<PAGE>
As Filed with the Securities and Exchange Commission on April 20, 1998
Registration No. 333-03001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
ALPHA TECHNOLOGIES GROUP, INC.
(Exact name of issuer as specified in its charter)
1994 Stock Option Plan
1985 Stock Option Plan
(Full Title of the Plans)
Delaware 76-0079338
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9465 Wilshire Boulevard Robert W. Forman, Esq.
Suite 980 Shapiro Forman & Allen LLP
Beverly Hills, CA 90212 380 Madison Avenue
New York, NY 10019
(310) 385-1494 (212) 972-4900
- -------------------------------- -----------------------------------------
(Address, including zip code and (Name, address, including zip code and
telephone number, including area telephone number, including area code, of
code, of issuer's principal agent of service)
executive offices)
-----------------
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement becomes
effective.
This Amendment is being filed to register (i) an additional 325,000 shares
under the 1994 Plan and, (ii) the reoffer and resale by certain Affiliates of
the Registrant who have acquired or may acquire shares upon exercise of stock
options pursuant to the Plans. This Post-Effective Amendment includes a
separate Prospectus for (i) the sale by the Company of Shares issuable upon
exercise of options under the 1994 Plan, and (ii) the resale by certain
Affiliates of the Company of Shares they acquire upon exercise of options under
the Plans.
<PAGE>
PROSPECTUS
1,325,000 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 1,325,000 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 20, 1998
<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
Page
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....................................................... 4
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........................................ 7
Restrictions on Resale of Stock........................................ 9
Experts................................................................ 10
Legal Matters.......................................................... 10
Statement on Indemnification........................................... 10
Available Information.................................................. 10
Information Incorporated by Reference.................................. 11
<PAGE>
THE COMPANY
GENERAL
Alpha Technologies Group, Inc. ("Alpha" or the "Company") manufactures
thermal management products and electronic connectors, and assembles custom
designed subsystems.
The thermal management segment's products, principally heat sinks, serve
the microprocessor, computer, consumer electronics, transportation, power
supply, aerospace and defense industries. Heat sinks are primarily fabricated
aluminum extrusions that have high surface area to volume ratios and are
engineered to dissipate unwanted heat generated by electronic components. The
connector segment's products, the majority of which are custom manufactured to
meet rigid specifications, serve the aerospace, automotive, communications,
defense, factory automation, industrial controls, medical electronics, process
instrumentation and test/measurement industries. Connectors are electro-
mechanical devices that permit electronic subassemblies such as printed circuit
boards, power supplies and input-output wire harnesses/cable assemblies to be
coupled and separated. The subsystem business serves the military,
telecommunications and certain commercial markets. Subsystems are operational
sub-units integrated into major networks for data transmission, retrieval and
transfer.
The Company was incorporated as Synercom Technology, Inc., in Texas in
1969, and was reincorporated in Delaware in 1983. In 1993, the Company began
its transformation from a software company to its current businesses. In
September of 1994, the Company sold the remaining aspects of its software and
related services business. Since October 1993, the Company has grown through a
combination of acquisitions and internal growth. In April 1995, it changed its
name to Alpha Technologies Group, Inc.
The thermal management business is conducted through the Company's wholly-
owned subsidiary, Wakefield Engineering, Inc. ("Wakefield") which includes the
Wakefield-Temecula division, Wakefield Extrusion Corp. ("Wakefield Extrusion")
and Lockhart Industries, Inc. ("Lockhart"). The connector business is conducted
through the Company's wholly-owned subsidiary, Uni-Star Industries, Inc. ("Uni-
Star"), which does business as Microdot Connectors, and its two foreign
subsidiaries: Malco Microdot UK Ltd, Malco Microdot France SARL. In early
fiscal 1998, the Company's electronics systems business, which operates as
Malco, was transferred from Uni-Star to a newly formed Delaware corporation,
Malco, Inc.
The Company's corporate headquarters are located at 9465 Wilshire
Boulevard, Suite 980, Beverly Hills, California 90212. Its telephone number is
310-385-1494, and its facsimile number is 310-385-1495.
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<PAGE>
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, directors 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. On January 15, 1998, the Board approved amendments
to increase the number of shares subject to the Plan to 1,325,000 and to provide
for the automatic grant of options to purchase 10,000 shares to each non-
employee director elected or re-elected to the Board at the Annual Meeting of
Stockholders held in 1998, 1999 and 2000. It is anticipated that such
amendments will be approved at the Company's Annual Meeting scheduled for April
21, 1998.
