<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
ALPHA TECHNOLOGIES GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
REGISTRANT
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
ALPHA TECHNOLOGIES GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 24, 1997
TO THE STOCKHOLDERS OF ALPHA TECHNOLOGIES GROUP, INC.:
The 1997 Annual Meeting of the Stockholders (the "Annual Meeting") of ALPHA
TECHNOLOGIES GROUP, INC., a Delaware corporation (the "Company"), will be held
at 10:00 a.m. on Thursday, April 24, 1997, at 750 Lexington Avenue, 27th Floor,
New York, New York for the following purposes:
1. To elect seven directors to the Board of Directors who will each
serve for a term of one year and until their successors have been elected
and qualified.
2. To transact such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof.
Only stockholders of record at the close of business on March 3, 1997, are
entitled to notice of and to vote at the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, STOCKHOLDERS ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE PROVIDED THEREFOR. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
IF YOU ARE ABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR SHARES
PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS EXERCISED.
By Order of the Board of Directors,
/s/ LAWRENCE BUTLER
Lawrence Butler,
President and Chief Executive
Officer
February 24, 1997
<PAGE> 3
ALPHA TECHNOLOGIES GROUP, INC.
9465 WILSHIRE BOULEVARD, SUITE 717
BEVERLY HILLS, CA 90212
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
The 1997 Annual Meeting of Stockholders (the "Annual Meeting") of ALPHA
TECHNOLOGIES GROUP, INC., a Delaware corporation (the "Company" or "Alpha"),
will be held at 10:00 a.m. on Thursday, April 24, 1997, at 750 Lexington Avenue,
27th Floor, New York, New York. The enclosed proxy is solicited on behalf of the
Board of Directors of the Company in connection with the Annual Meeting and any
adjournments or postponements thereof. This Proxy Statement and the enclosed
proxy (the "Proxy Materials") are first being mailed to stockholders of the
Company on or about March 10, 1997.
VOTING, PROXIES AND REVOCATION OF PROXIES
Shares represented at the Annual Meeting by an executed and unrevoked proxy
in the form enclosed will be voted in accordance with the instructions contained
therein. If no instructions are given on an executed and returned form of proxy,
the proxy holders intend to vote the shares represented thereby in favor of each
of the proposals to be presented to and voted upon by the stockholders as set
forth herein, and in accordance with their best judgment on any other matter
which may properly come before the meeting. The Annual Meeting has been called
to elect seven directors. Management knows of no other business that is
currently contemplated to be conducted at the Annual Meeting. Any proxy given by
a stockholder may be revoked by such stockholder at any time prior to its
exercise by filing a written instrument revoking the proxy with the Secretary of
the Company; filing a duly executed proxy bearing a later date with the
Secretary of the Company; or attending the meeting and voting in person.
However, mere attendance at the Meeting will not, in and of itself, revoke a
proxy.
The cost for the solicitation of proxies by the Board of Directors is being
borne by the Company. Such solicitation is being made by mail and, in addition,
may be made by directors, officers and regular employees of the Company, either
in person or by telephone or telegram, without additional compensation for such
services. Forms of the proxy and other proxy materials will also be distributed
to brokerage houses, fiduciaries, custodians and other like parties for
distribution to the beneficial owners of capital stock of the Company and the
Company will reimburse such parties for their out-of-pocket expenses relating
thereto. MacKensie Partners, Inc. will assist the Company in the mailing of
Proxy Materials and the solicitation of proxies, for which it will be paid
$2,500 plus expenses.
SHARES ENTITLED TO VOTE
The only outstanding class of voting securities of the Company is its
common stock, $.03 par value (the "Common Stock"). Each share of Common Stock
entitles the holder thereof to one vote on matters to be acted upon at the
Annual Meeting. No stockholder is entitled to cumulative voting rights.
Only stockholders of record at the close of business on March 3, 1997, are
entitled to notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. As of March 3, 1997, there were 6,766,329 shares of
Common Stock issued and outstanding.
