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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-10558
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(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Alpha Microsystems
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Full Name of Registrant
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Former Name if Applicable
2722 South Fairview Street
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Address of Principal Executive Office (Street and Number)
Santa Ana, CA 92704
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11/91)
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PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Douglas Tullio 714 957-8500
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
Alpha Microsystems
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 1999 By /s/ DOUGLAS J. TULLIO
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Douglas J. Tullio
Chairman, CEO and President
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.12(c) of this chapter).
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Part III - Narrative
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999, could not be filed within the prescribed time period because
Registrant is awaiting certain information and documentation relating to the
pending investment by the Company's preferred shareholder, which is necessary
for the Company to complete the report and which is expected to be received and
completed on or before November 22, 1999.
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[ALPHASERV.COM LOGO]
COMPANY CONTACT:
Tamara Yanito
Director, Investor Relations
714.641.6216
[email protected]
FOR IMMEDIATE RELEASE
ALPHASERV.COM REPORTS 1999 THIRD QUARTER AND NINE MONTH RESULTS
SANTA ANA, CALIF., NOV. 9, 1999 - ALPHASERV.COMTM (NASDAQ NM: ALMI), a premier
provider of true multi-vendor and professional information technology (IT)
services, today reported financial results for its third quarter and nine months
ended Sept. 30, 1999. As announced in December 1998, the company changed its
fiscal year-end from Feb. 22 to Dec. 31.
Revenue for the third quarter ended Sept. 30, 1999 increased 36.8 percent to
$9.0 million, compared with revenue of $6.6 million for the comparable quarter
ended Sept. 20, 1998. For the quarter, the company reported a net loss of
$624,000, or diluted net loss of $0.08 per share, versus losses of $1.5 million
or $0.14 per share during the comparable quarter of the previous period. The
computation of the current quarter diluted net loss per share includes $348,000
or $0.03 per share in dividends and accretion related to the company's
outstanding preferred stock.
Revenue increased for the nine-month period ended Sept. 30, 1999 to $27.6
million, a 60.7 percent increase over last year's period, which reported revenue
of $17.2 million. Net loss for the nine-month period was $2.2 million or $0.29
per diluted share, compared to $3.5 million or $0.32 per diluted share for the
same period in 1998. The computation of the nine-month period diluted net loss
per share includes $1.1 million or $0.09 per share in dividends and accretion
related to the company's outstanding preferred stock.
"Although revenue has increased year over year, revenue based on consecutive
quarters has been relatively flat on a proforma basis. We attribute this in
large part to an overall slowdown of business in the technology sector due to
Y2K issues," said Douglas J. Tullio, AlphaServ.com's chairman, chief executive
officer and president. "Companies are delaying new projects and installations
until after the new year. This delay has resulted in lower-than-anticipated
revenue, especially in our DCi division, as fewer customers are willing to
initiate any new network-related projects or installations before the end of the
year."
- more -
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AlphaServ.com Reports 1999 Third Quarter and Nine Month Results
Nov. 9, 1999
2-2-2
"We are pleased that our bottom line continues to show improvement. However,
without a significant rise in revenue for the remainder of this year, we are not
likely to achieve a positive net income in our fourth quarter." Tullio
continued. "We have re-evaluated our position and believe there should be an
influx of new business during the first few quarters of 2000 from a `build-up'
of projects that have been pushed back until after the first of the year. This
potential revenue increase, along with a continued emphasis on cost control,
should serve to improve both top and bottom line results in 2000."
Separately, the company announced the resignation of its chief financial
officer, Jeffrey Dunnigan, who is leaving the public sector to join a new junior
capital mezzanine fund based in Newport Beach, Calif. Mr. Dunnigan has agreed to
continue to assist the company after completion of the current quarterly report,
Form 10-Q, on a consulting basis until a permanent replacement is found.
AlphaServ.com is the name under which Alpha Microsystems does business.
AlphaServ.com is an Internet company, which has combined the strength of its IT
services infrastructure with the power of its AlphaCONNECT technology to offer
end-to-end solutions for its customers. The company's mission is to be the
premier provider of true multi-vendor and professional services to the IT
marketplace, including Internet consulting and networking, onsite network
support and nationwide on-call support through over 60 locations throughout
North America. For more information, visit the company's Web site at:
www.alphaserv.com
Certain statements in this press release, including the statements that pertain
to the company's belief that it is not likely to achieve a positive net income
in the fourth quarter and that there should be an influx of new business during
the first few quarters of 2000 and a coinciding revenue increase, which would
serve to improve both top and bottom line results in 2000 are considered
"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) the actual amount of customers
delaying IT service projects until after the first of the year (ii) actual
business resulting in additional revenue for the company (iii) the company's
ability to continue reducing costs (iv) the volatility within the IT services
industry, (v) the company's ability to maintain sufficient capacity to meet the
growing needs of its customer base, (vii) changes in the cost of IT services,
and (viii) the ability of the company to successfully attract new customers and
alliances as well as obtain new business from existing customers, along with
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 that without continued
acquisitions, the present trend in revenue growth cannot be expected to continue
at historical rates, nor should the readers place undue reliance on the
forward-looking statements contained herein, which speak only as of the date
hereof.
(Financial Table to Follow)
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AlphaServ.com Reports 1999 Third Quarter and Nine Month Results
Nov. 9, 1999
3-3-3
ALPHASERV.COM
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
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Sept. 30, Sept. 20, Sept. 30, Sept. 20,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Net sales:
IT Services $ 7,892 $ 5,479 $ 24,050 $ 13,636
Product 1,073 1,075 3,578 3,553
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Total net sales 8,965 6,554 27,628 17,189
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Cost of sales:
IT Services 5,791 4,601 17,936 11,685
Product 848 844 2,632 2,592
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Total cost of sales 6,639 5,445 20,568 14,277
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Gross margin 2,326 1,109 7,060 2,912
Operating expenses:
Selling, general and administrative 2,485 2,227 8,414 5,446
Engineering, research and development 325 327 949 945
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Total operating expenses 2,810 2,554 9,363 6,391
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Loss from operations (484) (1,445) (2,303) (3,479)
Other (income) expense:
Interest income (10) (17) (60) (66)
Interest expense 82 38 133 69
Other expense (income), net 18 42 (196) 66
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Total other (income) expense 90 63 (123) 69
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Loss before taxes (574) (1,508) (2,180) (3,548)
Income tax expense (benefit) 50 -- 50 (19)
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Net loss $ (624) $ (1,508) $ (2,230) $ (3,529)
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Net loss attributable to common shares $ (972) $ (1,520) $ (3,308) $ (3,541)
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Basic and diluted net loss per common share $ (0.08) $ (0.14) $ (0.29) $ (0.32)
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Number of shares used in computing
basic and diluted per share amounts 11,630 11,017 11,594 10,947
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</TABLE>
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