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 281-647-9941, facsimile 281-647-0587.
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."
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
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<PAGE>
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 Kenneth W. Rind 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, 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 February 28, 1998,
approximately 800 individuals were eligible to receive Options, and Options were
held by approximately 60 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.
Under the Amended and Restated Plan, "Outside Directors", i.e., those not
also serving as officers or employees of the Company or any of its subsidiaries,
will automatically receive options to purchase 10,000 Shares at the Annual
Meetings held in 1998, 1999 and 2000. Such options will vest one year from the
date of grant, be exercisable at the fair market value on the date of grant and
will expire on the date that is the earlier of (x) five years from the date of
grant or (y) 90 days after the optionee ceases serving as a director of the
Company.
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<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, 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. Options granted to employees must be exercised within 30
days of the date such person ceases being employed by the Company except in the
event of death or disability. Options granted to directors must be exercised
within 90 days of the date such person ceases to serve as a director of the
Company.
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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.
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.
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<PAGE>
If the requirements of section 422A 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
capital gain or loss (assuming such Shares are held as a capital asset by the
Option holder). If the requirements of section 422A 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, 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-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.
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<PAGE>
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. The Company has filed a
registration statement, of which this Prospectus is a part, covering the resale
of Shares acquired by affiliates upon exercise of Stock Options under the Plan.
Affiliates who wish to sell Shares acquired upon exercise of such options
pursuant to the registration statement must deliver a prospectus to the broker
executing such sale or to the purchaser if the sale is not executed through a
broker. Affiliates may obtain a Prospectus from the Company's chief financial
officer.
Affiliates may also sell Shares acquired upon exercise of options pursuant
to Rule 144.
Generally, under Rule 144, if certain conditions, including a one 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.
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<PAGE>
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 Shapiro Forman & Allen LLP, 380 Madison Avenue, New
York, NY 10017.
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.
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 or may be obtained via the Internet
from the EDGAR database.
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<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The Company's Proxy Statement dated February 23, 1998, its Annual Report on
Form 10-K for the fiscal years ended October 27, 1996 and October 26, 1997, and
its Quarterly Report on Form 10-Q for the quarter ended January 25, 1998, 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., 330 Barker Cypress Road, Suite 270, Houston, TX 77094;
telephone number (281) 647-9941; facsimile number (281) 647-0587.
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<PAGE>
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Shares Amount Maximum Maximum
to be to Aggregate Price Aggregate Amount of
Registered be Registered Per Share (1) Offering Price (1) Registration Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.03 par value....... 325,000 $4.75 $1,543,750 $308.75
- ----------------------------------------------------------------------------------------
</TABLE>
(1) The prices stated are estimated in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee. The aggregate offering price and amount of the fee
are computed based upon the last sale price of the Common Stock of the
Registrant on the National Association of Securities Dealers Automated
Quotation System on April 8, 1998.
-----------------
Pursuant to Rule 429 promulgated by the Securities and Exchange Commission,
the Prospectus contained in this Registration Statement also relates to shares
of Common Stock previously registered pursuant to Registration Statement No. 33-
6695, Registration Statement No. 33-17359, Registration Statement No. 33-20706
and Registration Statement No. 33-29636 and Registration Statement No. 33-48663,
issuable upon the exercise of options granted pursuant to the 1985 Stock Option
Plan.
<PAGE>
PROSPECTUS
ALPHA TECHNOLOGIES GROUP, INC.
This Prospectus relates to the sale of up to 1,692,668 shares
("Shares") of Common Stock, $.03 par value per share ("Common Stock"), of Alpha
Technologies Group, Inc. (the "Company" or "Alpha") that may be made by certain
executive officers or directors (the "Selling Stockholders") of the Company who
acquired, or may acquire, the Shares pursuant to the Company's 1985 Stock Option
Plan (the "1985 Plan") or the Company's Amended and Restated 1994 Stock Option
Plan (the "1994 Plan," and together with the 1985 Plan , the "Plans"). The
Company will receive no proceeds from the sale of the Shares covered by this
Prospectus.
The Common Stock is listed on the Nasdaq Stock Market ("Nasdaq") and
traded on the Nasdaq National Market System ("Nasdaq National Market") under the
symbol ATGI. The last reported sale price of the Common Stock on the Nasdaq
National Market on April 17, 1998 was $4.8750 per share. The Shares covered by
this Prospectus may be offered for sale from time to time on the Nasdaq National
Market or otherwise at prices then obtainable.