The stock ledger of the Company (arranged alphabetically, showing the
address of each shareholder of record entitled to vote at the meeting and the
number of shares registered in the shareholder's name) will be available for
inspection at the Company's office at 750 Lexington Avenue, New York, New York
10022 by any shareholder for any purpose germane to the Meeting during ordinary
business hours from April 13, 1997 until the Meeting date.
A shareholder who is a beneficial owner, but not a registered owner, as of
the Record Date, cannot vote his or her shares except by (i) the shareholder's
broker, bank or nominee in whose name the shares are
<PAGE> 4
registered executing and delivering a proxy on his or her behalf or (ii) the
shareholder attending the Meeting with a proxy or other authorization to vote
from the registered owner and voting.
ELECTION OF DIRECTORS
It is intended that a proxy in the accompanying form, unless marked to the
contrary, will be voted in favor of the election of Marshall D. Butler, Lawrence
Butler, Donald K. Grierson, Frederic A. Heim, Warren G. Lichtenstein, Kenneth W.
Rind and Michael J. Konigsberg as directors of the Company for a term of one
year, and until their successors are duly elected and qualified or until their
earlier death, resignation or removal.
In the event any of the nominees should become unable or refuse to accept
nomination or reelection to serve as a director, the persons named as joint
proxies in the enclosed form of proxy may vote for the election of such person
or persons as the Board of Directors of the Company may recommend in the place
of such nominee or nominees. All nominees have consented to be named and have
indicated their intent to serve if elected. Management knows of no reason why
any of these nominees might be unable or refuse to accept nomination or
election.
Each of the nominees is a current member of the Board of Directors who hold
office until their successors are duly elected and qualified. Set forth below is
certain information with respect to all current directors of the Company.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
---- --- ----------------------------------------
<S> <C> <C>
Marshall D. Butler.......... 70 Chairman of the Board of Alpha since April 26, 1993, and Director of
Alpha since April 2, 1993. From September 22, 1994 through April 19,
1995, Mr. Butler served as Chief Executive Officer of Alpha. He has
served as a director of AVX Corporation, a manufacturer of ceramic
capacitors and a subsidiary of Kyocera Corporation, since 1973. Mr.
Butler served as Chief Executive Officer of AVX Corporation from
December 1973 until his resignation on April 1, 1993. From 1973 to
1990, Mr. Butler was Chairman of the Board of AVX Corporation. Mr.
Butler was a director of Kyocera Corporation from January 1990
through June 1995. Mr. Butler has been a director of Mass Mutual
Corporate Investors and Mass Mutual Participation Investors since
1989. Mr. Butler is the father of Lawrence Butler. Member of the
Executive and Compensation Committees.
Lawrence Butler............. 34 Mr. Butler has been President and Chief Executive Officer of Alpha
since April 19, 1995. He has served as a Director since, and was an
executive vice president of Alpha from, September 1994. He has been
director, president and sole shareholder of Camelia Group, Inc., the
general partner of Dot.Com Partners, L.P., f/k/a Steel Partners,
L.P. (private investment partnership), a Delaware limited
partnership ("Dot.Com"), since 1990. Lawrence Butler is Marshall
Butler's son. Member of the Executive Committee.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
---- --- ----------------------------------------
<S> <C> <C>
Donald K. Grierson.......... 62 Served as Vice-Chairman of the Board of Alpha from April 1993 through
April 1995. From December 7, 1988 until April 26, 1993, Mr. Grierson
served as Chairman of the Board of Alpha. He has been a director of
Alpha since February 1, 1988. Since 1991, Mr. Grierson has also
served as President and Chief Executive Officer of ABB Vetco Gray
Inc., which designs, manufactures, sells and services highly
engineered exploration and production equipment used by the
worldwide oil and gas industry, primarily for offshore applications.
