<PAGE>
--SCHEDULE 14A TEMPLATE--
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
ALPHA TECHNOLOGIES GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
ALPHA TECHNOLOGIES GROUP, INC.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 2000
TO THE STOCKHOLDERS OF ALPHA TECHNOLOGIES GROUP, INC.:
The 2000 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 Tuesday, April 18, 2000, at 750 Lexington Avenue, 27th Floor,
New York, NY 10022 for the following purposes:
1. To elect six directors to the Board of Directors who will each serve
for a term of one year or 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 February 25, 2000,
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,
Chairman and Chief Executive Officer
March 6, 2000
<PAGE>
ALPHA TECHNOLOGIES GROUP, INC.
306 Pasadena Avenue
South Pasadena, CA 91030
----------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
----------------
The 2000 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 Tuesday, April 18, 2000, at 750 Lexington Avenue,
27th Floor, New York, NY 10022. 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 6, 2000.
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
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 six 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 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. The 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.
Shares Entitled to Vote
The Company's only outstanding class of voting securities 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 February 25, 2000
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof. As of the Record Date,
there were 6,599,822 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 place of the Meeting by any stockholder for any purpose
germane to the Annual Meeting during ordinary business hours from April 7, 2000
until the Annual Meeting date.
<PAGE>
A stockholder 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 stockholder's
broker, bank or nominee in whose name the shares are registered executing and
delivering a proxy on his or her behalf or (ii) the stockholder attending the
Annual Meeting with a proxy or other authorization to vote from the registered
owner and voting.
ITEM 1. ELECTION OF DIRECTORS
It is intended that a proxy in the accompanying proxy, 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, Kenneth W. Rind and
Robert C. Streiter as directors of the Company for a term of one year, or 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 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 Nominees.
<TABLE>
<CAPTION>
Name Age Principal Occupation for Past Five Years
- ---- --- ------------------------------------------------
<S> <C> <C>
Lawrence Butler............ 37 Mr. L. Butler has been Chairman and Chief
Executive Officer since May 1999. He was
President and Chief Executive Officer of Alpha
from April 19, 1995 until May 1999. 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.
Marshall D. Butler......... 73 Mr. M. Butler was Chairman of the Board of Alpha
from April 26, 1993 until May 1999. He has been
a director of Alpha since April 2, 1993. From
September 22, 1994 through April 19, 1995, Mr.
Butler served as Chief Executive Officer of
Alpha. Mr. M. Butler is currently Chairman of
First Israel Mezzanine Fund, which focuses on
buyouts of Israeli companies, and is a director
of Israel Infinity Venture Capital, a venture
capital fund that invests in Israeli companies.
He was a director of AVX Corporation, a
manufacturer of ceramic capacitors from 1973 to
1999, and was Chief Executive Officer of AVX
Corporation from December 1973 until 1993. Mr.
Butler was a director of Mass Mutual Corporate
Investors from 1994 through 1995, and Mass
Mutual Participation Investors from 1989
through 2000. Mr. Butler is the father of
Lawrence Butler. Member of the Executive, Stock
Option and Compensation Committees.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name Age Principal Occupation for Past Five Years
- ---- --- ------------------------------------------------
<S> <C> <C>
Donald K. Grierson.......... 65 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. For more than the past five
years, Mr. Grierson has 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............ 73 Mr. Heim has been a 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.
Dr. Kenneth W. Rind......... 64 Dr. Rind has been a director of the Company
since April 1995. Dr. Rind is a long term
venture capitalist and, since 1998, is a
General Partner of Israel Infinity Venture
Corporation. 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; and ESC Medical Systems, Ltd., a
medical equipment manufacturer. Member of Audit
and Stock Option Committees.
