ALPHA MICROSYSTEMS
DEFA14A, 1998-09-16
ELECTRONIC COMPUTERS
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<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant [X]
 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 
<TABLE>
<S>                                                      <C>
[ ]  Preliminary Proxy Statement                         [ ]  Confidential, for Use of the Commission
[ ]  Definitive Proxy Statement                          Only (as permitted by Rule 14a-6(e)(2))
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
 
                            ALPHA MICROSYSTEMS, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[X]  Fee not required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
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     (2)  Aggregate number of securities to which transaction applies:
 
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     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
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     (4)  Proposed maximum aggregate value of transaction:
 
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     (5)  Total fee paid:
 
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[ ]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
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<PAGE>   2
September 18, 1998




DEAR ALPHA MICROSYSTEMS SHAREHOLDER:

        By now you should have received a copy of our 1998 Annual Report, along
with the Proxy Statement and the card used for voting your shares of Alpha Micro
stock. Although this is a very long and comprehensive proxy, your understanding
and approval of these proposals are vital to our continued growth and future
profitability.
        I would like to take this opportunity to share with you some of the
significant and exciting events that have occurred since I completed the
Chairman's letter for the Annual Report last month.
        Our most recent event was our announcement of AC Spotlight, a technology
developed by our AlphaCONNECT(R) division in collaboration with Microsoft
Corporation. We have been working with a division of Microsoft to develop
software to expand the functionality of their executive management intranet. The
marketing value of Microsoft approving Alpha Micro to provide a knowledge
management solution and becoming the first customer for this product should be
very significant to our future success in this fast growing market.
        Second, we have consummated our purchase of Delta CompuTec Inc. (DCI) --
the largest acquisition to date in our IT Services division. This acquisition,
along with smaller acquisitions made earlier in the year and our continued
internal sales growth, provides our company with a projected annualized service
revenue increase of more than 100 percent in FY 1999 compared to FY 1998.
        Most recently, our IT Services division signed an agreement with Ingram
Micro, a worldwide, multi-billion dollar distributor of computer-related
products, to provide warranty services and support for certain products for
Ingram's resellers in North America. This agreement is expected to provide
initial annualized revenues of over $3 million which would represent the single
largest order ever received by our IT Services division. This will also provide
us with an invaluable marketing advantage as we pursue service contracts from
other prominent companies.


<PAGE>   3

        The most significant development in this short time period and for our
company's long-term future, is the first round of financing from ING Equity
Partners II, L.P. (ING). This initial funding enabled us to consummate our
acquisition of DCI, and ING's sterling reputation and our association with them
was a key factor in closing the Ingram Micro order. We expect that the "equity
sponsorship" of ING, a well-known and well-respected New York based private
equity firm, will continue to be a significant contributor in the achievement of
our future goals for revenue growth and profitability.
         I am sure you are aware of the heavy daily trading volume of our stock.
I believe this increased trading volume is a clear indication of the high level
of interest in Alpha Micro by the financial community. This high interest level
is also an important element in both maintaining our current shareholder base
and recruiting new investors, as well as attracting new senior level employees
who will ultimately be key to the Company's long-term success.
        Unquestionably, an important contributor to our increased stock activity
is our AlphaCONNECT Internet technology division. Although our involvement in
the explosive Internet market has not yet generated substantial revenue, it has
provided considerable recognition from various industry leaders, which has led
to a number of promising opportunities, of which Microsoft is the first
significant one to be announced. Should these opportunities materialize, our
ability to keep and attract key personnel and to have adequate working capital
will be vital.
        I urge all of our shareholders to carefully review the proposals in the
Proxy Statement, and I strongly recommend that you vote in favor of all
proposals. The additional financing from ING and the increase in our authorized
Capital Stock will enable us to strengthen our financial position, which will be
critical to the Company's continuing growth. Additionally, your approval to
establish the 1998 Stock Option and Award Plan is essential to keep and attract
long-term, talented personnel integral to our future success. For your
convenience, we have included an additional Proxy Card. If you have not already
voted, please sign, date and return the enclosed Proxy Card today in the
envelope provided. Your vote is important to us, no matter how many or how few
shares you may own.
        Once again, I thank you for your support and look forward to bringing
you continued good news.

Sincerely,



Douglas J. Tullio
Chairman, President and Chief Executive Officer



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