Mr. Grierson currently serves as a director of Parametric Technology
Inc., a developer and marketer of software products for the
automation of the mechanical design process. Member of the Stock
Option Committee.
Frederic A. Heim............ 70 Director of Alpha since April 2, 1993. Mr. Heim, a private investor,
served as a director of Encino Savings and Loan, Van Nuys,
California, from 1991 through 1994. He was a co-founder and, from
1981 to 1990, a director and Executive Vice President of Computer
Memories Incorporated, which manufactured computer disk drives.
Member of Audit, Stock Option and Compensation Committees.
Michael J. Konigsberg....... 34 Director of Alpha since April 1996. Since 1988, Mr. Konigsberg has
been employed by Lehman Brothers Inc. in the following capacities:
August 1995-present, Senior Vice President, Leveraged Finance Group;
August 1992-July 1995, Vice President, Leveraged Finance Group;
August 1988-July 1992, Associate, Merchant Banking Group. Member of
the Audit Committee.
Warren G. Lichtenstein...... 31 Director of Alpha since April 2, 1993. From September 1994 through
September 1995, Mr. Lichtenstein served as executive vice president
of Alpha. Mr. Lichtenstein has been the Chief Executive of the
General Partner of the General Partner of Steel Partners II, L.P.
since 1993. Mr. Lichtenstein has been Chairman of Steel Partners
Services, Ltd. since 1993. From 1988 to 1990, he was an
acquisition/risk arbitrage analyst with Ballantrae Partners, L.P., a
private investment partnership. Since 1993, Mr. Lichtenstein has
served as a director of SL Industries, Inc., a New York stock
exchange company engaged in the manufacture and sale of
electrical-mechanical and specialty products. Mr. Lichtenstein has
also served, since April 1994, as a director of Gateway Industries,
Inc. ("Gateway"), which, from November, 1995 to December, 1996 was
the owner of Marsel Mirror & Glass Products, Inc. ("Marsel"), a
manufacturer of mirror and related glass products. Mr. Lichtenstein
served as president of Marsel from its formation as an acquisition
subsidiary until the acquisition was consummated. Thereafter, Marsel
appointed a president who had no prior affiliation with Gateway. Mr.
Lichtenstein served as Marsel's sole director until Gateway disposed
of its interest in Marsel. Marsel filed for protection under Chapter
11 of the Bankruptcy Code shortly following Gateway's disposition of
Marsel. Since 1994, Mr. Lichtenstein has served as a director of
Saratoga Spring Water, Inc., a bottler and distributor of spring
water. Since 1996, Mr. Lichtenstein has served as a director of Rose
Stores, Inc., a retail chain principally in the Southeastern United
States.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS
---- --- ----------------------------------------
<S> <C> <C>
Dr. Kenneth W. Rind......... 61 Director of the Company since April 1995. Since 1981, Dr. Rind has
been Chairman of Oxford Venture Corporation, an independent venture
capital management firm. Dr. Rind is currently a director of
Vasomedical, Inc., a medical technology company; Computer Power,
Inc., an electronics equipment manufacturer; ESC Medical Systems,
Ltd., a medical equipment manufacturer and several private
companies. Member of Audit and Compensation Committees.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF THE SEVEN NOMINEES FOR
DIRECTOR NAMED IN THIS PROXY STATEMENT.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 31, 1997, the number and
percentage of outstanding shares of Common Stock of the Company owned
beneficially, within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), by (i) each stockholder known by the
Company to own more than 5% of the outstanding shares of Common Stock; (ii) each
director and nominee of the Company; (iii) each named executive officer; and
(iv) all directors, nominees and named executive officers, as a group. Except as
otherwise specified, the named beneficial owner has sole voting and investment
power.