Robert C. Streiter.......... 39 Mr. Streiter has been President and Chief
Operating Officer of the Company since May
1999. He has been president of Uni-Star
Industries, Inc. since March 23, 1998 and
President of Wakefield Engineering, Inc. since
September 21, 1998. Mr. Streiter was previously
employed at AVX Filters Corp. in the positions
of Controller, Operations Manager and Plant
Manager; and previously employed at Johanson
Dielectrics, Inc. from November 1997 until he
left to join Uni-Star.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF THE SIX NOMINEES FOR
DIRECTOR NAMED IN THIS PROXY STATEMENT.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 31, 2000, 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 of the Company; (iii) each named executive officer; and (iv) all
directors and executive officers, as a group. Except as otherwise specified,
the named beneficial owner has sole voting and investment power.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owners(1) Beneficial Ownership(2) of Class(2)
---------------------------------------- ----------------------- -----------
<S> <C> <C>
Marshall D. Butler(3)(4)................. 950,850 14.2%
Lawrence Butler(5)....................... 1,354,108 19.7%
Donald K. Grierson(6).................... 210,000 3.2%
Frederic A. Heim(3)(7)................... 40,000 *
Dr. Kenneth W. Rind (8).................. 80,000 1.2%
Dot.Com Partners, L.P.(9)................ 850,060 13.0%
Robert C. Streiter(10)................... 77,134 1.2%
Steve Chupik (11)........................ 269,308 4.1%
Johnny Blanchard (12).................... 32,100 *
Dimensional Fund Advisors Inc. .......... 414,800 6.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401(13)
All Directors and Executive Officers as a
Group (8 Persons)(14)................... 3,013,500 41.9%
</TABLE>
- --------
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Alpha Technologies Group, Inc., 306 Pasadena Avenue, South Pasadena, CA
91030.
(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
beneficial 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, and 217,900 shares owned by
a trust of which Mr. M. Butler is a trustee.
(5) Includes 850,060 shares owned by Dot.Com, 15,000 shares owned by a Trust
of which Mr. L. Butler is trustee and 294,998 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 35,000 shares that Mr. Heim has the right to acquire upon
exercise of stock options within 60 days.
(8) Includes 70,000 shares which Mr. Rind has the right to acquire upon the
exercise of stock options within 60 days.
(9) Shares owned by Dot.Com are also included in the number of shares reported
as beneficially owned by Mr. L. Butler.
(10) Includes 38,334 shares that Mr. Streiter has the right to acquire upon
exercise of stock options within sixty days. Includes 14,800 shares owned
by Mr. Streiter's spouse. Mr. Streiter disclaims beneficial ownership of
such shares.
(11) Includes 29,533 shares that Mr. Chupik has the right to acquire upon
exercise of stock options within 60 days. Includes 228,475 shares held by
the Company 401(k) Plan, over which Mr. Chupik has sole voting authority.
(12) Includes 32,000 shares that Mr. Blanchard has the right to acquire upon
exercise of stock options within 60 days.
(13) Dimensional Fund Advisors Inc. ownership as of December 31, 1999.
(14) Includes 634,865 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 217,900 shares, owned by a trust of
which Mr. M. Butler is a trustee. Includes 228,475 shares held by the
Company 401(k) Plan, over which Mr. Chupik has sole voting authority.
4
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- ------------------------------------------------
<S> <C> <C>
Lawrence Butler............ 37 Chairman and Chief Executive Officer
Johnny J. Blanchard........ 41 Secretary, Treasurer and Chief Financial Officer
Robert C. Streiter......... 39 President and Chief Operating Officer
Steve E. Chupik............ 56 Vice President Administration
</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. Chupik has been Vice President Administration of the Company since
August 1993; from May 1988, he was Vice President Human Resources of the
Company. Effective as of the Company's board of directors meeting held on
February 22, 2000, Mr. Chupik was deemed an officer for purposes of Section 16
of the Securities Exchange Act of 1934.
