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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) March 17, 1999
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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
AlphaServ.com's engagement of an investment banker to seek a private placement
of common equity or equity-related securities and assist in a proposed spin-off
of its Internet Division.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibits: The following is included with this report:
Item Exhibit No.
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Press Release 99
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: March 17, 1999 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
Contacts:
Connie McCluskey Jeffrey J. Dunnigan
IR Strategies Chief Financial Officer
714-573-1115 AlphaServ.com
[email protected] 714-641-6220
[email protected]
FOR IMMEDIATE RELEASE
ALPHASERV.COM SELECTS INVESTMENT BANKER TO SEEK PRIVATE PLACEMENT AND
ASSIST IN PROPOSED SPIN-OFF OF INTERNET DIVISION
SANTA ANA, CALIF., MARCH 17, 1999 - ALPHA MICROSYSTEMS (Nasdaq: ALMI), now doing
business as AlphaServ.com, a premier provider of true multi-vendor services to
the information technology marketplace which also markets Internet technology to
businesses through its AlphaCONNECT Internet division, has engaged an investment
banker to assist with a private placement of common equity or equity-related
securities, and with structuring a proposed spin-off of its AlphaCONNECT
Internet division.
Separately, SalomonSmithBarney, recently engaged by the Company to
evaluate strategic options pertaining to the possible sale of the AlphaCONNECT
Internet division or of the technology, will continue to pursue those options.
"This engagement of an investment banker known for its expertise in the
Internet technology arena allows the company to strengthen the breadth of
available opportunities," commented AlphaServ.com chairman, chief executive
officer and president Douglas J. Tullio. "Our goal remains the same - to
maximize the full potential of AlphaCONNECT for the Company and for our
shareholders," added Tullio.
Amount, terms and timing of such private placement have not yet been
determined. Any private placement is dependent on locating investors and
structuring an investment acceptable to the Company. The securities have not
been and will not be registered under the Securities Act of 1933 and may not be
sold without registration or an applicable exemption from registration
requirements.
-MORE-
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ABOUT ALPHASERV.COM
AlphaServ.com is dedicated to being a premier provider of true multi-vendor
services to the IT marketplace, including on-site 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.alphamicro.com or
www.alphaserv.com .
ABOUT ALPHACONNECT
AlphaCONNECT, a division of AlphaServ.com, offers powerful foundation
technologies for business intelligence software serving the Internet, intranet,
corporate information technology, and software development markets. Both
AlphaServ.com and its independent vendor partners use AlphaCONNECT to create
awarded-winning business-to-business and consumer-based products. For more
information, visit the company's Web site at www.alphaconnect.com.
Certain statements in this press release are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. The
Company's ability to effect a proposed private placement of common equity or
equity-related securities and the proposed spin-off of the Company's Internet
division involve known and unknown risks and uncertainties, including (i) the
ability to locate investors acceptable to the Company and to structure terms
acceptable to the Company, and (ii) the advisor's ability to provide a vehicle
to spin-off the Company's AlphaCONNECT Internet division that is acceptable to
the Company. Readers are cautioned not to place reliance on these
forward-looking statements, which speak only as of the date hereof. This does
not constitute an offer by the Company to sell or a solicitation of an offer to
buy securities.
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