<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
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 Number)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------------
ALPHA INDUSTRIES, INC.
1999 EMPLOYEE LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
GORDON H. HAYES, JR., ESQUIRE
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET, BOSTON, MASSACHUSETTS 02110
(617) 248-7000
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
--------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $ .25 par value 3,610,000 Shares (2) $24.8125 $89,573,125 $23,648
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</TABLE>
(1) The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the average of the high
and low reported price of the Common Stock of Alpha Industries, Inc. on the
Nasdaq National Market on October 18, 2000.
(2) Such presently indeterminable number of additional shares of Common Stock
are registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, stock combination or other similar change in the Common Stock.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
April 2, 2000 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant's Annual Report referred to in (a) above, including
without limitation, (i) the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 2, 2000; (ii) the Registrant's
Current Report on Form 8-K dated May 5, 2000; and (iii) the
Registrant's Proxy Statement for the annual meeting of stockholders
held on September 11, 2000; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Registration No.
0-24357) filed under the Exchange Act with the Securities and Exchange
Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of directors to the Registrant or its
stockholders for monetary damages for breaches of their fiduciary duty (subject
to certain exceptions, such as breaches of the duty of loyalty to registrant or
its stockholders), and provides that the Registrant may indemnify its officers
and directors to the full extent permitted by law.
The Registrant's Amended and Restated By-laws include provisions for
mandatory indemnification of its officers and directors provided certain
conditions are met. Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to indemnify directors, officers, employees or
agents of the corporation in non-derivative suits if such party acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful, as
determined in accordance with the Delaware General Corporation Law. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits or otherwise.
The effect of these provisions would be to permit such indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended, to the extent permitted under such act.
The Registrant has directors' and officers' liability insurance.
<PAGE> 3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
NUMBER DESCRIPTION
------ -----------
4(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (Registration
No. 33-63857)).*
4(b) Description of Capital Stock (contained in the Registrant's Restated
Certificate of Incorporation filed as Exhibit 3(a) to the Registrant's
Registration Statement on Form S-3 (Registration No. 33-63857)).*
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5
hereof).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99 Alpha Industries, Inc. 1999 Employee Long-Term Incentive Plan dated
April 27, 1999, as amended on April 26, 2000.
--------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to documents
previously filed with the Commission, which are incorporated by reference
herein.
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[SIGNATURES FOLLOW]
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woburn, Commonwealth of Massachusetts, on
October 20, 2000.
ALPHA INDUSTRIES, INC.
By: /s/ David J. Aldrich
-------------------------------------
DAVID J. ALDRICH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Aldrich and Thomas C. Leonard, and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Thomas C. Leonard Chairman of the Board October 20, 2000
------------------------------------
THOMAS C. LEONARD
/s/ David J. Aldrich President, Chief Executive October 20, 2000
------------------------------------ Officer and Director
DAVID J. ALDRICH
/s/ Paul E. Vincent Chief Financial Officer October 20, 2000
------------------------------------ Principal Financial Officer and
PAUL E. VINCENT Principal Accounting Officer
/s/ Timothy R. Furey Director October 20, 2000
------------------------------------
TIMOTHY R. FUREY
/s/ James W. Henderson Director October 20, 2000
------------------------------------
JAMES W. HENDERSON
/s/ George S. Kariotis Director October 20, 2000
------------------------------------
GEORGE S. KARIOTIS
/s/ Arthur Pappas Director October 20, 2000
------------------------------------
ARTHUR PAPPAS
Director October __, 2000
------------------------------------
SIDNEY TOPOL
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
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4(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
to the Registrant's Registration Statement on Form S-3
(Registration No. 33-63857)).*
4(b) Description of Capital Stock (contained in the Registrant's
Restated Certificate of Incorporation filed as Exhibit 3(a)
to the Registrant's Registration Statement on Form S-3
(Registration No. 33-63857)).*
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5 hereof).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
99 Alpha Industries, Inc. 1999 Employee Long-Term Incentive
Plan dated April 27, 1999, as amended on April 26, 2000.
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