It is anticipated that usual and customary brokerage fees will be paid
by the Selling Stockholders on the sale of the Shares offered hereby. The
Company will pay the other expenses of the offer of the Shares by the Selling
Stockholders, as described in this Prospectus (the "Offering"). See "Plan of
Distribution."
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those 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
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholder. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" STARTING AT PAGE 7.
The date of this Prospectus is April 20, 1998.
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information 1
Documents Incorporated by Reference 1
Prospectus Summary 2
The Company 3
Risk Factors 4
No Proceeds from Offering to the Company 7
Selling Stockholders and Plan of Distribution 7
Expert 9
Legal Opinions 9
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 9
</TABLE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"), which can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material may be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C.
20549, at prescribed rates. The Common Stock is traded on the Nasdaq National
Market. Reports and other information concerning the Company may be inspected
at the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006. Such information can also be obtained via the Internet
from the EDGAR database.
The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Act"), with respect to the
Common Stock offered hereby (including all amendments and supplements thereto,
the "Registration Statement"). The Registration Statement, including exhibits
and schedules thereto, may be obtained from the Commission's principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the fees prescribed by the Commission, or via the Internet from the EDGAR
database. This Prospectus, which forms part of the Registration Statement, does
not contain all the information set forth in the Registration Statement and the
exhibits filed therewith, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any document referred to are not necessarily
complete and in each instance reference is made to the copy of the appropriate
document filed as an exhibit to, or incorporated by reference into, the
Registration Statement, each statement being qualified in all respects by such
reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the Commission (File No. 0-14365)
pursuant to the Exchange Act, are hereby incorporated by reference; Annual
Report on Form 10-K for the fiscal years ended October 27, 1996 and October 26,
1997; Quarterly Reports on Form 10-Q for the fiscal quarter ended January 25,
1998; and Proxy Statement for the 1998 Annual Meeting filed with the Commission
on or about February 23, 1998. In addition, all documents filed by the Company
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Prospectus and before the termination of the Offering shall be
deemed incorporated by reference herein and to be a part of this Prospectus from
the date of filing of such documents. Such incorporation by reference shall not
be deemed to incorporate the information referred to in Item 402(a)(8) of
Regulation S-K. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purpose of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the foregoing
documents described above which have been incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
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specifically incorporated by reference into such documents.) Such request
should be directed to: Chief Financial Officer, Alpha Technologies Group, Inc.,
330 Barker Cypress Road, Suite 270, Houston, TX 77094, facsimile number 281-647-
0587.
In conjunction with the provisions of the "Safe Harbor" section of the
Private Securities Litigation Reform Act of 1995, this Prospectus may contain
forward-looking statements pertaining to future anticipated projected plans,
performance and developments, as well as other statements relating to future
operations. All such forward-looking statements are necessarily only estimates
of future results and there can be no assurance that actual results will not
materially differ from expectations. Further information on potential factors
which could affect the Company, including, but not limited to, the impact of
competitive products and pricing, product demand and market acceptance, new
product development, reliance on key strategic alliances, availability of raw
materials, fluctuations in operating results and other risks, is detailed in the
Company's filings with the Securities and Exchange Commission.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus or incorporated
herein by reference and the financial statements which are incorporated herein
by reference.
<TABLE>
<S> <C>
THE COMPANY The Company manufacturers and sells thermal management
products and connectors, and assembles custom-designed
subsystems. The Company's thermal management products
serve the microprocessor, computer, consumer
electronics, transportation, power supply, aerospace
and defense industries, its connector products serve
the aerospace, telecommunications, medical
electronics, automotive and defense industries and the
subsystems segment serves the military,
telecommunications and certain commercial markets.
RISK FACTORS This Offering involves substantial risk. See "Risk
Factors."
SECURITIES OFFERED Up to 1,692,668 shares of Company Common Stock, par
value $.03 per share.
OFFERING PRICE All or part of the shares offered hereby may be sold
from time to time in amounts and on terms to be
determined by the Selling Stockholder at the time of
sale.
SELLING STOCKHOLDERS The Shares are being offered hereby for the account of
the Selling Stockholders, who may be executive
officers or directors of the Company. See "Selling
Stockholders."
