<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
APRIL 30, 1996
REGISTRATION NO. 33-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
ALPHA TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State of other jurisdiction of incorporation or
organization)
76-0079338
(I.R.S. Employer Identification Number)
750 LEXINGTON AVENUE
27TH FLOOR
NEW YORK, NY 10022
(Address of Principal Executive Offices)
1994 STOCK OPTION PLAN
(Full title of the Plan)
------------------------
LAWRENCE BUTLER, PRESIDENT
750 LEXINGTON AVENUE
27TH FLOOR
NEW YORK, NY 10022
(Name and address of agent for service)
Telephone number, including area code of agent for service:
(212) 446-5258
--------------------------
Copy to:
ROBERT W. FORMAN, ESQ.
GREENBERGER & FORMAN
1370 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-4602
(212) 757-4001
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share* price* fee
- --------------- ---------- -------------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.03 par
value 1,000,000 $6-15/16 $6,937,500 $2,358.75
===============================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 on the basis of the
closing price of the Company's Common Stock as quoted on the NASDAQ Stock
Market on April 17, 1996.
<PAGE>
1,000,000 Shares of Common Stock
($.03 Par Value)
1994 STOCK OPTION PLAN,
AS AMENDED AND RESTATED
OF
ALPHA TECHNOLOGIES GROUP, INC.
------------------------------
This Prospectus covers the offer and sale of up to 1,000,000 shares of
Common Stock, par value $.03 per share (the "Common Stock"), of Alpha
Technologies Group, Inc. (the "Company") to employees, directors and consultants
of the Company who have been or may be granted options pursuant to the Company's
1994 Stock Option Plan, as amended and restated (the "Plan"). The offer is made
at the prices and on the terms and conditions contained in the Common Stock
options granted or to be granted pursuant to the Plan.
The Shares covered by this Prospectus are traded on the NASDAQ National
Market System. Employees who are not "affiliates" of the Company (as that term
is defined in Rule 405 of the Securities Act of 1933, as amended (the "Act"))
and who exercise options to purchase Shares under the Plan may resell such
Shares from time to time.
This Prospectus is not available for resale of the securities described
herein by persons who are "affiliates" of the Company, as that term is defined
in Rule 405 under the Act. Such resales may be made pursuant to Rule 144 under
the Act or pursuant to a registration under Rule 415 under the Act by means of a
separate prospectus. See - "Restrictions on Resale"
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________
APRIL 30, 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER
TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR
DOES IT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company........................................... 3
Alpha Technologies Group, Inc. 1994 Stock
Option Plan, as Amended and Restated................ 4
General Information.......................... 4
Summary of the Plan.......................... 4
Administration............................. 5
Eligibility and Extent of Participation.... 5
Purchase Price of Exercise of Options...... 6
Expiration and Transfer of Options......... 6
Adjustment of Shares....................... 7
Amendments to and Termination of the Plan.. 7
Federal Income Tax Consequences.............. 8
Restrictions on Resale of Stock....................... 9
Description of Capital Stock.......................... 9
Experts............................................... 10
Legal Matters......................................... 10
Statement on Indemnification.......................... 10
Available Information................................. 11
Information Incorporated by Reference................. 11
</TABLE>
2
<PAGE>
THE COMPANY
GENERAL
Alpha Technologies Group, Inc. ("Alpha" or the "Company"), through its
wholly owned subsidiary, Wakefield Engineering, Inc. ("Wakefield"), and its 80%-
owned subsidiary, Uni-Star Industries, Inc. ("Uni-Star"), designs, manufactures
and sells thermal management products and connectors. The Company's thermal
management products serve the microprocessor, computer, consumer electronics,
transportation and other industries, and its connector products serve the
defense, telecommunications, automotive and aerospace industries. Thermal
management products, principally heat sinks, remove excess heat generated by
electronic components within personal computers, power supplies, stereo
amplifiers and other electronic systems. The Company also designs, manufactures
and sells miniature, micro-miniature and nano-miniature connectors to meet rigid
industrial and military specifications. Most of the Company's connectors are
customized products sold to niche markets.