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT
OF BENEFICIAL OF
BENEFICIAL OWNERS(1) OWNERSHIP(2) CLASS(2)
-------------------- ------------ --------
<S> <C> <C>
Marshall D. Butler(3)(4).................................... 544,632 8.0%
Lawrence Butler(5).......................................... 1,060,391 15.3%
Donald K. Grierson(6)....................................... 210,000 3.1%
Frederic A. Heim(3)(7)...................................... 20,000 *
Warren G. Lichtenstein(8)................................... 260,419 3.8%
Johnny J. Blanchard(9)...................................... 23,765 *
Michael J. Konigsberg....................................... 1,500 *
Dot.Com Partners, L.P.(10).................................. 850,060 12.6%
Ernest C. Hartland, Jr.(11)................................. -- --
Dr. Kenneth W. Rind(12)..................................... 30,000 *
Michael A. Hoffman(13)...................................... -- --
All Directors, Nominees and named Executive Officers as a
Group (9 Persons)(14)..................................... 2,150,707 29.8%
</TABLE>
- ---------------
* Constitutes less than 1%
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Alpha Technologies Group, Inc., 9465 Wilshire Blvd., Beverly Hills, CA
90212.
(2) Includes shares deemed to be beneficially owned by such persons or entities
pursuant to Rule 13d-3 promulgated under the Exchange Act because they have
the right to acquire such shares within 60 days upon the exercise of
options or similar rights or because such persons or entities have or share
investment or voting power.
(3) Does not include shares owned by Dot.Com of which Mr. M. Butler and Mr.
Heim are each limited partners. Messrs. Butler and Heim disclaim
beneficially ownership of such shares.
(4) Includes 48,332 shares which Mr. M. Butler has the right to acquire upon
the exercise of stock options within 60 days.
4
<PAGE> 7
(5) Includes 850,060 shares owned by Dot.Com, 15,000 shares owned by a Trust of
which Mr. L. Butler is trustee and 188,331 shares which Mr. L. Butler has
the right to acquire upon the exercise of stock options within 60 days.
(6) Includes 10,000 shares which Mr. Grierson has the right to acquire upon the
exercise of stock options within 60 days.
(7) Includes 15,000 shares which Mr. Heim has the right to acquire upon the
exercise of stock options within 60 days.
(8) Includes 144,999 shares which Mr. Lichtenstein has the right to acquire
upon the exercise of stock options within 60 days and 87,120 managed by an
entity controlled by Mr. Lichtenstein for an unaffiliated off-shore
investment fund.
(9) Includes 23,665 shares that Mr. Blanchard has the right to acquire upon
exercise of stock options within sixty days.
(10) Shares owned by Dot.Com are included in the number of shares reported as
beneficially owned by Mr. L. Butler.
(11) Address is c/o Uni-Star Industries, Inc., 306 Pasadena Avenue, So.
Pasadena, CA.
(12) Includes 20,000 shares which Mr. Rind has the right to acquire upon the
exercise of stock options within sixty days.
(13) Address is c/o Wakefield Engineering, Inc., 60 Audubon Road, Wakefield, MA
01880.
(14) Includes 450,327 shares which individuals in the group have the right to
acquire upon the exercise of stock options which are exercisable within 60
days, 850,060 shares held by Dot.Com, 15,000 shares owned by a trust of
which Mr. L. Butler is trustee and 87,120 shares managed by an entity
controlled by Mr. Lichtenstein.
EXECUTIVES OFFICERS OF THE COMPANY
The current executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Marshall D. Butler................ 70 Chairman of the Board
Lawrence Butler................... 34 President and Chief Executive Officer
Johnny J. Blanchard............... 38 Secretary, Treasurer and Chief Financial Officer
Michael A. Hoffman................ 42 President, Wakefield Engineering, Inc.
Ernest C. Hartland, Jr............ 47 President, Uni-Star Industries, Inc.
</TABLE>
Each officer of the Company holds office until his successor shall be duly
elected and qualified or until his earlier death, resignation or removal.