</TABLE>
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<TABLE>
<S> <C>
USE OF PROCEEDS The Company will receive no part of proceeds from the
sale of the shares offered pursuant to this Prospectus.
NASDAQ TRADING SYMBOL ATGI
</TABLE>
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<PAGE>
THE COMPANY
Alpha Technologies Group, Inc. ("Alpha" or the "Company") manufactures
thermal management products and electronic connectors, and assembles custom
designed subsystems.
The thermal management segment's products, principally heat sinks,
serve the microprocessor, computer, consumer electronics, transportation, power
supply, aerospace and defense industries. Heat sinks are primarily fabricated
aluminum extrusions that have high surface area to volume ratios and are
engineered to dissipate unwanted heat generated by electronic components. The
connector segment's products, the majority of which are custom manufactured to
meet rigid specifications, serve the aerospace, automotive, communications,
defense, factory automation, industrial controls, medical electronics, process
instrumentation and test/measurement industries. Connectors are electro-
mechanical devices that permit electronic subassemblies such as printed circuit
boards, power supplies and input-output wire harnesses/cable assemblies to be
coupled and separated. The subsystem business serves the military,
telecommunications and certain commercial markets. Subsystems are operational
sub-units integrated into major networks for data transmission, retrieval and
transfer.
The Company was incorporated as Synercom Technology, Inc., in Texas in
1969, and was reincorporated in Delaware in 1983. In 1993, the Company began
its transformation from a software company to its current businesses. Since
October 1993, the Company has grown through a combination of acquisitions and
internal growth. In September of 1994, the Company sold the remaining aspects
of its software and related services business. In April 1995, it changed its
name to Alpha Technologies Group, Inc.
The thermal management business is conducted through the Company's
wholly-owned subsidiary, Wakefield Engineering, Inc. ("Wakefield") which
includes the Wakefield-Temecula division, Wakefield Extrusion Corp. ("Wakefield
Extrusion") and Lockhart Industries, Inc. ("Lockhart"). The connector business
is conducted through the Company's wholly-owned subsidiary, Uni-Star Industries,
Inc. ("Uni-Star"), which does business as Microdot Connectors, and its two
foreign subsidiaries: Malco Microdot UK Ltd, Malco Microdot France SARL. In
early fiscal 1998, the Company's electronics subsystems business, which operates
as Malco, was transferred from Uni-Star to a newly formed Delaware corporation,
Malco, Inc.
The Company's corporate headquarters are located at 9465 Wilshire
Boulevard, Suite 980, Beverly Hills, California 90212. Its telephone number is
310-385-1494, and its facsimile number is 310-385-1495.
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RISK FACTORS
Prospective investors should carefully consider the following risk
factors in addition to the other information set forth in this Prospectus before
making any decision to purchase the Shares offered hereby.
Fluctuations in Operating Results and Recent Losses
The Company's operating results are affected by a number of factors,
many of which are outside the Company's control. These factors have in the past
and could in the future materially and adversely affect net sales, gross margins
and profitability. They include: the volume and timing of orders received;
competitive pricing pressures; changes in the mix of products sold; potential
cancellation or rescheduling of orders; changes in the level of customer
inventories of the Company's products; the timing of new product and
manufacturing process technology introductions by the Company or its
competitors; availability of manufacturing capacity; and market acceptance of
new or enhanced products introduced by the Company. Additionally, the Company's
growth and results of operations are currently being, have in the past been, and
could in the future be, adversely affected by downturns in the personal
computer, microprocessor, electronics or defense industries.
The Company reported a net loss for the 1997 fiscal year of $3,352,000
which included charges for restructuring and other non recurring costs of
$2,494,000, charge for additional inventory reserves of $588,000, and a gain of
$610,000 from the sale of its hermetic connector business. The $2,494,000 in
restructuring and other charges reported in fiscal 1997 included (i) $2,028,000
related to the closing of the Company's manufacturing facility in Wakefield,
Massachusetts and the consolidation of the thermal management operations into
the Fall River, Massachusetts and Temecula, California facilities, and (ii)
$466,000 related to downsizing and management changes throughout the Company.
The additional inventory reserves were recognized to fully reserve the costs of
certain custom thermal management products that were built in anticipation of
orders that have not been received.