The Company was incorporated under its original name, Synercom Technology,
Inc., in Texas in 1969, as a software company, and was reincorporated in
Delaware in 1983. In 1993, the Company began its transformation from a software
company to its current business. In September of 1994, the Company sold its
remaining aspects of its software and related services business ("Information
Solutions Segment" or "ISS"). Since October 1993, the Company has grown through
a combination of acquisitions and internal growth.
ACQUISITIONS
The following table sets forth the significant acquisitions made by the
Company during the last three fiscal years:
MONTH ACQUIRED BUSINESS
-------------- --------
October 1993............ Thermal management operations in
Wakefield and Fall River, Massachusetts
("Wakefield")
June 1994............... Connector and related product operations
in South Pasadena, California,
Montgomeryville, Pennsylvania and
Cincinnati, Ohio ("Uni-Star")
August 1994............. Thermal management operations in Temecula,
California ("Ahamtor")
June 1995............... Aluminum extrusion operations in Fullerton,
California ("Specialty")
Wakefield is a wholly-owned subsidiary of the Company; Ahamtor is a
division of Wakefield and Specialty is a wholly-owned subsidiary of Wakefield.
Uni-Star is an 80%-owned subsidiary of the Company.
3
<PAGE>
DISCONTINUED OPERATION
In September of 1994, the Company sold the assets and business of ISS for
$4,000,000, of which $2,000,000 was paid at closing, $1,000,000 was paid in
January of 1995 and the final $1,000,000 was paid in March 1995.
ALPHA TECHNOLOGIES GROUP, INC.
1994 STOCK OPTION PLAN
AS AMENDED AND RESTATED
GENERAL INFORMATION
In September 1994, the Company's Board of Directors adopted the Plan
under which 400,000 shares of the Company's Common Stock, $.03 par value, as
adjusted for stock splits, were reserved for issuance under options granted or
to be granted to employees, director or consultants of the Company or any parent
or subsidiary thereof during the ten year term of the Plan. The stockholders of
the Company approved the Plan in April 1995. In April 1995, the Board adopted
an amendment (the "Amendment") to the Plan increasing the number of shares that
could be issued thereunder to 1,000,000. The Amendment was approved by
stockholders in April 1996.
SUMMARY OF THE PLAN
The following summary of the Plan is not intended to be complete, and
is qualified in its entirety by reference to the Plan itself, a copy of which
may be obtained without charge from the Company by requesting a copy from Alpha
Technologies Group, Inc., 330 Barker Cypress Road, Suite 270, Houston, TX 77094,
telephone 713-647-9941, facsimile 713-647-0587.
The primary purpose of the Plan is to provide a continuing, long-term
incentive to the Company and its subsidiaries so that the Company will be able
to attract and retain qualified personnel. Options granted to employees under
the Plan may be either incentive stock options, within the meaning of Section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code"),
("Incentive Stock Options") or options which do not constitute Incentive Stock
Options. Options granted to non-employee directors or consultants under the Plan
will be Options which do not constitute Incentive Stock Options. The Plan is not
subject to any of the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA") nor is it a qualified plan under Section 401(a) of the Code.
See "FEDERAL INCOME TAX CONSEQUENCES."
4
<PAGE>
ADMINISTRATION
The Plan is administered by a Committee (the "Committee"), appointed
by the Board of Directors (the "Board"), consisting of not less than two outside
members of the Board within the meaning of Rule 16b-3 promulgated under the
Exchange Act and Section 162(m) of the Code. The interpretations and
constructions by the Committee of any provisions of the Plan and of Options
granted thereunder, and such determinations of the Committee as it deems
appropriate for the administration of the Plan and of Options granted
thereunder, are final and conclusive on all persons having any interest
thereunder. The present members of the Committee are Frederick Heim and Donald
K. Grierson.
The Committee has the authority, in its discretion and subject to the
express provisions of the Plan, to determine the individuals to receive Options,
the time when they will receive such Options, the purchase price and the number
of Shares which will be subject to each Option, and the other terms and
provisions of the respective Options (which need not be identical). Under the
Plan, commencing in 1996, the maximum number of options that may be granted
under the Plan to an individual during any calendar year may not exceed 100,000.