Mr. Blanchard has been Chief Financial Officer of the Company since
September 1994; from December 1989, he was Controller of the Company; and from
October 1988, he was General Accounting Manager of the Company. Mr. Blanchard is
a Certified Public Accountant.
Mr. Hoffman joined Wakefield, as its president on November 4, 1996. From
1989 through October 1996, Mr. Hoffman was employed in several managerial
capacities in the Rosemount divisions of Emerson Electronics Corporation. His
last position was as Vice President, Pressure Operations, where his principal
responsibilities were the oversight of manufacturing.
Mr. Hartland joined Uni-Star, as its president, in April 1996. From 1993
through April 1996, Mr. Hartland was a product group manager at Berg
Electronics, Inc. From 1973 until 1993, Mr. Hartland held various managerial
positions at E.I. DuPont Company.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued for
services rendered in all capacities on behalf of the Company during the last
three fiscal years to the Company's Chief Executive Officer and the Chairman of
the Board (the "Named Executive Officers"), the only executive officers who
received compensation in excess of $100,000 during the fiscal year ended October
27, 1996.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
---------------
ANNUAL COMPENSATION SECURITIES
FISCAL ---------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OTHER OPTIONS/SARS(#) COMPENSATION
--------------------------- ------ --------- -------- ------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Butler 1996 180,000 -- -- -- --
President and 1995 152,039(1) 57,600(2) -- 100,000(3) 57,500(4)
Chief Executive Officer 1994 13,231 -- 120,000(4) --
Marshall D. Butler 1996 112,500 -- -- -- --
Chairman of the Board 1995 150,000 -- -- 100,000 --
1994 20,538 -- -- -- --
</TABLE>
- ---------------
(1) On April 19, 1995, Lawrence Butler became President and Chief Executive
Officer of the Company at a salary of $180,000 per annum. In September 1995,
Mr. Butler entered into a three-year employment agreement with the Company.
See "Employment Agreements".
(2) Represents amount paid in accordance with Mr. Butler's employment agreement,
based on the Company's earnings for its fiscal year ended October 29, 1995
from continuing operations, less minority interest and before provision for
income taxes.
(3) On April 19, 1995, in connection with his election as President of the
company, Lawrence Butler was granted options to purchase 100,000 shares of
Common Stock, 50,100 of which are exercisable at $5.98 per share and 49,900
of which are exercisable at $5.44 per share in three equal cumulative annual
installments until April 19, 1998. The fair market value of the shares on
April 19, 1995 was $5.44.
(4) For services rendered in connection with the acquisitions of Uni-Star and
Ahamtor, the Company granted options to purchase 50,000 shares and 70,000
shares of Common Stock to Lawrence Butler. Such options are exercisable at a
price of $3.50 and $4.47 per share (the fair market values of the shares at
the dates of grant), respectively, and vest in three equal cumulative annual
installments through 1997. For services rendered in connection with the
acquisition of Uni-Star, the Company paid $57,500 to a corporation which is
wholly owned by Mr. L. Butler.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options and SARs were granted to the Named Executive Officers
during the last fiscal year.
6
<PAGE> 9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR ENDED
OCTOBER 27, 1996 AND FY-END OPTION VALUES
The following table sets forth information regarding each exercise of stock
options during the fiscal year ended October 27, 1996 by the Named Executive
Officers and the fiscal year-end value of unexercised options held by such
persons.
<TABLE>
<CAPTION>
NUMBER OF VALUE UNEXERCISED
UNEXERCISABLE IN-THE-MONEY
OPTIONS OPTIONS
AT FY-END (#) AT FYI-END
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
ON EXERCISE # REALIZED UNEXERCISABLE UNEXERCISABLE
--------------- -------- --------------- -----------------
<S> <C> <C> <C> <C>
Lawrence Butler.............. -- -- 188,331/106,669 $528,513/$162,637
Marshall Butler.............. -- -- 48,332/76,668 $35,700/$23,800
</TABLE>
EMPLOYMENT AGREEMENTS
On September 29, 1995, the Company and Mr. L. Butler entered into a three
year employment agreement (the "Agreement"). Under the Agreement, Mr. Butler is
entitled to a base annual salary of $180,000 for the first year of the term with
annual reviews of such base salary by the Board of Directors. In addition, the
Agreement provides for a bonus based on the Company's earnings for its 1996
fiscal years from continuing operations, less minority interest and before
provision for income taxes. Mr. Butler's bonus for fiscal year 1995 is reflected
on the Compensation Table.