Recent Consolidation of Thermal Management Manufacturing Operations
The Company is in the process of closing its thermal management
manufacturing facility in Wakefield, Massachusetts and consolidating its thermal
management manufacturing into its two remaining facilities. The Company hopes
to achieve substantial annual savings once the consolidation is complete. There
can be no assurance that such consolidation will be successful, that the
remaining facilities will be able to manufacture efficiently additional products
or that the anticipated savings will be realized.
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Dependence Upon Key Members of Management
The success of the Company is largely dependent on the efforts of
Marshall D. Butler, Chairman of the Board, Lawrence Butler, President and Chief
Executive Officer and Michael Hoffman, President of the Company's Wakefield
subsidiary. The loss of their services could have a material adverse effect on
the Company's business and prospects. The Company entered into a three-year
employment agreement with Lawrence Butler in August, 1995 and a two year
employment agreement with Mr. Hoffman in November 1996. The Company has
recently hired a new president, Robert Streiter, for its connector business.
There can be no assurance that Mr. Streiter will work well with other managers
in the Company's connector business or create an environment to increase sales
and profitability of that segment.
Dependence on Certain Industries
Sales of connectors to customers in the defense industry account for a
significant portion of connector sales. A decline in the defense budget for
programs which use the Company's connectors could adversely affect the Company's
operating results. In addition, sales of the Company's thermal management
products to customers in the microprocessor industry accounted for most of the
growth in sales of such products since the Company's entry into the business in
October 1993. A decline in the growth of demand for high-performance
microprocessors could cause a decline in the growth of sales of the Company's
thermal management products and adversely affect its operating results.
Quality Control Standards
The Company's products are incorporated into high technology products
manufactured by original equipment manufacturers ("OEMs") and, accordingly, must
meet exacting specifications. A substantial portion of the Company's OEM
customers require the Company to qualify as an approved supplier. In order to
so qualify, the Company must satisfy stringent quality control standards and
undergo extensive in-plant inspections of its manufacturing processes, equipment
and quality control systems. There can be no assurance that the Company will be
able to meet future customer quality requirements.
Competition
Supplying components for use in electronic products is highly
competitive. Competition is based on many factors, including product quality and
reliability, timely delivery, price and ability to develop customer-specific
solutions to thermal management and connector problems. Many companies offer
products and services similar to those offered by the Company, and several of
these competitors are divisions of larger companies with access to greater
financial and marketing resources. In the thermal management segment, the
Company's principal competitors include Aavid Thermal Technologies, Inc.,
Thermalloy, a division of Bowthorpe plc and IERC, a division of Dynamics Corp.
of America. Its principal direct competitors in the connector segment include
ITT's Cannon division, Glenaire, Labinal's Cinch division, Amphenol and
Microtech. There can be no assurance that competitors will not develop products
that are superior to the Company's products. Further, there can be no assurance
that the Company will not experience additional price competition, and that such
competition may not adversely affect the Company's position and results of
operations.
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Technological Changes
The markets for the Company's products are characterized by
technological advances, changes in customer requirements, product introductions
and evolving industry standards. The Company believes that its future success
will depend, in part, on its ability to continue to develop and market products
and product enhancements cost-effectively, which will require continued
expenditures for product engineering, sales and marketing. There can be no
assurance that the Company will be able to modify its products to meet its
customers' needs or that its markets will accept the Company's product
offerings.
Raw Materials Cost
The principal raw material used in thermal management products is
aluminum. Raw materials represent a significant portion of the cost of the
Company's thermal management products. Prices for raw materials are based upon
market prices at the time of purchase. Historically, the price of aluminum has
experienced substantial volatility. Although thermal management products are
generally shipped within 60 days following the order date, increases in raw
materials prices cannot always be reflected in product sales prices. All raw
materials are readily available from multiple suppliers at competitive prices.
In addition, Wakefield Extrusion supplies a portion of the Company's needs for
extruded aluminum, the primary raw material used to manufacture heat sinks. The
Company does not believe its risk in respect to raw material price volatility is
significant since the raw materials for an order are usually purchased within a
short period of time after the order is accepted.
The principal raw materials used in connector products are aluminum,
copper, stainless steel and steel alloy. The Company also uses gold, plating
chemicals, plastics, bar metal and wire in its production of connector products.
These raw materials are subject to market price fluctuation. However, no single
raw material is considered to be a major cost component of the Company's
connector products. All raw materials are readily available from multiple
suppliers at competitive prices.
