<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 1, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
Commission file number 1-5560
ALPHA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2302115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 Sylvan Road, Woburn, Massachusetts 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 935-5150
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at January 29, 1995
Common Stock, par value $.25 per share 7,714,399
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - January 1, 1995 and April 3, 1994 3
Consolidated Statements of Income - Quarters and Nine Months Ended
January 1, 1995 and December 26, 1993 4
Consolidated Statements of Cash Flows - Nine Months Ended
January 1, 1995 and December 26, 1993 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART 2 OTHER INFORMATION
Item 1 - Legal Proceedings 8
Item 6 - Exhibits and Reports on Form 8-K 9
</TABLE>
STATEMENT OF FAIR PRESENTATION
The financial information included herein is unaudited. In addition,
the financial information does not include all disclosures required under
generally accepted accounting principles because certain note information
included in the Company's annual report to shareholders has been omitted and
such information should be read in conjunction with the prior year's annual
report. However, the financial information reflects all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion
of management, necessary to a fair statement of the results for the interim
periods. The Company considers the disclosures adequate to make the
information presented not misleading.
2
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<TABLE>
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)
<CAPTION>
Jan 1, April 3,
1995 1994
(unaudited) (audited)
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents at cost (approximates market) $ 2,640 $ 1,691
Accounts receivable 13,284 13,243
Inventories (Note 1) 9,306 7,613
Prepayments and other current assets 393 490
------- -------
Total current assets 25,623 23,037
------- -------
Property, plant and equipment, less accumulated depreciation and
amortization of $53,037 and $49,648 19,458 19,441
Other assets 635 507
Property held for resale 1,826 1,445
------- -------
$ 47,542 $44,430
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Notes payable, bank $ 3,000 $ 1,250
Current maturities of long-term debt 358 354
Current maturities of capital lease obligations 371 371
Accounts payable 4,781 5,065
Payroll, commissions and related expenses 3,873 4,094
Repositioning reserve 1,228 1,958
Other accrued liabilities 1,052 964
------- -------
Total current liabilities 14,663 14,056
------- -------
Long-term debt (Note 2) 4,842 4,826
------- -------
Long-term capital lease obligations 627 892
------- -------
Other long-term liabilities 709 395
------- -------
Commitments and contingencies (Note 4)
Stockholders' equity
Common stock par value $.25 per share: authorized
30,000,000 shares; issued 7,956,841 and 7,787,689 shares 1,989 1,947
Additional paid-in capital 27,802 27,325
Retained earnings (deficit) (2,549) (4,585)
Less - Treasury shares 263,996 and 262,829 shares at cost 331 331
Unearned compensation-restricted stock 210 95
------- -------
Total stockholders' equity 26,701 24,261
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$47,542 $44,430
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
<CAPTION>
Third Quarter Ended Nine Months Ended
Jan 1, Dec 26, Jan 1, Dec 26,
1995 1993 1995 1993
------ ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $19,359 $17,760 $56,287 $53,362
Cost of sales 13,494 12,952 39,407 38,580
Research and development expenses 924 912 2,722 2,266
Selling and administrative expenses 3,917 3,872 11,254 11,581
------- ------- ------- -------
Operating income 1,024 24 2,904 935
Interest expense (170) (121) (555) (594)
Interest income and other, net (15) 147 46 262
------- ------- ------- -------
Income before income taxes 839 50 2,395 603
Provision for income taxes 65 10 359 114
------- ------- ------- -------
Net income $ 774 $ 40 $ 2,036 $ 489
======= ======= ======= =======
Net income per share $ 0.10 $ - $ 0.26 $ 0.06
======= ======= ======= =======
Weighted average common shares and
common share equivalents (Note 3) 7,815 7,772 7,754 7,714
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
Nine Months Ended
Jan 1, Dec 26,
1995 1993
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,036 $ 489
Adjustments to reconcile net income to net cash provided from
(used for) operations:
Depreciation and amortization of property, plant and equipment 3,390 3,304
Amortization of unearned compensation - restricted stock, net 32 28