ELIGIBILITY AND EXTENT OF PARTICIPATION
Options may be granted only to employees, consultants and directors of
the Company and its subsidiaries. Incentive Stock Options may be granted only to
individuals who are employees (including officers and directors who are also
employees) of the Company or any parent or subsidiary corporation (as defined in
Section 424 of the Code) of the Company at the time the Option is granted;
provided, however, that Options which do not constitute Incentive Stock Options
may be granted to individuals who are consultants or directors of the Company or
any such parent or subsidiary corporation. As of April 17, 1996, approximately
700 individuals were eligible to receive Options, and Options were held by 77
individual(s) under the Plan. Subject to the terms of the Plan, the Committee
has full and final authority to determine the persons who are to be granted
Options under the Plan and the number of Shares subject to each Option.
5
<PAGE>
PURCHASE PRICE AND EXERCISE OF OPTIONS
The purchase price for each Share issuable upon exercise of an
Incentive Stock Option shall not be less than 100% of the fair market value of
such Share on the date the Option is granted, except that no Incentive Stock
Option shall be granted to an individual if, at the time the Option is granted,
such individual beneficially owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporation, within the meaning of Section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at least 110%
of the fair market value of the Stock subject to the Option and (ii) such Option
by its terms is not exercisable after the expiration of five years from the date
of the grant. To the extent that the aggregate fair market value (determined at
the time the respective Incentive Stock Option is granted) of stock with respect
to which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive stock options plans of
the Company and its parent and subsidiary corporations exceeds $100,000, such
excess Incentive Stock Options shall be treated as Options which do not
constitute Incentive Stock Options. The Committee may authorize the purchase
price to be paid in whole, or in part, by delivery of shares of the Company's
common stock having a fair market value equal to the option exercise price.
An Option may be exercised in such amounts and at such times as may be
determined by the Committee at the time of grant of such Option. An Option
Agreement may provide for the surrender of the right to purchase shares under
the Option in return for a payment in cash or shares of Stock or a combination
of cash and shares of Stock equal in value to the excess of the fair market
value of the shares with respect to which the right to purchase is surrendered
over the option price therefor ("Stock Appreciation Rights"), on such terms and
conditions as the Committee in its sole discretion may prescribe. To the extent
that an Option is not exercised within the period of exercisability fixed by the
Committee, it will expire as to the then unexercised part.
EXPIRATION AND TRANSFER OF OPTIONS
Options are non-transferable, except by will or by the laws of descent
and distribution. During the lifetime of each Option holder, only that person
may exercise the Option.
6
<PAGE>
ADJUSTMENT OF SHARES
If any change is made in the Shares subject to the Plan, or subject to
any Option granted under the Plan, through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of
Shares, rights offerings, change in the corporate structure of the Company, or
otherwise, such adjustment shall be made as to the maximum number of Shares
subject to the Plan, and the number of Shares and prices per share of stock
subject to outstanding Options as the Committee may deem appropriate. In
addition, in certain events involving a "Change of Control" (as defined in the
Plan), the Committee may accelerate the time in which options may be exercised,
require the surrender of options in exchange for the payment to the optionee of
the "Change of Control Value" (as defined in the Plan) or make other adjustments
to the options as provided in the Plan.