Control by Management and Certain Directors
Members of Management and the Board of Directors, individually and
through partnerships controlled by certain members of Management and the Board,
assuming all Shares offered hereby are sold, will continue to beneficially own
21% of the currently outstanding shares of Common Stock. By virtue of such
ownership and their positions with the Company, Marshall D. Butler and Lawrence
Butler may have the practical ability to determine the election of all directors
and control the outcome of substantially all matters submitted to the Company's
stockholders. Such concentration of ownership could have the effect of making it
more difficult for a third party to acquire, or discourage a third party from
seeking to acquire, control of the Company.
Environmental Considerations
The Company's manufacturing operations are subject to environmental
laws and regulations which govern waste water discharges, air emissions and the
handling and disposal of solid and hazardous wastes and the remediation of
contamination associated with the disposal of such wastes.
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Potential Anti-Takeover Effects of Delaware Law; Possible Issuances of Preferred
Stock
Certain provisions of Delaware law could delay, impede or make more
difficult a merger, tender offer or proxy contest involving the Company, even if
such events could be beneficial to the interests of the stockholders. Such
provisions could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock. In addition, shares of preferred stock
can be issued by the Board of Directors without stockholder approval on such
terms as the Board may determine. The rights of the holders of Common Stock will
be subject to, and may be adversely affected by, the rights of the holders of
any preferred stock that may be issued in the future. Moreover, although the
ability to issue preferred stock may provide flexibility in connection with
possible acquisitions and other corporate purposes, such issuance may make it
more difficult for a third party to acquire, or may discourage a third party
from acquiring, a majority of the voting stock of the Company.
NO PROCEEDS FROM OFFERING TO THE COMPANY
The Company will receive no part of the proceeds from the sale of any
of the shares by the Selling Stockholder.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Shares offered hereby have been or will be acquired by the Selling
Stockholders pursuant to the Company's Stock Option Plans. A registration
statement on Form S-8 covering securities issued by the Company under the Plan
has been filed with the Securities and Exchange Commission.
The following table sets forth the name of each Selling Stockholder,
his or her relationship with the Company, the amount of the Company's common
stock beneficially owned by such person as of April 2, 1998, the number of
Shares to be offered by such person and the number of Shares and the percentage
of the outstanding Common Stock by such person assuming the sale of all Shares
offered hereby:
<TABLE>
<CAPTION>
No. of Shares No. of Shares Amount to be Percent Owned
Name and Relationship Owned Beneficially Offered Owned After After Offering
With the Company Prior to Offering(1) Hereby(11)(12) Offering (13) (13)(14)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lawrence Butler, 1,184,462(2) 400,000 889,462 11.6%
President and
Chief Financial Officer
Marshall Butler, 621,300(3)(4) 125,000 496,300 6.5%
Chairman
Donald K. Grierson, 200,000 0 200,000 2.6%
Director
Frederic A. Heim, 30,000(3)(5) 25,000 5,000 (15)
Director
Michael J. Konigsberg, 18,167(6) 25,000 1,500 (15)
Director
Warren G. Lichtenstein, 223,300(7) 195,000 28,300 (15)
Director
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Kenneth W. Rind, 70,000(8) 60,000 10,000 (15)
Director
Michael A. Hoffman, 46,000(9) 85,000 26,000 (15)
President -
Wakefield Engineering, Inc.
Johnny J. Blanchard, 49,280(10) 46,000 8,940 (15)
Chief Financial Officer
</TABLE>
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(1) Includes shares deemed to be beneficially owned by such persons
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 have or share
investment or voting power.
(2) Includes 850,060 shares owned by Dot.Com Partners LP, a limited
partnership whose general partner is wholly owned by Mr. L. Butler,
15,000 shares owned by a Trust of which Mr. L. Butler is trustee and
295,000 shares which Mr. L. Butler has the right to acquire upon the
exercise of stock options within 60 days, and 6,402 Shares held in the
Company's 401(k) Plan for Mr. Butler's benefit.
(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 125,000 shares which Mr. M. Butler has the right to acquire
upon the exercise of stock options within 60 days.
(5) Includes 25,000 shares which Mr. Heim has the right to acquire upon the
exercise of stock options within 60 days.
(6) Includes 16,667 shares that Mr. Konigsberg has the right to acquire
upon exercise of stock options within sixty days.
(7) Includes 195,000 shares which Mr. Lichtenstein has the right to acquire
upon the exercise of stock options within 60 days.
(8) Includes 60,000 shares which Mr. Rind has the right to acquire upon the
exercise of stock options within sixty days.