Effective April 13, 1996, the Company's Uni-Star subsidiary entered into an
employment agreement with Ernest C. Hartland, Jr. pursuant to which Mr. Hartland
is to serve as Uni-Star's president and chief executive officer through October
31, 1997 at an annual salary of $125,000. In addition, pursuant to the
agreement, Mr. Hartland received a bonus of $20,000 shortly after the
commencement of his employment and was granted options to purchase 20,000 shares
of the Company's common stock pursuant to the Company's 1994 Stock Option Plan.
Effective November 4, 1996, the Company's Wakefield subsidiary entered into
a two year employment agreement with Michael A. Hoffman pursuant to which Mr.
Hoffman is to serve as Wakefield's president and chief executive officer. Under
the agreement, Mr. Hoffman is to receive an annual salary of $150,000, a bonus
of at least $15,000 for the first year of the term and options to purchase
60,000 shares of the Company's common stock pursuant to the Company's 1994 Stock
Option Plan.
RETIREMENT PLANS
The Company has adopted a 401-K Savings/Stock Purchase Plan (the "401-K
Plan") pursuant to which employees of the Company, including officers and
directors who are full-time employees, may elect to contribute up to 6% of their
salaries with the Company contributing an amount equal to one-half the
employee's contribution. The amounts contributed by the Company vest over the
first five (5) years of a person's employment by the Company. Employees may also
contribute certain additional amounts of their salaries to the 401-K Plan
without matching contributions by the Company. Income on the amounts held in the
401-K Plan is not subject to Federal income tax until withdrawal. Amounts held
in the 401-K Plan are generally distributable to an employee upon normal
retirement at age 59 or upon the death or disability of the employee. The
Company does not maintain any pension plans.
STOCK OPTION PLANS AND AGREEMENTS
While the Company currently has four stock option plans: 1981 and 1984
Incentive Stock Option Plans and the 1985 and 1994 Stock Option Plans
(collectively, the "Stock Option Plans"), options may only be granted under the
1994 Plan.
In 1993, the Securities and Exchange Commission adopted new rules relating
to the filing of ownership reports by officers, directors and principal security
holders, and the exemption of certain transactions by those
7
<PAGE> 10
persons from the short-swing profit recovery provisions of Section 16 of the
Exchange Act. As permitted by such new rules, the Company elected to delay
phase-in of new Rule 16b-3 relating to certain employee benefit plans such as
the Stock Option Plans. On August 25, 1993, the Board of Directors adopted
resolutions amending the 1984 and 1985 Stock Option Plans to ensure compliance
with Rule 16b-3. The 1994 Plan is also intended to comply with such Rule.
As of October 27, 1996, the number of shares available for future grant
under the 1994 Plan was 268,666, and as of such date the Company had outstanding
options to acquire an aggregate of 1,178,334 shares of Common Stock under all
Stock Option Plans.
COMPENSATION OF DIRECTORS
In December 1987, the Board of Directors approved a plan for compensation
of its directors who are not officers of or consultants to the Company. The
compensation plan provides for payment to directors who are not officers of or
consultants to the Company of $1,000 for each meeting of the Board of Directors
or any of its committees attended in person (plus reimbursement of travel
expenses) and $250 for each telephonic meeting in which a Director participates.
