<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Act of 1934
Date of Report (Date of earliest event reported) July 28, 2000
ALPHA TECHNOLOGIES GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14365 76-0079338
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
11990 San Vicente Blvd., Suite 350 Los Angeles, CA 90049
Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code 310-566-4005
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Alpha Technologies Group, Inc. ("Alpha" or the "Registrant") pursuant to a
Stock Purchase Agreement (the "Agreement") dated July 28, 2000, sold its
connector business, Uni-Star Industries, Inc. ("Uni-Star" or the "Business") to
Tyco Electronics Corporation and Tyco Electronics UK Ltd. (the "Buyer"). The
sale included 100% of the outstanding stock of Uni-Star Industries, Inc. and
Microdot Connectors Europe, Ltd. (a wholly owned UK subsidiary of Uni-Star) and
the agreement by Alpha and certain of their affiliates not to engage in the
connector business for five years.
Alpha received $12,300,000, in cash subject to reduction if Uni-Star's Net
Assets (as defined in the Stock Purchase Agreement) is determined to be less
than $3,986,000 as of the closing date. The purchase price was a negotiated
amount between Buyer and Seller.
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Item 7. Pro Forma Financial Statements and Exhibits.
(a) Financial statements of the business acquired. Not applicable.
(b) Pro forma financial statements.
The following unaudited pro forma consolidated financial statements are
filed with this report:
Pro Forma Consolidated Balance Sheet as of April 30, 2000 F-1
Pro Forma Consolidated Statements of Operations:
Year Ended October 31, 1999 F-2
Six Months Ended April 30, 2000 F-3
The Pro Forma Consolidated Balance Sheet of the Registrant as of April
30, 2000 reflects the financial position of the Registrant after giving effect
to the sale of the Business assuming the sale occurred on April 30, 2000, and
includes adjustments which give effect to events that are directly attributable
to the transaction and are factually supportable regardless of whether they have
a continuing impact or are nonrecurring. The Pro Forma Consolidated Statements
of Operations for the fiscal year ended October 31, 1999 and the six months
ended April 30, 2000 assume that the sale of the Business occurred on October
25, 1998, and include adjustments which give effect to events that are directly
attributable to the transaction and expected to have a continuing impact on the
Registrant, and are based on the operations of the Registrant for the fiscal
year ended October 31, 1999 and the six months ended April 30, 2000.
The unaudited pro forma consolidated financial statements have been
prepared by the Registrant based upon assumptions deemed proper by it and are
presented herein for illustrative purposes only. The unaudited pro forma
consolidated financial statements are not necessarily indicative of the future
financial position or future results of operations of the Registrant, or of the
financial position or results of operations of Registrant that would have
actually occurred had the transaction been in effect as of the date or for the
periods presented. In addition, it should be noted that the Registrant's
financial statements will reflect the disposition only from July 28, 2000, the
closing date.
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(c) Exhibits
2. Stock Purchase Agreement By and Among Alpha Technologies Group, Inc.,
Uni-Star Industries, Inc., Tyco Electronics Corporation and Tyco
Electronics UK Ltd. dated July 28, 2000.(Exhibits and schedules
pursuant to the Agreement have not been filed by the Registrant, who
hereby undertakes to file such exhibits and schedules upon request of
the Commission.)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Alpha Technologies Group, Inc.
Date: August 14, 2000 By: /s/ Johnny J. Blanchard
____________________________
Johnny J. Blanchard
Chief Financial Officer
<PAGE>
PRO FORMA FINANCIAL INFORMATION
ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET - APRIL 30, 2000
(UNAUDITED)
(In Thousands)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
--------------------
Historical Uni-Star (a) Other Pro Forma
---------- ------------ ------ ---------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 274 $10,833(b) $11,107
Accounts receivable, net 10,368 (1,408) 8,960
Inventory, net 8,243 (1,648) 6,595
Prepaid expenses 1,080 (177) 903
------- ------- ------- -------
Total current assets $19,965 ($3,233) $10,833 $27,565
Property and Equipment, at cost:
Manufacturing equipment, leasehold
improvements, furniture, fixtures and other 22,983 (3,517) 19,466
------- ------- ------- -------
22,983 (3,517) 19,466
Less accumulated depreciation 12,363 (2,119) 10,244
------- ------- ------- -------
Total property and equipment, net 10,620 (1,398) 9,222
Goodwill, net 2,427 (204) 2,223
Other assets, net 2,315 (20) 2,295
------- ------- ------- -------
Total Assets $35,327 ($4,855) $10,833 $41,305
======= ======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade $ 4,511 ($431) $ 4,080
Accrued compensation and
related benefits 1,480 (232) 1,248
Other accrued liabilities 1,176 (107) 1,503 (c) 2,572
Current portion - debt 1,229 (79) 1,150
------- ------- ------- -------
Total current liabilities 8,396 (849) 1,503 9,050
Revolving Credit Facility 967 (967) 0
Long-term debt 3,340 (500)(b) 2,840
Other long-term liabilities 173 173
Stockholders' Equity 22,451 (4,006) 10,797 29,242
------- ------- ------- -------
Total Liabilities and Stockholders' Equity $35,327 ($4,855) $10,833 $41,305
======= ======= ======= =======
</TABLE>
(a) To eliminate the assets sold and liabilities assumed which were included in
the balance sheet of Uni-Star as of April 30, 2000.