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 "Named Executive Officers", the only executive
officers who received compensation in excess of $100,000 during the fiscal year
ended October 31, 1999.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------- ----------------
Awards
----------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary ($) Bonus ($) Other Options/SARs (#) Compensation
------------------ ------ ---------- --------- ------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Butler......... 1999 220,375 112,875 -- 120,000(2) 11,322(3)
Chairman and 1998 170,208 -- -- 80,000(2) 12,306(3)
Chief Executive 1997 185,833 -- -- 25,000(2) 11,400(3)
Officer(1)
Robert C. Streiter...... 1999 173,465 100,000 5,385(8) 50,000(5) 6,375(6)
President and 1998 76,924 37,500 -- 100,000(5) 2,308(6)
Chief Operating
Officer(4)
Steve E. Chupik......... 1999 111,666 36,000 24,994(8) 25,000(9) 4,099(6)
Vice President-- 1998 100,000 -- -- 5,000(9) 3,000(6)
Administration(7) 1997 100,000 -- -- 5,000(9) 3,000(6)
Johnny J. Blanchard..... 1999 100,012 31,185 -- 15,000(10) 3,000(6)
Chief Financial Officer 1998 93,750 -- -- -- 2,813(6)
1997 90,000 -- -- 20,000(10) 2,700(6)
</TABLE>
- --------
(1)On May 26, 1999, Mr. L. Butler became Chairman and Chief Executive Officer
of the Company. Effective December 1, 1999, Mr. L. Butler's salary
increased to $242,681 per annum. See "Employment Agreements".
5
<PAGE>
(2) On August 19, 1997, Mr. L. Butler was granted 16,695 incentive stock
options which are exercisable at $3.9875 per share and 8,305 non-qualified
stock options which are exercisable at $3.625 per share. All options were
granted under the Company's stock option plan. On the date of the grant,
the fair market value of the shares was $3.625. On January 15, 1998, Mr.
L. Butler was granted 25,220 incentive stock options which are exercisable
at $3.875 per share and 54,780 non-qualified stock options which are
exercisable at $4.2625 per share. All options were granted under the
Company's stock option plan. On the date of the grant, the fair market
value of the shares was $3.875. Mr. Butler received 29,114 options
exercisable at $4.31 on August 2, 1999. On that same date, he received
20,886 options exercisable at $4.74. At the time of grant, the fair market
value of the stock was $4.31. On October 12, 1999, Mr. Butler received
options for 64,612 shares exercisable at $5.21 and options for 5,388
shares exercisable at $5.74 per share. At the time of grant, the fair
market value of the stock was $5.21.
(3) Represents car allowance of $7,200 and 401(k) Employer Matching
Contribution of $4,122 for fiscal 1999; represents car allowance of $7,200
and 401(k) Employer Matching Contribution of $4,500 for fiscal 1998;
represents car allowance of $6,900 and 401(k) Employer Matching
Contribution of $4,500 for fiscal 1997.
(4) Mr. Streiter joined Uni-Star as President on March 23, 1998 and assumed
the additional responsibility of President of Wakefield on September 21,
1998. He became President and Chief Operating Officer of the Company on
May 26, 1999.
(5) On September 2, 1999, Mr. Streiter was granted 50,000 options exercisable
at $4.81, the fair market value on such date. On April 14, 1998 Mr.
Streiter was granted 15,000 incentive stock options which are exercisable
at the fair market value on such date, $4.5938. These options were
replaced with new options effective October 21, 1998 with a price of
$1.8750 per share. On October 21, 1998 Mr. Streiter was granted 85,000
incentive stock options which are exercisable at the fair market value on
such date, $1.8750.
(6) Represents 401(k) Employer Matching Contributions.
(7) Mr. Chupik became an officer within the meaning of Section 16 of the
Exchange Act effective as of February 22, 2000.
(8) Represents accrued vacation payments.
(9) On December 1, 1998, Mr. Chupik was granted 25,000 incentive stock options
which are exercisable at the fair market value on such date, $1.72. On
October 30, 1996 and December 15, 1997, Mr. Chupik was granted 5,000
incentive stock options which were exercisable at the fair market value on
such date of $4.56 and $4.19, respectively. These options were replaced
with new options effective October 21, 1998 with an exercise price of
$1.8750.