Increase (decrease) in other liabilities and long-term benefits 314 (110)
Increase in other assets (491) (98)
Deferred income taxes - 53
Change in assets and liabilities:
Accounts receivable (41) (880)
Inventories (1,693) (792)
Other current assets 97 (216)
Accounts payable (284) (570)
Other accrued liabilities and expenses (133) (70)
Repositioning reserve (730) -
------- -------
Net cash provided from operations 2,497 1,138
------- -------
Cash flows from investing activities:
Additions to property, plant and equipment (3,407) (1,742)
------- -------
Net cash used in investing activities (3,407) (1,742)
------- -------
Cash flows from (used in) financing activities:
Proceeds from notes payable 2,016 -
Payments on notes payable - (250)
Payments on long-term debt (246) (270)
Deferred charges related to long-term debt (18) (40)
Payments on capital lease obligations (265) (201)
Proceeds from sale of stock 42 37
Exercise of stock options 330 42
------- -------
Net cash from (used in) financing activities 1,859 (682)
------- -------
Net increase (decrease) in cash and cash equivalents 949 (1,286)
Cash and cash equivalents, beginning of period 1,691 3,426
------- -------
Cash and cash equivalents, end of period $ 2,640 $ 2,140
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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<TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
<CAPTION>
Note 1 INVENTORIES
Jan 1, April 3,
Inventories consist of the following (in thousands): 1995 1994
------ --------
<S> <C> <C>
Raw materials $3,527 $2,402
Work-in-process 3,837 3,570
Finished goods 1,942 1,641
------ ------
$9,306 $7,613
====== ======
</TABLE>
Note 2 LONG-TERM DEBT
As of April 3, 1994, the Company received a waiver of certain defaults
under its $3.1 million industrial revenue bond agreement. The Company and the
bondholder had also agreed in principle to amend the financial covenants and
related collateral which would cure any default after April 3, 1994, while
retaining the original maturity and interest rate of the bond. The bond is due
in July, 2004 and bears interest at a rate of 10.25% payable semi-annually.
The amended agreement dated, September 16, 1994, formalized what the parties
had previously agreed to in principle which was to modify certain financial
covenants and to provide as additional collateral a pledge of lease revenues of
its Methuen facility and a second mortgage on its Woburn facility.
Note 3 EARNINGS PER SHARE
Earnings per common share for the nine months ended January 1, 1995 and
December 26, 1993 were computed using the weighted average number of common
shares and common equivalent shares outstanding during the periods of 7,754,486
and 7,714,003 shares, respectively.
Note 4 COMMITMENTS AND CONTINGENCIES
The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.
6
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PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales for the third quarter ended January 1, 1995, were $19.4 million,
an increase of 9%, compared with sales of $17.8 million for the same period
last year. Year-to-date sales at January 1, 1995, were $56.3 million, an
increase of 6% compared with $53.4 million for the same period last year.
The year and quarter-to-date sales increases continue to be attributable
to commercial products primarily for wireless communications. Year and
quarter-to-date foreign sales increased $2.1 million and $900 thousand
respectively, and represent 31% of total sales versus 29% for the comparable
periods last year. The year and quarter-to-date increases in foreign sales
continues to be a result of increased shipments for ceramic products for
cellular telephones and base stations.
New orders for the third quarter were $21.1 million, an increase of 25%
over the comparable period last year. Year-to-date orders of $60.7 million,
increased 8% over the same period last year. These results include a small
portion of the two large wireless communication orders received in the third
quarter. While significant shipments of these orders are scheduled to begin in
the first quarter of fiscal 1996, initial products for the $20 million Motorola
order have been shipped and accepted. The increase in orders reflects the
penetration of the dynamic wireless communication arena. The continued growth
for wireless communication products was partially offset by the continued
decline in traditional military products. Even though orders for traditional
military products declined there is still interest for developmental military
programs that will help enhance technology for wireless applications. Wireless
orders represent approximately 61% of the new orders. As of January 1, 1995,
backlog totaled $27.8 million.