Directors who are officers of or consultants to the Company will not receive any
additional compensation for serving on the Board of Directors or its committees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board has a Compensation Committee, which currently consists of
Marshall D. Butler, Frederic A. Heim and Kenneth W. Rind. For services as
Chairman of the Board of Directors, Marshall Butler received compensation of
$112,500 during the last fiscal year.
COMPENSATION COMMITTEE REPORT
The compensation paid to Lawrence Butler for the fiscal year ended October
27, 1996 was determined pursuant to his employment agreement which was entered
into on September 29, 1995. The agreement provides for a base annual salary,
subject to annual review, of $180,000, plus a bonus based on the Company
achieving certain approved targeted earnings. Prior to determining Mr. Butler's
salary, the Committee reviewed available surveys of compensation packages for
chief executives in the electronics components manufacturing industry. Because
of the Company's performance during the fiscal year ended October 29, 1995, the
Committee recommended not to increase Mr. L. Butler's salary for fiscal 1996.
Mr. L. Butler was not entitled to, and did not receive, a bonus for fiscal 1996.
In addition, Mr. L. Butler was granted options to purchase 100,000 shares of the
Company's common stock upon assuming the duties of chief executive officer in
April 1995.
8
<PAGE> 11
It is the Committee's policy to provide its executive officers with a
moderately competitive salary and for incentives in the form of a stock options
and cash bonuses tied to targeted earnings. The Committee believes that L.
Butler's employment agreement reflects these policies.
Marshall D. Butler
Frederic A. Heim
Kenneth W. Rind
PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder's return of the
common stock of the Company for the last five years with the NASDAQ Composite
Index and the Standard & Poor's Electronic Components and Parts Manufacturers
Index. The graph assumes the value of the fixed investment was $100 on October
31, 1991, and that all dividends were reinvested.
<TABLE>
<CAPTION>
Measurement Period NASDAQ Industry
(Fiscal Year Covered) Alpha Composite Group
<S> <C> <C> <C>
10/31/91 100.00 100.00 100.00
10/31/92 88.46 111.46 123.79
10/31/93 176.92 143.50 139.15
10/31/94 307.69 143.16 157.98
10/31/95 623.07 190.79 179.85
10/31/96 281.61 224.95 178.26
</TABLE>
CERTAIN TRANSACTIONS
For services rendered in connection with the acquisition of the business of
Uni-Star Industries, Inc., the Company paid, during the fiscal year ended
October 31, 1994, $57,500 to each of Camelia and WGL. In addition, during fiscal
1994, the Company issued options to purchase an aggregate of 120,000 shares to
each of Mr. L. Butler and Mr. Lichtenstein in connection with the acquisitions
of Uni-Star Industries, Inc. and Aham-Tor, Inc. All such options were granted
pursuant to the Company's Stock Option Plans.
MEETINGS OF BOARD AND COMMITTEES
During the fiscal year ended October 27, 1996, the Board of Directors of
the Company held six meetings. The Board of Directors has a standing Audit
Committee to assist the Board of Directors in fulfilling its responsibilities
relating to corporate accounting and reporting practices. The current members of
this committee are Michael Konigsberg, Frederic Heim and Kenneth Rind. The Audit
Committee held one formal meeting in fiscal year 1996. The Board of Directors
also has a standing Compensation Committee to
9
<PAGE> 12
assist the Board of Directors in reviewing the compensation levels of officers
and directors of the Company. The current members of this committee are Marshall
Butler, Frederic Heim and Kenneth Rind. The Compensation Committee held one
formal meeting in fiscal year 1996. The Board of Directors has an Executive
Committee, which has all authority of the Board of Directors to the extent
permissible under Delaware General Corporation law. The Executive Committee
consists of Marshall Butler and Lawrence Butler. During fiscal year 1996, the
Executive Committee held two formal meetings, acted by unanimous written consent
one time, and consulted with each other and management frequently. The Company
has a Stock Option Committee, which is charged with the function of
administering the Company's stock option plans. The members of the Stock Option
Committee are Donald K. Grierson and Frederic A. Heim. The Stock Option
Committee met three times and acted by unanimous written consent one time during
fiscal year 1996.