(10) On October 12, 1999, Mr. Blanchard was granted 15,000 stock options which
are exercisable at the fair market value on such date, $5.22. On October
30, 1996, Mr. Blanchard was granted 20,000 stock options which are
exercisable at the fair market value on such date, $4.56.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding grants to stock options
to the Named Executive Officers during the last fiscal year. No SARs were
granted during the last fiscal year.
<TABLE>
<CAPTION>
% of Potential Realizable
Options/ Value at Assumed Annual
SARs Rates of Stock
Granted to Appreciation for Option
Employees Term
Options/SARs during Exercise Expiration ------------------------
Name Granted Fiscal Year Price/Share Date 5% per year 10% per year
- ---- ------------ ----------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lawrence Butler......... 120,000 33.4% $4.94(1) 8/04 $148,684 $342,851
10/04
Robert C. Streiter...... 50,000 13.9% 4.81 9/04 66,480 146,904
Steve E. Chupik......... 25,000 6.96% 1.72 11/03 11,871 26,223
Johnny J. Blanchard..... 15,000 4.17% 5.22 10/04 21,628 47, 792
</TABLE>
- --------
(1) Represents weighted average.
6
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal Year Ended October 31, 1999
and FY-End Option Values
The following table sets forth information regarding each exercise of stock
options during the fiscal year ended October 31, 1999 by the Named Executive
Officers and the fiscal year-end value of unexercised options held by such
persons.
<TABLE>
<CAPTION>
Number of
Unexercised Value Unexercised
Shares Options at In-the-Money
Acquired FY-End (#) Options At FY-End
on Value Exercisable/ Exercisable/
Exercise # Realized Unexercisable Unexercisable
---------- -------- --------------- -----------------
<S> <C> <C> <C> <C>
Lawrence Butler........... -0- -0- 268,332/181,668 $332,128/$ 99,585
Robert C. Streiter........ -0- -0- 38,334/111,666 $126,981/$223,018
Steve E. Chupik........... -0- -0- 24,339/28,601 $ 84,231/$ 98,647
Johnny J. Blanchard....... -0- -0- 32,000/15,000 $ 19,875/$ 0
</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 an annual bonus based on the Company's earnings from
continuing operations, less minority interest and before provision for income
taxes.
Effective March 23, 1999, the Company entered into a two year employment
agreement, with Robert C. Streiter pursuant to which Mr. Streiter is to serve
as president of the Company. Under the agreement, Mr. Streiter is to receive an
annual salary of $200,000 and participate in the Company's bonus 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 stock options outstanding under three plans:
1981 Incentive Stock Option Plan and the 1985 and 1994 Stock Option Plans
(collectively, the "Stock Option Plans"), options may only be granted under the
1994 Plan.
As of January 31, 2000, the number of shares available for future grant
under the 1994 Plan was 452,699 and as of such date the Company had outstanding
options to acquire an aggregate of 1,271,432 shares of Common Stock under all
Stock Option Plans.
Compensation of Directors
On January 15, 1998, the Company's board of directors approved an amendment
to the Company's 1994 Stock Option Plan to provide for the annual grant (for
the next three years) of options to purchase 10,000
7
<PAGE>
Shares to each director who is not an employee of the Company. 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.
Previously, the compensation plan provided 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.
Compensation Committee Interlocks and Insider Participation
The Board has a Compensation Committee, which currently consists of Marshall
D. Butler, Donald K. Grierson and Frederic A. Heim. For services to the
Company, Marshall Butler received compensation of $75,000 during the last
fiscal year.
Compensation Committee Report
Lawrence Butler's salary for the fiscal year ended October 31, 1999 was
based upon his employment agreement which was entered into on September 29,
1995. The agreement provided for a base annual salary, subject to annual
review, of $180,000, plus a bonus based on the Company achieving certain
approved targeted earnings. The Committee has recommended increases to Mr. L.
Butler's salary, which is currently $242,681 per year. Prior to determining Mr.
