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SECURITIES AND EXCHANGE 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 30, 2000
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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.
On March 30, 2000, Alpha Microsystems (the "Company") privately placed
$14.6 million (2,342,000 shares) of its restricted common stock with a number of
institutional investors led by Hampshire Equity Partners, whose investment
represents approximately $6.2 million of the total placement amount. The common
stock was priced at $6.25 per share, which represented an 11 percent discount
from the preceding 30-day average closing price of the stock, calculated on
March 18, 2000, when the Company signed the engagement letter for the private
placement. The Company intends to file a registration statement in connection
with these shares.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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: March 31, 2000 ALPHA MICROSYSTEMS
By: /s/ Robert O. Riiska
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Robert O. Riiska
Chief Financial Officer
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EXHIBIT NO. 99
MEDIA CONTACT: INVESTOR CONTACT:
Steve Shattuck Tamara Yanito
PR Manager Director, Investor Relations
714.641.6374 714.641.6216
[email protected] [email protected]
FOR IMMEDIATE RELEASE
ALPHASERV.COM COMPLETES $14.6 MILLION PRIVATE PLACEMENT OFFERING
PROCEEDS TO BE USED FOR ACCELERATED EXPANSION OF NQL INTERNET DIVISION
SANTA ANA, CALIF., MARCH 30, 2000 -ALPHASERV.COM(TM) (NASDAQ NM: ALMI), a
premier provider of Internet software solutions and professional information
technology (IT) services, today announced that it has privately placed $14.6
million (2,342,000 shares) of its restricted common stock with a number of
institutional investors led by Hampshire Equity Partners, whose investment
represents approximately $6.2 million of the total placement amount. The common
stock was priced at $6.25 per share, which represented an 11 percent discount
from the preceding 30-day average closing price of the stock, calculated on
March 18, 2000, when the company signed the engagement letter for the private
placement. The company intends to file a registration statement in connection
with these shares.
Sutro & Co. Incorporated arranged the private placement transaction. Douglas
Burke, managing director of Sutro's Emerging Growth Investment Banking Group,
commented, "We are very pleased at the enthusiastic institutional acceptance of
AlphaServ.com's strategy, especially in regards to its NQL Internet Division."
AlphaServ.com chairman, chief executive officer and president, Douglas J.
Tullio, noted that proceeds of the private placement will be used to launch a
much needed domestic and international marketing campaign involving branding and
advertising, providing an on-going promotional strategy for the company's NQL
(Network Query Language), "The Language of Intelligent Agents." Tullio stated,
"Working capital will be used to expand the company's sales and marketing,
technical development and support, and corporate infrastructure to maximize the
marketing of our NQL products."
"Since announcing the pre-release trial availability of NQL in early February,"
continued Tullio, " and the integration of wireless technologies into NQL's
total solution, we have had a significant number of downloads of NQL pre-release
1.0 by major Fortune 500 companies in addition to well-known Internet companies.
We are working with many of these companies as they perform their evaluation of
our NQL products."
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AlphaServ.com vice president of marketing Denny Michael commented, "NQL
Solutions will be focusing its marketing strategy on targeting independent IT
(information technology) consultants and Internet solutions providers, as well
as independent software vendors (ISVs), portal or vortal (vertical portal)
companies and Fortune 1000 IS (information services) professionals. The company
views the licensing of its NQL language as its flagship product and is working
to develop and implement a revenue model derived from NQL Development Kits, NQL
Runtime Workstations and NQL Runtime Servers." Michael continued, "The company
will be launching a comprehensive campaign with the goal of branding NQL as the
standard for developing intelligent agents."
NQL is a scripting programming language that is designed to streamline the
development of intelligent agents, bots and web applications. Agents in general
are software robots, which can perform repetitive computing tasks for individual
users and corporations, subsequently freeing users' time to focus on more
meaningful, productive activities. NQL-produced agents are often used to filter
and personalize the tremendous amounts of information available today,
especially over the Internet.
ABOUT ALPHASERV.COM
ALPHASERV.COM, THE D.B.A. NAME FOR ALPHA MICROSYSTEMS, OPERATES AN INTERNET
TECHNOLOGIES DIVISION, NQL SOLUTIONS, AND THE DCI PROFESSIONAL SERVICES
DIVISION. NQL SOLUTIONS IS A PREMIER PROVIDER OF INTERNET SOFTWARE SOLUTIONS TO
THE GLOBAL MARKETPLACE. THIS DIVISION DEVELOPS AND DEPLOYS ENABLING SOFTWARE
TECHNOLOGIES BASED ON ITS NETWORK QUERY LANGUAGE TO PARTNER SYSTEMS INTEGRATORS,
FORTUNE 1000 CORPORATIONS, INTERNET COMMUNITIES AND MARKETPLACES, SOFTWARE
VENDORS AND INTERNET-BASED SERVICE PROVIDERS. FOR MORE INFORMATION, VISIT
WWW.NQLSOLUTIONS.COM OR CALL 888.785.3370. THE COMPANY'S PROFESSIONAL SERVICES
DIVISION IS A PREMIER PROVIDER OF INTERNET AND INTRANET CONSULTING AND
NETWORKING, ONSITE NETWORK SUPPORT FOR CUSTOMERS PRIMARILY LOCATED IN THE
NORTHEASTERN U.S. FOR MORE INFORMATION, VISIT THE COMPANY'S WEB SITE AT
WWW.ALPHASERV.COM.
Certain statements in this press release, including the statement that the
company intends to file a registration statement in connection with the private
placement; the company will be launching a comprehensive campaign to brand NQL
as the standard for developing intelligent agents are "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) circumstances preventing the company from filing a
registration statement in a timely manner (ii) market acceptance of the
company's marketing campaign to brand NQL (iii) the company's ability to manage
personnel and external resources (iv) the company's ability to continue
developing technology that is competitive according to industry standards and
(v) any unanticipated developments with regard to the formation of the company's
subsidiary, NQL Solutions. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof.
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