(b) To reflect the net proceeds of the sale of Uni-Star adjusted for pay down
of debt had Uni-Star been sold on April 30, 2000.
(c) To record estimated other costs related to the sale of Uni-Star
F-1
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ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1999
(UNAUDITED)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
---------------------
Historical Uni-Star(a) Other Pro Forma
---------- ----------- ----- ---------
<S> <C> <C> <C> <C>
SALES $65,220 $10,623 $54,597
COST OF SALES 47,955 7,320 40,635
------- ------- ----- -------
Gross profit 17,265 3,303 13,962
OPERATING EXPENSES:
Research and development 738 738
Selling, general and administrative 11,421 2,274 (95)(b) 9,052
------- ------- ----- -------
Total operating expenses 12,159 2,274 (95) 9,790
------- ------- ----- -------
OPERATING INCOME (LOSS) 5,106 1,029 95 4,172
INTEREST INCOME (EXPENSE), net (924) 30 726 (c) (228)
OTHER INCOME (EXPENSE), net (28) (71) 43
------- ------- ----- -------
INCOME (LOSS) BEFORE INCOME TAXES 4,154 988 821 3,987
PROVISION (BENEFIT) FOR INCOME TAXES - 0 0
------- ------- ----- -------
NET INCOME $ 4,154 $ 988 $ 821 $ 3,987
======= ======= ===== =======
NET INCOME PER COMMON SHARE
BASIC $0.60 $ 0.57
======= =======
DILUTED $0.58 $ 0.56
======= =======
SHARES USED IN COMPUTING NET INCOME PER SHARE
BASIC 6,936 6,936
======= =======
DILUTED 7,134 7,134
======= =======
</TABLE>
(a) To eliminate the results of operations of Uni-Star for the entire period.
(b) To reflect loan extension costs that would not have occurred if the sale of
Uni-Star would have taken place at October 25, 1998 since revolving loan
balance would have been paid off. Management believes that the term loan
would have been held until maturity and the revolver paid off, if the sale
of Uni-Star would have taken place at Oct 25, 1998.
(c) To reflect the reduction in effective interest expense and to record
additional interest earned on remaining cash at 5% per annum - due to
proceeds of sale of Uni-Star.
F-2
<PAGE>
ALPHA TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED APRIL 30, 2000
(UNAUDITED)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
----------------------
Historical Uni-Star(a) Other Pro Forma
---------- ----------- ------- ---------
<S> <C> <C> <C> <C>
SALES $34,863 $4,579 $30,284
COST OF SALES 24,830 3,105 21,725
------- ------ ----- -------
Gross profit 10,033 1,474 8,559
OPERATING EXPENSES:
Research and development 425 - 425
Selling, general and administrative 5,569 1,019 4,550
------- ------ ----- -------
Total operating expenses 5,994 1,019 0 4,975
------- ------ ----- -------
OPERATING INCOME (LOSS) 4,039 455 0 3,584
INTEREST INCOME (EXPENSE), net (414) (10) 331(b) (73)
OTHER INCOME (EXPENSE), net 151 (25) 176
------- ------ ----- -------
INCOME (LOSS) BEFORE INCOME TAXES 3,776 420 331 3,687
======= ====== ===== =======
PROVISION (BENEFIT) FOR INCOME TAXES 0
------- ------ ----- -------
NET INCOME $ 3,776 $ 420 $ 331 $ 3,687
======= ====== ===== =======
NET INCOME PER COMMON SHARE
BASIC $0.57 $ 0.56
======= =======
DILUTED $0.53 $ 0.52
======= =======
SHARES USED IN COMPUTING NET INCOME PER SHARE
BASIC 6,615 6,615
======= =======
DILUTED 7,147 7,147
======= =======
</TABLE>
(a) To eliminate the results of operations of Uni-Star for the entire period.
(b) To reflect the reduction in effective interest expense and to record
additional interest earned on remaining cash at 5% per annum - due to
proceeds of sale of Uni-Star.
F-3
<PAGE>
INDEX TO EXHIBIT
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
2. Stock Purchase Agreement By and Among Alpha
Technologies Group, Inc., Uni-Star Industries, Inc.,
Tyco Electronics Corporation and Tyco Electronics
UK Ltd. dated July 28, 2000.(Exhibits and schedules
pursuant to the Agreement have not been filed by the
Registrant, who hereby undertakes to file such
exhibits and schedules upon request of the
Commission.)
