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SECURITIES AND ECHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JULY 6, 1998
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ALPHA MICROSYSTEMS
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-10558 95-3108178
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(State or other jurisdiction (Commission (IRS Employer of
incorporation) File Number) Identification No.)
2722 SOUTH FAIRVIEW STREET, SANTA ANA, CALIFORNIA 92704
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 957-8500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Attached hereto as Exhibit 99, is a Press Release announcing the signing
of a definitive agreement whereby Alpha Microsystems will acquire Delta CompuTec
Inc.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits: The following is included with this report:
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Item Exhibit No.
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Press Release 99
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 6, 1998 ALPHA MICROSYSTEMS
By: /s/ Douglas J. Tullio
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Douglas J. Tullio
President and Chief Executive Officer
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Exhibit 99
FOR RELEASE JULY 6, 1998 AT 8:00 A.M. EDT
Debra Potter, Senior Editor
Porter, LeVay & Rose, Inc.
212/564-4700
Jeffrey J. Dunnigan
Alpha Microsystems
714/641-6220
DELTA COMPUTEC INC. TO BECOME WHOLLY-OWNED SUBSIDIARY OF ALPHA MICROSYSTEMS
Acquisition represents 70 percent revenue growth for Alpha Microsystems
SANTA ANA, CALIF., ... JULY 6, 1998 ... Alpha Microsystems (NASDAQ NM: ALMI)
announced today that it has signed a definitive agreement to acquire Delta
CompuTec Inc. (NASDAQ: DCIS). The Company's investment of $8.2 million will be
for the purchase of all outstanding shares and the repayment of all outstanding
debt at the time of closing. Under the agreement, Delta CompuTec (DCI) will
become a wholly-owned subsidiary of Alpha Microsystems. Based on DCI's fiscal
1997 annual revenue of $13.4 million, revenue for Alpha Microsystems' IT
services group (AM Services Operation) would have more than doubled and overall,
1998 revenue for Alpha Microsystems would have increased approximately 70
percent on a pro forma basis. DCI provides management and consulting services,
as well as services that include network design, installation and maintenance.
Further terms were not disclosed.
In connection with this acquisition, ING Equity Partners ll, L.P., has issued a
commitment letter to provide up to $20 million to Alpha Micro in the form of a
preferred stock investment with warrants for up to 42 percent of the
fully-diluted common equity. The commitment is subject to customary provisions
including, among other things, no material adverse changes or developments, the
satisfactory negotiation and execution of documentation, and the consummation of
the DCI acquisition. In order for the Company to access the full $20 million,
stockholder approval is required.
According to Alpha Microsystems President and CEO Douglas J. Tullio, "By
combining Alpha Microsystems' North America services with DCI's management and
consulting services, we can more aggressively pursue opportunities in the
high-growth IT professional services market. DCI has a proven track record in
this market serving FORTUNE 500 clients, as well as members of the Big Five
national accounting firms and New York-based financial institutions. In addition
to being a major milestone in our acquisition strategy, we also expect DCI to be
a significant contributor to our operating results in light of its reported
EBITDA of over $1.8 million in fiscal year 1997."*
Randy Parks, Vice President of AM Services Operation stated, "This acquisition
not only expands Alpha Microsystems capabilities to provide consulting services
throughout North America, it further strengthens our competitive advantage in
the national OEM, VAR and major account markets."
According to John DeVito, President and COO of DCI, "Because of its nationwide
presence and expertise, we have utilized AM Services Operation over the past
year to augment our services for many of our national marquee customers. As a
result of this close working relationship, we expect this transaction to be very
smooth and provide significant benefits to our customer base."
DeVito continued, "This past year many of our FORTUNE 500 clients have merged,
producing an increased strain on internal IT systems and additional demands on
IT solutions providers. With this in mind, it is very apparent that this
partnership is a natural progression for DCI to ensure continuous enhancement of
our service solutions offerings. The combined resources of Alpha Microsystems
and DCI will allow us to stay ahead of our clients' increasing technology needs
while maintaining the premium level of service they have come to expect."*
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With over 60 locations throughout North America, Alpha Microsystems is dedicated
to providing a consistent level of high-quality computer services such as
consulting, maintenance and networking for small, mid-sized and large
corporations nationwide. Alpha Microsystems -- a 20-year-old, Santa Ana, Calif.
company -- also serves the Internet/intranet market through its AlphaCONNECT(R)
division, which includes business-to-business software and technologies. For
more information, visit the Company's Web site at www.alphamicro.com.
*Certain statements in this press release, including statements that we expect
DCI to be a significant contributor to our operating results, and that the
combined resources of Alpha Microsystems and DCI will allow us to stay ahead of
our clients' increasing technology needs while maintaining the premium level of
service they have come to expect, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks and uncertainties,
including (i) projected operating results have been based on historical results
that are not necessarily indicative of the results expected in future periods,
(ii) the Company's ability to successfully complete and integrate the
acquisition of DCI which is dependent upon consummation of ING financing, and
(iii) the ability of the Company to successfully market its services to the DCI
customers and markets, and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof.