(9) Includes 20,000 shares that Mr. Hoffman has the right to acquire upon
exercise of stock options within sixty days.
(10) Includes 40,340 shares that Mr. Blanchard has the right to acquire
within 60 days upon exercise of stock options, and 8,840 shares held for
his benefit in the Company's 401(k) plan.
(11) Represents all shares subject to options under the Plans whether fully
vested or not as of the date hereof.
(12) The number of Shares offered hereunder by such person may increase to
the extent that such Affiliate is hereafter granted additional options
under the 1994 Plan.
(13) Assumes all shares offered hereby are sold and no other purchases
(including purchases by exercise of options held by such persons) or
sales are made by such Selling Stockholders.
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(14) Based upon 7,654,800 Shares outstanding giving effect to the exercise
of all options currently held by affiliates.
(15) Less than 1%.
The Shares may be sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the NASDAQ National Market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Brokers or dealers engaged by Selling Stockholders
will receive commissions or discounts in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other participating brokers
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act") in connection with such sales.
In addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
EXPERT
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 OPINIONS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Shapiro Forman & Allen LLP, 380 Madison Avenue,
New York, NY 10017.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Limitation of Liability. Section 145 of the Delaware General
Corporation Law (the "DGCL") and the Company's By-Laws provide for
indemnification of the Company's By-Laws, directors and officers and certain
other persons. Under Section 145 of the DGCL and the Company's By-Laws,
directors and officers of the Company may be indemnified by the Company against
all expenses incurred in connection with actions (including, under certain
circumstances, derivative actions) brought against such director or officer by
reason of his or her status as a representative of the Company, or because such
director or officer serves or served as a representative of another entity at
the Company's request, so long as the director or officer acted in good faith
and in a manner he or she reasonable believed to be in, or not opposed to, the
best interests of the Company.
Pursuant to the DGCL, the Company has adopted provisions in its
Certificate of Incorporation which eliminate the personal liability of its
directors and officers to the Company and its stockholders for monetary damages
for breach of the directors' fiduciary duties in certain circumstances and which
authorize the Company to indemnify its directors, officers and other agents, by
bylaw, agreement or otherwise, to the fullest extent permitted by law.
Generally, a director will be liable for monetary damages only for a breach of
the duty of loyalty, a failure to act in good faith, intentional misconduct, a
knowing violation of law, an improper personal benefit, or an illegal dividend
or stock repurchase, but not for negligence or gross negligence in satisfying
the duty of care. The Company's Bylaws require the Company to indemnify its
directors, officers, employees and other agents to the fullest extent permitted
by law. Generally, a director will be entitled to be indemnified against a claim
if a majority of the directors who are not parties, independent legal counsel,
or the stockholders determines that the director 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 Company and, with respect to a criminal action, had no
reasonable cause to believe his or her conduct was unlawful; and his or her
expenses may be advanced by the Company if the director undertakes to reimburse
them if it is ultimately determined that he or she was not entitled to
indemnification.
Indemnification Agreements. The Company has entered into an
indemnification agreement with each of its officers and directors. The
agreements provide that in the event any such executive officer or director, is
or becomes a party or a witness or other participant in any threatened, pending
or completed action, suit or proceeding (an "Action") relating to the fact that
such person is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, the Company shall
indemnify such person to the fullest extent permitted by the DGCL. In addition,
the agreement provides that all reasonable expenses (including legal fees)
incurred by any such person shall be paid by the Company in advance of the final
disposition of any Action.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses
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incurred or paid by a director, officer or controlling person of the Company 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 Company 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 issuer.
ITEM 8. EXHIBITS
The following documents have been previously filed as Exhibits and are
incorporated herein by reference, except those exhibits indicated with an
asterisk which are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
3.1 Certification of Incorporation of the Company, as
amended (1) (2) (3)
3.2 By-laws of the Company (4)
5 Opinion of Shapiro Forman & Allen LLP with respect
to the legality of the securities being registered.*
10.1 1985 Stock Option Plan, together with Amendments
thereto(2)(5)(6)(7)(8)
10.9 1994 Stock Option Plan as Amended and Restated (9)
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Shapiro Forman & Allen LLP (contained in
Exhibit 5)*
</TABLE>
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* Filed herewith.
(1) Incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-2979), which became effective March 7, 1986.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-8, filed September 28, 1987 (Reg. No. 33-17359).
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended October 29, 1995.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended October 31, 1991.