AMENDMENTS TO AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided, that no change in any Option theretofore granted may be
made which would impair the rights of the Optionee without the consent of such
Optionee; and provided, further, that (i) the Board may not make any alteration
or amendment which would decrease any authority granted to the Committee
hereunder in contravention of Rule 16b-3 and (ii) the Board may not make any
alteration or amendment which would materially increase the benefits accruing to
participants under the Plan, increase the aggregate number of shares which may
be issued pursuant to the provisions of the Plan, change the class of
individuals eligible to receive Options under the Plan or extend the term of the
Plan, without the approval of the stockholders of the Company. Except with
respect to Options then outstanding, the Plan shall terminate on September 12,
2004 and no further Options shall be granted after that date.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the Federal income tax consequences of the
grant and exercise of Options, and the disposition of Shares purchased pursuant
to the exercise of Options, is intended to reflect the current provisions of the
Code and the regulations thereunder. This summary is not intended to be a
complete statement of applicable law, nor does it deal with state and local tax
considerations.
7
<PAGE>
INCENTIVE STOCK OPTIONS
No taxable income will be recognized by the Option holder at the time
of a grant or exercise of an Option. The excess of the fair market value of the
Common Stock over the option price at the date of exercise of an Option is an
adjustment for purposes of computing the alternative minimum tax under section
55 of the Code.
If the requirements of section 422(a) of the Code are met by the
Option holder (including the requirement that no disposition of such Shares is
made by the Option holder for more than two years after the grant of the Option
and for more than one year after the exercise of such Option), then any gain or
loss realized by the Option holder upon disposition of such Shares will be
treated as long-term capital gain or loss (assuming such Shares are held as a
capital asset by the Option holder). If the requirements of section 422(a) of
the Code are met, the Company will not be entitled to any deduction for Federal
income tax purposes as a result of the issuance of such Shares pursuant to the
exercise of the Option. If Shares acquired on exercise of an Option are disposed
of prior to the expiration of either of the required holding periods described
above (a "disqualifying disposition"), the Option holder will recognize ordinary
income in the year in which the disposition of such Shares occurs. The amount of
such ordinary income will be the excess of (a) the lower of the amount realized
on disposition of such Shares or the fair market value of such Shares on the
date of exercise of such Option, over (b) the Option price, so long as the
disposition is by sale or exchange with respect to which a loss, if sustained,
would be recognized. In addition, long-term capital gain may be recognized by
the Option holder (assuming such Shares are held as a capital asset for more
than one year by the Option holder) in an amount equal to the excess of the
amount realized on the disqualifying disposition over the sum of the Option
price and the ordinary income recognized by the Option holder. The Company (or
the employer of the Option holder) will ordinarily be entitled to a deduction
for Federal income tax purposes at the time of the disqualifying disposition in
an amount equal to the ordinary income recognized by the Option holder.
If an Option is exercised by the estate of an Option holder, the
holding periods do not apply, and the estate will not recognize any ordinary
income when it disposes of the Shares acquired upon the exercise of such Option.
The estate, however, may recognize long-term capital gain, and the Company will
not be entitled to any deduction for Federal income tax purposes.
NON-QUALIFIED OPTIONS
No tax obligation will arise for the optionee or the Company upon the
granting of either incentive stock options or non-qualified stock options under
the Plan. Upon exercise of a non-
8
<PAGE>
qualified stock option, an optionee will recognize ordinary income in an amount
equal to the excess, if any, of the fair market value, on the date of exercise,
of the stock acquired over the exercise price of the option. Thereupon, the
Company will be entitled to a tax deduction in an amount equal to the ordinary
income recognized by the optionee. Any additional gain or loss realized by an
optionee on disposition of the shares generally will be capital gain or loss to
the optionee and will not result in any additional tax deduction to the Company.
