 92704
(714) 957-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DOUGLAS J. TULLIO
2722 SOUTH FAIRVIEW STREET, SANTA ANA, CALIFORNIA 92704
(714) 957-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
DEBRA DISON HALL, ESQ.
MARK J. KELSON, ESQ.
ALLEN, MATKINS, LECK, GAMBLE & MALLORY LLP
515 SOUTH FIGUEROA STREET, 7TH FLOOR
LOS ANGELES, CALIFORNIA 90071
TELEPHONE: (213) 622-5555
FACSIMILE: (213) 620-8816
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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This Post-Effective Amendment No. 1 removes from registration 278,630
shares of Common Stock, no par value (the "Common Stock"). The Shares of Common
Stock being removed from registration by this Post-Effective Amendment No. 1
were not issued or sold after being registered pursuant to the Registrant's Form
S-3 Registration Statement which was declared effective on May 14, 1996. These
shares are being removed so that the Registration Statement will be in
compliance with Rule 415 of the Securities Act of 1933, as amended.
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SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, California on July 15, 1998.
ALPHA MICROSYSTEMS
By: /s/ Douglas J. Tulio
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Douglas J. Tulio, President, Chief
Executive Officer and Director
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
* Chairman of the Board July 15, 1998
- ------------------------------
Clarke E. Reynolds
/s/ Douglas J. Tulio President, Chief Executive July 15, 1998
- ------------------------------ Officer and Director
Douglas J. Tulio (Principal Executive Officer)
* Vice President, Engineering July 15, 1998
- ------------------------------ and Manufacturing, Director
John F. Glade and Secretary
/s/ Jeffrey J. Dunnigan Vice President, Chief July 15, 1998
- ------------------------------ Financial Officer (Principal
Jeffrey J. Dunnigan Financial and Accounting
Officer)
* Director July 15, 1998
- ------------------------------
Rockell N. Hankin
* Director July 15, 1998
- ------------------------------
Richard E. Mahmarian
*By: /s/ Douglas J. Tulio July 15, 1998
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Douglas J. Tulio
Attorney-in fact
</TABLE>