Butler's compensation, the Committee reviewed available surveys of compensation
packages for chief executives in the electronics components manufacturing
industry. The Committee also believes that granting the chief executive officer
stock options best aligns his interests with those of the Company's
stockholders.
It is the Committee's policy to provide its executive officers with a
moderately competitive salary and incentives in the form of stock options and
cash bonuses tied to targeted earnings.
Marshall D. Butler
Frederic A. Heim
Donald K. Grierson
8
<PAGE>
Performance Graph
The graph below compares the cumulative total stockholder'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.
The graph assumes the value of the fixed investment was $100 on October 31,
1994, and that all dividends were reinvested.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
NASDAQ Industry
Measurement Period Alpha Composite Group
------------------ ----- --------- --------
<S> <C> <C> <C>
October 31, 1994................................. 100 100 100
October 31, 1995................................. 203 133 127
October 31, 1996................................. 93 157 185
October 31, 1997................................. 90 205 246
October 31, 1998................................. 34 228 323
October 31, 1999................................. 104 382 487
</TABLE>
9
<PAGE>
MEETINGS OF BOARD AND COMMITTEES
During the fiscal year ended October 31, 1999, the Board of Directors of the
Company held 4 meetings and acted by unanimous written consent once. 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 Frederic Heim and Kenneth
Rind. The Audit Committee held one formal meeting in fiscal year 1999. The
Board of Directors also has a standing Compensation Committee to 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, Donald Grierson and Frederic Heim. The Compensation Committee held one
formal meeting in fiscal year 1999. 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 1999, the
Executive Committee 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 Marshall Butler, Donald K. Grierson and Kenneth Rind. The Stock
Option Committee met one time and acted by unanimous written consent five times
during fiscal year 1999.
Each director participated 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,
during the fiscal year ended October 31, 1999.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the 2001
Annual Meeting of Stockholders of the Company must be received by the Company
no later than December 18, 2000.
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 were complied with in a timely manner during fiscal year 1999.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP was appointed the Company's independent public
accountants for fiscal 1999. A representative of Grant Thornton LLP is expected
to be present at the 2000 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.
10
<PAGE>
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,
Chairman and Chief Executive Officer
Dated: March 6, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 31, 2000, WILL BE SENT WITHOUT CHARGE TO ANY STOCKHOLDER REQUESTING IT
IN WRITING FROM: INVESTOR RELATIONS, ALPHA TECHNOLOGIES GROUP, INC., 1155 DAIRY
ASHFORD, SUITE 216, HOUSTON, TX 77079.
11
<PAGE>
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 18, 2000
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 Februay 25, 2000, at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 10:00 a.m. on April 18, 2000,
at 750 Lexington Avenue, 27th Floor, New York, NY 10022, 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
<PAGE>
[X] Please mark votes as in this example.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS TO A 2. FOR THE TRANSACTION OF SUCH OTHER
ONE-YEAR TERM. BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING AND ANY ADJOURNMENTS OR
NOMINEES: Marshall D. Butler, POSTPONEMENTS THEREOF.
Lawrence Butler, Donald K. Grierson,
Frederic A. Heim, Kenneth W. Rind PROXIES NOT MARKED WILL BE VOTED FOR
and Robert C. Streiter ALL NOMINEES IN PROPOSAL 1.
PROXIES NOT MARKED TO WITHHOLD MARK HERE FOR ADDRESS CHANGE AND NOTE
AUTHORITY WILL BE VOTED FOR THE BELOW [ ]
ELECTION OF ALL NOMINEES WHOSE NAMES
ARE NOT WRITTEN ON THE LINE BELOW. IMPORTANT: Signatures should
correspond exactly with the name(s)
[ ] FOR ALL NOMINEES as they appear on the stock record
[ ] WITHHELD FROM ALL NOMINEES books of the Company. Each joint
owner shall sign. Executors,
administrators, trustees, etc. should
[ ] _________________________________ give full title.
For all nominees except as noted
above
Signature:__________________ Date:________
Signature:__________________ Date:________
IF HELD JOINTLY
</TABLE>