The Company realized operating income of $1.0 million for the quarter
and $2.9 million for the nine months of fiscal 1995 compared with $24 thousand
and $935 thousand for the comparable periods last year. The increase in
operating income for the quarter was the result of (a) increased sales volume
and (b) reductions of fixed costs resulting from the repositioning actions
completed in the fourth quarter of fiscal 1994. The increase in operating
income for the year include (a) increased sales volume, (b) reductions of fixed
costs resulting from the repositioning actions completed in the fourth quarter
of fiscal 1994 and (c) decreased selling and administrative costs. Selling and
administrative costs increased $45 thousand for the quarter and decreased $327
thousand for the first nine months. The increase for the quarter was due to
increased sales volume which resulted in increased selling expenses whereas the
year-to-date decrease was attributable to a 20% reduction in administrative
personnel. Partially offsetting these costs reductions was the increased
Company investment in research and development. R&D increased $456 thousand
for the first nine months of fiscal 1995 over the comparable period last year.
Customer sponsored R&D decreased, particularly customer funded programs such as
SADARM and Longbow. As customer sponsored R&D decreased, the Company sponsored
R&D increased because of the Company's strong commitment to developing new
communications products. However, when appropriate the Company will try to fund
its R&D through collaborative developmental contracts.
Interest expense for the third quarter increased $49 thousand due to increased
short-term borrowings. Year-to-date interest expense decreased $39 thousand
since certain finance costs associated with the Methuen facility were charged
to the repositioning cost in the fourth quarter of fiscal 1994.
Net income for the first nine months of fiscal 1995 totaled $2.0 million or
$0.26 per share compared with $489 thousand or $0.06 per share for fiscal 1994.
Net income for the third fiscal quarter was $774 thousand or $0.10 per share
versus net income of $40 thousand or $0.00 per share for the third quarter
of fiscal 1994.
7
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Financial Condition
At January 1, 1995, working capital totaled $11.0 million and included
$2.6 million in cash and cash equivalents, compared with $9.0 million of
working capital at the end of fiscal 1994. Cash increased $949 thousand for
the first nine months of fiscal 1995 mainly as a result of proceeds from the
Company's line of credit and a Community Development Block Grant from the State
of Maryland. With cash and cash equivalents of $2.6 million and $4.5 million
remaining available on its line of credit, the Company believes it has adequate
funds to support its current working capital requirements. During the first
nine months of fiscal 1995, the Company purchased $3.4 million of equipment for
semiconductor and microwave ceramic manufacturing operations as well as various
information technology equipment. With increase demand for wireless products,
the Company expects to increase its need for equipment and capacity. The
Company has already obtained a $3.0 million operating lease line and funding of
$331 thousand for equipment purchases related to wireless products. Also due to
the increased new business for wireless products, Trans-Tech, Inc. is leasing
an additional 21,000 square foot facility. The equipping and renovating of this
facility is not yet completed but it is expected that this facility will be
fully operational during the first quarter of fiscal 1996 with minimal effect
on supplying our customers' requirements. During the last quarter, the Company
received preliminary approval from the state of Maryland for approximately $2.0
million to finance its expansion to meet order requirements particularly for
wireless products. As demand for capacity increases, the Company will continue
to seek alternative sources of funding capital.
Also during the quarter the Alpha Microwave Woburn Operation received
certification under the ISO 9001 Quality System Standard on its first attempt,
achieving a global standard of excellence. The International Organization for
Standardization (ISO) is the official agency for global quality standardization
comprising over 90 countries.
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company does not have any material pending legal proceedings other than
routine litigation incidental to its business.
The Company has been notified by federal and state environmental agencies of
its potential liability with respect to the following two sites: the Spectron,
Inc. Superfund site in Elkton, Maryland; and the Seaboard Chemical Corporation
site in Jamestown, North Carolina. In each case several hundred other
companies have also been notified about their potential liability regarding
these sites. The Company continues to deny that it has any responsibility
with respect to these sites other than as a de minimis party. Management is
of the opinion that the outcome of the aforementioned environmental matters
will not have a material effect on the Company's operations.
8
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ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Certificate of Incorporation and By-laws.