Each director participated by telephone in more than 75% of the total
number of Board of Directors' meetings and Board of Directors' committee
meetings held during such director's tenure on the Board of Directors or
committee, as the case may be.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 1998
Annual Meeting of Stockholders of the Company must be received by the Company no
later than October 26, 1997.
FILINGS UNDER SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership of such securities with the Securities and Exchange Commission.
Officers, directors and greater than ten percent beneficial owners are required
by applicable regulations to furnish the Company with copies of all Section
16(a) forms they file. Other than Lawrence Butler, the Company is not aware of
any beneficial owner of more than ten Percent of its Common Stock.
Based on a review of the copies of the Forms furnished to the Company, the
Company believes that all filing requirements applicable to its officers and
directors (other than one Form 4 inadvertently filed late by Lawrence Butler)
were complied with in a timely manner during fiscal year 1996.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP was appointed the Company's independent public
accountants for 1996. A representative of Arthur Andersen LLP is expected to be
present at the 1997 Annual Meeting of Shareholders, and will be available to
answer appropriate questions, and will have an opportunity to make a statement
if such representative should desire.
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<PAGE> 13
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it is
the intention of the persons named in the enclosed form of proxy to vote on such
matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
meeting, please complete, sign and date the enclosed form of proxy and return it
in the enclosed envelope.
By Order of the Board of Directors,
/s/ LAWRENCE BUTLER
Lawrence Butler,
President and Chief Executive
Officer
Dated: February 24, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED OCTOBER 27, 1996, WILL BE SENT WITHOUT CHARGE TO ANY STOCKHOLDER
REQUESTING IT IN WRITING FROM: INVESTOR RELATIONS, ALPHA TECHNOLOGIES GROUP,
INC., 330 BARKER CYPRESS ROAD, SUITE 270, HOUSTON, TX 77094.
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<PAGE> 14
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ALPHA TECHNOLOGIES GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 1997
The Undersigned hereby appoints Marshall D. Butler and Lawrence Butler, and
each of them, as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, to represent and to vote as
designated on the reverse side, all shares of Common Stock, $.03 par value, of
Alpha Technologies Group, Inc. (the "Company") held of record by the undersigned
as of the close of business on March 3, 1997, at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m. on April 24, 1997,
at 750 Lexington Avenue, 27th Floor, New York, New York, and at any adjournments
or postponements thereof. Any and all proxies heretofore given are hereby
revoked.
WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS DESIGNATED
BY THE UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR EACH
OF THE NOMINEES FOR DIRECTOR, AND AS SET FORTH IN THE PROXY STATEMENT, WILL BE
VOTED IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES HEREIN IN CONNECTION
WITH ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THE
BOARD OF DIRECTORS RECOMMENDS VOTING FOR SUCH NOMINEES.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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<PAGE> 15
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[X] Please mark votes as in this example.
1. ELECTION OF DIRECTORS TO A ONE-YEAR TERM.
NOMINEES: Marshall D. Butler, Lawrence Butler, Donald K. Grierson, Frederic A.
Heim, Warren G. Lichtenstein, Kenneth W. Rind and Michael J. Konigsberg.
PROXIES NOT MARKED TO WITHHOLD AUTHORITY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES WHOSE NAMES ARE NOT WRITTEN ON THE LINE BELOW.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ----------------------------------------------------------------------------
For all nominees except as noted above
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.
2. FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
<TABLE>
<S> <C> <C>
IMPORTANT: Signatures should correspond exactly with the Signature: -------------------------- Date: ------------------
name(s) as they appear on the stock record books of the
Company. Each joint owner shall sign. Executors, Signature: -------------------------- Date: ------------------
administrators, trustees, etc. should give full title.
</TABLE>
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