RESTRICTIONS ON RESALE OF STOCK
Shares purchased hereunder by a person deemed an "affiliate" of the
Company under the 1933 Act, must be registered for resale by such person unless
such resale complies with the provision of Rule 144 promulgated under the 1933
Act. Rule 405 under the 1933 Act defines an "affiliate" as "a person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with," the Company. Generally, under
Rule 144, if certain conditions, including a two year holding period, are met, a
person may sell, within a three month period, a number of shares that does not
exceed the greater of 1% of the number of outstanding shares or the average
weekly trading volume during the four calendar weeks preceding the filing of the
requisite notice. In addition, every officer or director of the Company is
subject to the reporting and "short swing" profits liability provisions of
Section 16 of the 1934 Act. Such provisions may restrict resale of shares of
Common Stock received under the Plan. The foregoing is not intended to be a
complete statement of applicable law and participants in the Plan should rely on
their own legal counsel.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of (a) 180,000
shares of Preferred Stock, $100 par value, none of which is outstanding, and (b)
17,000,000 shares of Common Stock, par value $.03. As of April 17, 1996,
6,192,441 shares of Common Stock were issued and outstanding, and 935,404
additional shares of Common Stock were issued and held by the Company as
treasury shares. In addition, 1,295,000 Shares were reserved for issuance upon
the exercise of all outstanding stock options. A summary of the rights,
preferences and privileges of the Company's authorized capital stock follows:
COMMON STOCK
Subject to the rights of holders of any Preferred Stock issued in the
future, the holders of Common Stock are entitled to one vote per share in all
matters to be voted on by stockholders and are entitled to share pro rata in any
dividends which may be declared from time to time by the Board of Directors out
of the funds
9
<PAGE>
available therefor and in any distributions on liquidation. The holders of
Common Stock have no pre-emptive rights or cumulative voting rights.
PREFERRED STOCK
There are no shares of Preferred Stock of any class outstanding and
the Company has no present plans to issue any such shares. Shares of the
Company's Preferred Stock have preference over shares of Common Stock with
respect to the payment of dividends and distributions upon liquidation or
dissolution. The Board of Directors has the authority to issue the Preferred
stock and to fix the rights, preferences, privileges and restrictions, including
the dividend rate, conversion rights, redemption rights, voting rights and
liquidation preferences, without any vote or action by the stockholders, which
could adversely affect the voting power of the holders of Common Stock,
including the loss of control of the Company. The Preferred Stock could be
issued with such characteristics as to delay or prevent a change in control of
the Company. The Company has no present plans to issue any shares of Preferred
Stock.
EXPERTS
The financial statements incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein upon the
authority of said Firm as experts in accounting and auditing in giving said
report.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Greenberger & Forman, 1370 Avenue of the
Americas, New York, NY 10019.
INDEMNIFICATION OF DIRECTORS AND OFFICERS --
DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION
Under provisions of the Company's Certificate of Incorporation, any
person made a party to any lawsuit by reason of being a director or officer of
the Company, or any parent or subsidiary thereof, may be indemnified by the
Company to the full extent authorized by the General Corporation Law of the
State of Delaware.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
10
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AVAILABLE INFORMATION
The Company is subject to the requirements of the Securities Exchange
Act of 1934 (the "Exchange Act"), and, in accordance therewith, files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, New York, New York 10048; Los
Angeles Regional Office, Suite 500 East, Securities and Exchange Commission
Building, 5757 Wilshire Boulevard, Los Angeles, California 90036; and Chicago
Regional Office, Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604.
INFORMATION INCORPORATED BY REFERENCE
The Company's Proxy Statement dated February 22, 1996, its Annual
Report on Form 10-KSB for the fiscal year ended October 29, 1995, and its
Quarterly Report on Form 10-Q for the quarter ended January 28, 1996, which were
previously filed with the Commission, are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after 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 herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will promptly furnish without charge to each person to
whom this Prospectus is delivered, upon written or oral request of such person,
the Annual Report to Stockholders for the Company's latest fiscal year and a
copy of any or all of the documents described above, other than exhibits to such
documents. Requests should be addressed to Investor Relations, Alpha
Technologies Group, Inc., 750 Lexington Avenue, 27th Floor, New York, NY 10022;
telephone number (212) 446-5258; facsimile number (212) 446-5240.
11
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of Delaware (the "DGCL")
empowers a corporation to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he 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 cause to believe his conduct was unlawful.
Subsection 145(b) of the DGCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, and that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled. It empowers the corporation to purchase and maintain insurance on
behalf of a director or officer of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such
II-1
<PAGE>
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.