(a) Composite Certificate of Incorporation dated May 26, 1966 as
amended March 21, 1967 and October 27, 1967 (Filed as Exhibits
3(a), (b) and (c) to Registrant's Registration Statement on
Form S-1 (Registration No. 2-27685)*, October 6, 1978 (Filed as
Exhibit A to Proxy Statement dated July 27, 1978)*, October 22,
1979 (Filed as Exhibit (a)(3)(3) to Annual Report on Form 10-K
for fiscal year ended March 31, 1981)*, September 30, 1981
(Filed as Exhibit 20(b) to Quarterly Report on Form 10-Q for
quarter ended September 30, 1981)*, February 8, 1983 (Filed as
Exhibit 19(a) to Quarterly Report on Form 10-Q for quarter ended
December 31, 1983)*, December 3, 1985 (Filed as Exhibit 3(a)
to Annual Report on Form 10-K for the year ended March 31, 1986)*
and October 20, 1986 (Filed as Exhibit 3(a) to Annual Report on
Form 10-K for the year ended March 31, 1987)*.
(4) Instruments defining rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to
Registration Statement on Form S-1 (Registration No. 2-25197))*.
(b) Loan Agreement between City of Woburn, Massachusetts and
Registrant dated December 1, 1979 and Mortgage and Indenture of
Trust among City of Woburn, Registrant and The First National
Bank of Boston (Filed as Exhibit (a) to Registration Statement
on Form S-7 (Registration No. 2-67752))*, as amended by Amendments
to Loan Agreement made as of September 2, 1980 and April 1, 1981
and First Supplemental Indenture made July 21, 1981 (Filed as
Exhibit 21(a) to Annual Report on Form 10-K for the year ended
March 31, 1982)*; further amended by Third Amendment to Loan
Agreement and Second Supplemental Mortgage and Indenture
of Trust each dated March 1, 1991, and amended and restated
Guaranty Agreement between Registrant and The First National
Bank of Boston, as Trustee dated March 1, 1991 (Filed as Exhibit
4(b) to the Annual Report on Form 10-K for the year ended March
29, 1992)*.
(c) Frederick County Industrial Development Revenue Bond, Deed of
Trust, Loan Agreement and Guaranty and Indemnification Agreement
dated June 17, 1982 (Filed as Exhibit 4(g) to the Registration
Statement on Form S-8 filed July 29, 1982)*. Bond and Loan
Document Modification Agreement dated December 9, 1993 (Filed
as Exhibit 4(c) to the Quarterly Report on Form 10-Q for the
quarter ended December 26, 1993)*.
(d) Methuen, Massachusetts Industrial Revenue Mortgage, Indenture of
Trust and Agreement among Massachusetts Industrial Finance
Agency, Registrant and The First National Bank of Boston, as
Trustee; Guaranty Agreement among Registrant, The First National
Bank of Boston, as Trustee and Massachusetts Industrial
Finance Agency dated as of August 1, 1984 and amended on November
20, 1990; and Agreement between Massachusetts Industrial Finance
Agency and Registrant dated August 1, 1984 and amended November
20, 1990 (Original Agreement filed as Exhibit 4(b) to the
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1984)* (Amendment filed as Exhibit 4(e) to the
Quarterly Report on Form 10-Q for the quarter ended December
30, 1990)*.
(e) Line of Credit Agreement between Registrant and Silicon Valley
Bank dated as of November 20, 1990 (Original Agreement filed
as Exhibit 4(f) to the Quarterly Report on Form 10-Q for the
quarter ended December 30, 1990)*; amended September 1, 1991
(Filed as Exhibit 4(f) to the Quarterly Report on Form 10-Q for
the quarter ended September 29, 1991)*; amended September 8,
1992 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q
for the quarter ended September 27, 1992)*; amended February 18,
1993 (Filed as Exhibit 4(e) to the Annual Report on Form 10-K
for the year ended March 28, 1993)*; amended June 18, 1993 (Filed
as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the
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quarter ended October 2, 1994)*; amended September 3, 1993
(Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for
the quarter ended September 26, 1993)*; amended April 1, 1994
(Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for
the quarter ended July 3, 1994)* and further amended September
5, 1994 (Filed as Exhibit 4(e) to the Quarterly Report on Form
10-Q for the quarter ended October 2, 1994)*.