(5) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8, filed March 17, 1988 (Reg. No. 33-20706).
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(6) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8, filed June 30, 1989 (Reg. No. 33-29636).
(7) Incorporated herein by reference to the Company's Annual Report on Form 10-
K for the year ended October 31, 1990.
(8) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-8, filed June 23, 1992 (Reg. No. 33-11627).
(9) Incorporated herein by reference from the Company's Definitive Proxy
Statement filed with the Commission on or about February 23, 1998.
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; and
(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 (i) and (ii) above do not
apply if 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.
II-3
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for the 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
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 Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to Item 6 above, 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, in Los Angeles, California on April 20, 1998.
ALPHA TECHNOLOGIES GROUP INC.
By: /s/ Lawrence Butler
___________________________________
Lawrence Butler, President
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.
Signature Title Date
- --------- ----- ----
/s/ Lawrence Butler President, Chief Executive April 20, 1998
- -------------------------- Officer, and Director
Lawrence Butler
/s/ Marshall Butler Chairman of the Board April 20, 1998
- --------------------------
Marshall Butler
/s/ Johnny J. Blanchard Chief Financial Officer April 20, 1998
- -------------------------- (Principal Financial and
Johnny J. Blanchard Accounting Officer)
/s/ Donald K. Grierson Director April 20, 1998
- --------------------------
Donald K. Grierson
/s/ Frederic Heim Director April 20, 1998
- --------------------------
Frederic Heim
/s/ Michael J. Konigsberg Director April 20, 1998
- --------------------------
Michael J. Konigsberg
/s/ Warren Lichtenstein Director April 20, 1998
- --------------------------
Warren Lichtenstein
/s/ Kenneth Rind Director April 20, 1998
- --------------------------
Kenneth Rind
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- ------------
3.1 Certification of Incorporation of the Company, as amended.
Incorporated herein by reference to the Company's Registration
Statement on Form S-1 (Reg. No. 33-2979), which became effective March
7, 1986, Registration Statement on Form S-8, filed September 28, 1987
(Reg. No. 33-l7359), and to the Company's Annual Report on Form 10-KSB
for the year ended October 29, 1995.
3.2 By-laws of the Company. Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended October 31, 1991.
5 Opinion of Shapiro Forman & Allen LLP with respect to the legality
of the securities being registered.*
10.1 1985 Stock Option Plan, as amended . Incorporated by reference from
the Company's Registration Statement on Form S-8, filed September 28,
1987 (Reg. No. 33-17359), the Company's Registration Statement on Form
S-8, filed March 17, 1988 (Reg. No. 33-20706), Company's Registration
Statement on Form S-8, filed June 30, 1989 (Reg. No. 33-29636), the
Company's Annual Report on Form 10-K for the year ended October 31,
1990, and the Company's Registration Statement on Form S-8, filed June
23, 1992 (Reg. No. 33-48663).
10.9 1994 Stock Option Plan, as amended and restated. Incorporated herein
by reference to the Company's Definitive Proxy Statement filed with
the Commission on or about February 23, 1998.
23.1 Consent of Arthur Anderson LLP*
23.2 Consent of Shapiro Forman & Allen LLP (contained in Exhibit 5)*
- -------------------
* Filed herewith.
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<PAGE>
EXHIBIT 5
April 13, 1998
Alpha Technologies Group, Inc.
330 Barker Cypress Road, Suite 270
Houston, Texas 77094
Re: Alpha Technologies Group, Inc.
Post-Effective Amendment No. 1
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 1,692,668 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 1985 and
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 prospectuses which forms a part of the
Registration Statement.
Very truly yours,
SHAPIRO FORMAN & ALLEN LLP
By: /s/ ROBERT W. FORMAN
----------------------------
Robert W. Forman
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the application of our
report dated December 11, 1997 in Alpha Technologies Group, Inc. annual report
to shareholders incorporated by reference in this Form S-8 to the matters
discussed in Note 6 and Note 9 of the financial statements incorporated by
reference herein. It should be noted that we have performed no audit procedures
subsequent to December 11, 1997, the date of our report, except with respect to
the matters discussed in Note 6 and Note 9 as to which the date is January 15,
1998. Furthermore, we have not audited any financial statements of Alpha
Technologies Group, Inc. as of any date or for any period subsequent to October
26, 1997.
/s/ Arthur Andersen LLP
Houston, Texas
April 20, 1998
