SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of (earliest event reported): February 10, 2000
ALPHA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5560 No. 04-2302115
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
20 Sylvan Road, Woburn, MA 01801
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 935-5150
Item 5. OTHER EVENTS
Alpha Industries, Inc., a Delaware corporation ("Alpha"), entered into a
definitive agreement on February 10, 2000 to acquire privately-held Network
Device, Inc., a California corporation ("NDI") and a provider of advanced
technology gallium arsenide (GaAs) IC design and fabrication, especially
heterojunction bipolar transistor (HBT), to the rapidly-growing markets for
wireless telephones and other wireless technologies.
Under the terms of the acquisition, the number of shares of Alpha common
stock to be exchanged for all outstanding shares and options of NDI will be
determined by a formula based on an average closing price for shares of
Alpha common stock for a specified period prior to the closing of the
transaction. Using the closing price for Alpha common stock on February
10, 2000, the number of Alpha shares to be issued pursuant to the
acquisition agreement would be approximately 1.20 million, valued at
approximately $141 million. The acquisition will be accounted for as a
pooling of interests and is expected to be completed in the first half of
Alpha's fiscal year 2001. The holders of a majority of the outstanding
shares of NDI have signed agreements to vote in favor of the acquisition.
The acquisition of NDI has been approved by the board of directors of both
companies and is subject to various closing conditions, including approval
under the Hart-Scott-Rodino Antitrust Improvements Act.
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.
ALPHA INDUSTRIES, INC.
Date: February 16, 2000 By: /s/ David J. Aldrich
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David J. Aldrich
President and Chief Operating Officer