(f) Loan Contract dated January 21, 1985, First Amendment to Loan
Contract dated October 11, 1985 and Second Amendment to Loan
Contract dated December 19, 1986 each between Registrant, the
City of Lawrence and the Lawrence Redevelopment Authority;
Guaranty Agreement dated January 21, 1985 and First Amendment to
Guaranty Agreement dated October 11, 1985, each between
Registrant and the Lawrence Redevelopment Authority; and Urban
Development Action Grant (UDAG) (Grant Number: B-84-AA-25-0142)
and Amendment thereto, each dated April 6, 1984 and each between
the City of Lawrence and the United States Department of Housing
and Urban Development (Filed as Exhibit 4(k) to the Annual Report
on Form 10-K for the fiscal year ended March 31, 1986)*.
(g) Amended and Restated Rights Agreement dated as of November 24,
1986, as amended and restated July 3, 1990 and as further
amended September 9, 1990 and September 24, 1990, between
Registrant and The First National Bank of Boston, as Rights
Agent (The July 3, 1990 restatement and the September 9, 1990 and
September 24, 1990 amendments were filed as Exhibit 4 to the
Current Report on Form 8-K dated July 3, 1990 and Exhibits 4(a)
and 4(b) to the Current Report on Form 8-K dated September 18,
1990, respectively)*.
(h) Loan and Security Agreement dated December 15, 1993 between
Trans-Tech, Inc., and County Commissioners of Frederick County.
(Filed as Exhibit 4(h) to the Quarterly Report on Form 10-Q for
the quarter ended July 3, 1994)*.
(i) Stock Purchase Warrant for 50,000 shares of the Registrant's
Common Stock issued to Silicon Valley Bank as of April 1, 1994
(Filed as Exhibit 4(i) to the Quarterly Report on Form 10-Q for
the quarter ended July 3, 1994)*.
(j) Mortgage, Fixture Financing Statement and Assignment of Leases
and Rents dated September 16, 1994 between The First National
Bank of Boston, as Trustee and Registrant and First Amendment
to Mortgage, Fixture Financing Statement and Assignment of
Leases and Rents dated October 12, 1994 between The First
National Bank of Boston, as Trustee and Registrant. Amendment No.
1 to Amended and Restated Guaranty Agreement dated September 16,
1994 between The First National Bank of Boston as Trustee, The
First National Bank of Boston and the Massachusetts Industrial
Finance Agency (Filed as Exhibit 4(j) to the Quarterly Report
on Form 10-Q for the quarter ended October 2, 1994)*.
(10) Material Contracts.
(a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan (Filed as
Exhibit 28(a) to Registration Statement on Form S-8 filed January
12, 1987)* as amended (Filed as Exhibit 10(a) to the Annual
Report on Form 10-K for the fiscal year ended March 29, 1992)*
and as further amended (Filed as Exhibit 10(a) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1994)*.
(b) Alpha Industries, Inc., Employee Stock Purchase Plan (Filed as
Exhibit 28(a) to Registration Statement on Form S-8 filed
January 9, 1990)* and amended October 22, 1992 (Filed as Exhibit
10(b) to the Annual Report on Form 10-K for the fiscal year
ended March 28, 1993)*.
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(c) SERP Trust Agreement between the Registrant and the First
National Bank of Boston as Trustee dated April 8, 1991 (Filed
as Exhibit 10(c) to the Annual Report on Form 10-K for the
fiscal year ended March 31, 1991)*.
(d) Equipment Leasing Agreement from BOT Financial Corporation to
the Registrant dated February 11, 1991 (Filed as Exhibit 4(i) to
the Annual Report on Form 10-K for the fiscal year ended March
31, 1991)*.
(e) Digital Business Agreement between Digital Equipment Corporation
and Registrant dated April 2, 1990. Master Lease Addendum (Ref.
No. 6260) to Digital Business Agreement No. 3511900 between
Digital Equipment Corporation and Registrant dated April 2, 1990
(Filed as Exhibit 10(g) to the Annual Report on Form 10-K
for the fiscal year ended March 29, 1992)*.
(f) Common Stock Purchase Agreement dated November 8, 1990 between
Registrant and Shamie Management Corporation (Filed as Exhibit
10(h) to the Annual Report on Form 10-K for the fiscal year
ended March 29, 1992)*.
(g) Alpha Industries, Inc., Long-Term Compensation Plan dated
September 24, 1990 (Filed as Exhibit 10(i) to the Annual Report
on Form 10-K for the fiscal year ended March 29, 1992)* and
amended March 28, 1991 (Filed as Exhibit 10 (a) to the Quarterly
Report on Form 10-Q for the quarter ended June 27, 1993)*.