Article Ninth of the Company's By-Laws provides that:
The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section.
The Company has entered into indemnification agreements with each director
providing for indemnification to the fullest extent permitted by Delaware law.
In addition, the Company maintains on behalf of its directors and officers
insurance protection against certain liabilities arising out of the discharge of
their duties and has entered into indemnification agreements with its officers
and directors.
Item 8. EXHIBITS.
The following documents are filed as Exhibits to this Registration
Statement:
4(a) -- 1994 Stock Option Plan, as Amended and Restated./1/
5 -- Opinion of Greenberger & Forman as to the validity
of the Shares being registered.
24.1 -- Consent of Greenberger & Forman (included in
Exhibit 5 hereto).
24.2 -- Consent of Arthur Andersen LLP (included in Part II
of this Registration Statement).
- ----------
/1/ Incorporated by reference from Exhibit 10.14 to Registrant's Form 10-KSB
for its fiscal year ended October 29, 1995.
II-2
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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:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) 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 the
registration statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) shall not apply if
the registration statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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
II-3
<PAGE>
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.
E. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each employee to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each employee to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
H. 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.
II-4
<PAGE>
SIGNATURES
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, on the 29th day of April, 1996.
ALPHA TECHNOLOGIES GROUP, INC.
(Registrant)
By: /s/ Lawrence Butler
----------------------------
LAWRENCE BUTLER, President
and Principal Executive
Officer
By: /s/ Johnny Blanchard
----------------------------
JOHNNY BLANCHARD,
Vice President - Finance and
Principal Accounting and
Financial Officer
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------- --------------------------- --------------
<S> <C> <C>
President, Chief Executive
/s/ Lawrence Butler Officer and Director April 23, 1996
- -----------------------------------------------
Lawrence Butler
/s/ Marshall Butler Chairman of the Board April 23, 1996
- -----------------------------------------------
Marshall Butler
/s/ Warren Lichtenstein Director April 23, 1996
- -----------------------------------------------
Warren Lichtenstein
/s/ Donald K. Grierson Director April 23, 1996
- -----------------------------------------------
Donald K. Grierson
/s/ Kenneth Rind Director April 22, 1996
- -----------------------------------------------
Kenneth Rind
/s/ Frederic Heim Director April 22, 1996
- -----------------------------------------------
Frederic Heim
/s/ Michael J. Konigsberg Director April 23, 1996
- -----------------------------------------------
Michael J. Konigsberg
Chief Financial Officer
(Principal Financial and
/s/ Johnny J. Blanchard Accounting Officer) April 25, 1996
- -----------------------------------------------
Johnny J. Blanchard
</TABLE>
II-5
<PAGE>
EXHIBIT 5
April 29, 1996
Alpha Technologies Group, Inc.
330 Barker Cypress Road, Suite 270
Houston, Texas 77094
Re: Alpha Technologies Group, Inc.
Form S-8 Registration Statement
-------------------------------
Dear Sirs:
We have acted as counsel for Alpha Technologies Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration by Alpha
Technologies Group, Inc. on a Form S-8 Registration Statement, under the
Securities Act of 1933, as amended, of up to 1,000,000 shares of the Company's
common stock, $.03 par value per share (the "Common Stock"), issuable upon
exercise of stock options granted or to be granted under the Company's 1994
Stock Option Plan (the "Shares"). All terms not expressly defined hereinabove
are used with the same meaning as set forth in the Registration Statement.
We are of the opinion that upon exercise of the options, the Shares will have
been duly authorized by all necessary corporate action and that, when
certificates therefor have been executed and delivered, such Shares will have
been validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus which forms a part of the
Registration Statement.
Very truly yours,
GREENBERGER & FORMAN
By:/s/Robert W. Forman
------------------------------
Robert W. Forman
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 16, 1995
included in Alpha Technologies Group, Inc.'s Form 10-KSB for the year ended
October 29, 1995 and to all references to our Firm including this registration
statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 30, 1996