(h) Master Equipment Lease Agreement between AT&T Commercial Finance
Corporation and the Registrant dated June 19, 1992 (Filed as
Exhibit 10(j) to the Annual Report on Form 10-K for the fiscal
year ended March 28, 1993)*.
(i) Employment Agreement dated October 1, 1990 between the Registrant
and Martin J. Reid, as amended March 26, 1992 and amended January
19, 1993 (Filed as Exhibit 10(k) to the Annual Report on Form
10-K for the fiscal year ended March 28, 1993)* and amended
August 10, 1993 (Filed as Exhibit 10(j) to the Quarterly Report
on Form 10-Q for the quarter ended July 3, 1994)*.
(j) Employment Agreement dated October 1, 1990 between the Registrant
and George S. Kariotis, as amended May 15, 1991 and amended
January 22, 1993 (Filed as Exhibit 10(l) to the Annual Report
on Form 10-K for the fiscal year ended March 28, 1993)* and
amended August 10, 1993 (Filed as Exhibit 10(k) to the
Quarterly Report on Form 10-Q for the quarter ended July 3,
1994)*.
(k) Employment Agreement dated October 1, 1990 between the
Registrant and Patrick Daniel Gallagher, as amended March 24,
1992 and further amended by Second Amendment dated September
29, 1992 and Third Amendment dated January 20, 1993 (Filed as
Exhibit 10(m) to the Annual Report on Form 10-K for the
fiscal year ended March 28, 1993)* and Fourth Amendment August
3, 1994 (Filed as Exhibit 10(l) to the Quarterly Report on Form
10-Q for the quarter ended October 2, 1994)*.
(l) Employment Agreement dated October 1, 1990 between the Registrant
and Robert E. Goldwasser as amended April 13, 1993 and further
amended by Second Amendment dated September 29, 1992 and Third
Amendment dated January 20, 1993 (Filed as Exhibit 10(o) to the
Annual Report on Form 10-K for the fiscal year ended March
28, 1993)*.
(m) Employment Agreement dated April 28, 1994 between the Registrant
and Joseph J. Alberici (Filed as Exhibit 10(o) to the Annual
Report on Form 10-K for the fiscal year ended April 3, 1994)*;
and further amended August 3, 1994 (Filed as Exhibit 10(n) to
the Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994)*.
(n) Consulting Agreement dated August 13, 1992 between the Registrant
and Sidney Topol. (Filed as Exhibit 10(p) to the Annual Report on
Form 10-K for the fiscal year ended April 3, 1994)*.
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(o) Employment Agreement dated August 3, 1994 between the Registrant
and Thomas C. Leonard (Filed as Exhibit 10(p) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1994)*.
(p) Master Lease Agreement between Comdisco, Inc. and the Registrant
dated September 16, 1994 (Filed as Exhibit 10(q) to the
Quarterly Report on Form 10-Q for the quarter ended October
2, 1994)*.
(q) Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan for
Non-Employee Directors (Filed as Exhibit 10(r) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1994)*.
(11) Statement re computation of per share earnings**.
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and
Exchange Commission during the fiscal quarter ended
January 1, 1995.
-------------
* Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to
the Securities Exchange Act of 1934, as amended, reference is hereby made
to documents previously filed with the Commission, which are incorporated
by reference herein.
** Reference is made to Note 3 of the Notes to Consolidated Financial
Statements on Page 6 of this Quarterly Report on Form 10-Q, which Note 3
is hereby incorporated by reference herein.
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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 thereunto duly authorized.
Date: March 22, 1995
Alpha Industries, Inc. and Subsidiaries
Registrant
/s/ Martin J. Reid
-----------------------------
Martin J. Reid
Chief Executive Officer
President and Director
/s/ Paul E. Vincent
------------------------------
Paul E. Vincent
Corporate Controller
Principal Accounting Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED IN PART FROM THE
FINANCIAL STATEMENTS OF ALPHA INDUSTRIES, INC. AND SUBSIDIARIES AS OF AND FOR
THE NINE MONTHS ENDED JANUARY 1, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-02-1995
<PERIOD-START> APR-04-1994
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0
0
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