ALTRON INC, S-3, 1995-03-29

ALTRON INC
S-3, 1995-03-29
PRINTED CIRCUIT BOARDS

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION--DATED MARCH 29, 1995

PROSPECTUS
--------------------------------------------------------------------------------
1,200,000 Shares
ALTRON INCORPORATED
Common Stock
--------------------------------------------------------------------------------

Of the 1,200,000 shares of common stock, par value $.05 per share (the "Common
Stock"), offered hereby, 1,100,000 shares are being sold by Altron Incorporated
("Altron" or the "Company") and 100,000 shares are being sold by a stockholder
of the Company (the "Selling Stockholder"). The Company will not receive any of
the proceeds from the sale of shares of Common Stock by the Selling
Stockholder. See "Principal and Selling Stockholders."

The Common Stock is included in The Nasdaq Stock Market's National Market (the
"Nasdaq National Market") under the symbol "ALRN." On March 28, 1995, the last
reported sales price of the Common Stock as reported on the Nasdaq National
Market was $15.75 per share. See "Price Range of Common Stock."

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
--------------------------------------------------------------------------------

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.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share...................... $ $ $ $
--------------------------------------------------------------------------------
Total(3)....................... $ $ $ $
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) The Company and the Selling Stockholder have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933. See "Underwriting."

(2) Before deducting expenses payable by the Company estimated to be $250,000.

(3) The Company has granted the several Underwriters a 30-day over-allotment
option to purchase up to 180,000 additional shares of the Common Stock on
the same terms and conditions as set forth above. If all such additional
shares are purchased by the Underwriters, the total Price to Public will be
$ , the total Underwriting Discounts and Commissions will be $ , the
total Proceeds to Company will be $ and the total Proceeds to Selling
Stockholder will be $ . See "Underwriting."
--------------------------------------------------------------------------------
The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Stockholder and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters is
expected to be made at the office of Prudential Securities Incorporated, One
New York Plaza, New York, New York, on or about May , 1995.

PRUDENTIAL SECURITIES INCORPORATED NEEDHAM & COMPANY, INC.

May , 1995
<PAGE>

[PRODUCT PHOTOS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITING."

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and Consolidated Financial Statements and Notes thereto appearing
elsewhere in this Prospectus or incorporated by reference herein. Unless
otherwise indicated, all share and per share data and related information in
this Prospectus have been adjusted to reflect a three-for-two split of the
Common Stock effected on February 10, 1995 as a 50% stock dividend distributed
to all shareholders of record as of January 20, 1995. Unless otherwise
indicated, the information in this Prospectus assumes that the Underwriters'
over-allotment option will not be exercised.

THE COMPANY

Altron Incorporated ("Altron" or the "Company") is a leading contract
manufacturer of interconnect products used in advanced electronic equipment.
The Company manufactures complex products in the mid-volume sector of the
electronic interconnect industry. Altron's products generally require greater
engineering and manufacturing expertise than mass-produced, less complex
products. The Company manufactures custom-designed backplanes, surface mount
assemblies and total systems, as well as multilayer, high density printed
circuit boards. Altron works closely with its customers from the early stages
of product design and development. The Company provides original design,
engineering prototype, preproduction and volume production capabilities.

Altron is benefitting from the trend by original equipment manufacturers
("OEMs") to outsource their manufacturing and concentrate their resources on
research, development, sales and marketing. The Company believes that the trend
towards increased reliance by OEMs on independent manufacturers reflects the
OEMs' recognition that, for complex electronic interconnect products,
independent manufacturers can provide greater specialization, expertise,
responsiveness and flexibility and can offer shorter delivery cycles than can
be achieved by internal production.

Altron's strategy is to continue to use its well established multilayer, high
density printed circuit board manufacturing and engineering capabilities to
further expand into the rapidly growing contract manufacturing business,
providing products and services including backplanes, surface mount assemblies,
power supplies and total systems. Key elements of this strategy include
providing its customers with the highest levels of quality, superior service
and leading-edge technology. In fiscal 1994, approximately 61% of Altron's net
sales were attributable to value added contract manufacturing, with the
remaining 39% of net sales attributable to printed circuit board manufacturing.

Altron believes its capabilities both in manufacturing multilayer, high
density printed circuit boards and in providing value added contract
manufacturing services position the Company to serve high growth OEMs in the
rapidly changing electronics markets. Altron's OEM customers include a
diversified base of manufacturers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry, such as AT&T Corp., Cabletron Systems, Inc., Cascade
Communications Corp., Cisco Systems, Inc., Data General Corporation, EMC
Corporation, General Datacomm Industries, Inc., General Electric Company,
Hewlett-Packard Company, Motorola, Inc., Pyramid Technology Corporation,
Siemens Rolm Communications, Inc., Silicon Graphics, Inc., and Stratacom, Inc.

The Company markets its products and services through its marketing and
customer service organization of 39 employees, and through 17 independent sales
representative organizations located in the major electronics market areas in
the United States. Altron operates three manufacturing plants totaling 285,000
square feet located in Massachusetts and Northern California, two of the major
electronics centers in the United States. The Company's two principal plants
are ISO 9002 registered.

In June 1994, Altron Systems Corporation, a wholly-owned subsidiary of
Altron, acquired substantially all of the assets of Astrio Corporation
("Astrio"), a contract manufacturer. In December 1994, Altron combined its West
Coast systems manufacturing operations with those of Astrio in a new, expanded
manufacturing facility in Fremont, California.

The Company is a Massachusetts corporation and was organized in 1970. Its
principal executive offices are located at One Jewel Drive, Wilmington,
Massachusetts 01887; its telephone number is (508) 658-5800.

3
<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by the Company.......... 1,100,000 shares
Common Stock Offered by the Selling Stock-
holder...................................... 100,000 shares
Common Stock to be Outstanding after the Of-
fering(1)................................... 9,544,888 shares
Use of Proceeds by the Company............... Working capital requirements and
other general corporate purposes.
See "Use of Proceeds."
The Nasdaq National Market Symbol............ ALRN
</TABLE>

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, 1994
----------------------
ACTUAL AS ADJUSTED(3)
------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................ $24,542 $40,578
Total assets........................................... 68,522 84,558
Long-term debt......................................... 8,646 8,646
Stockholders' investment............................... 40,381 56,417
</TABLE>
--------
(1) Based on the number of shares outstanding on March 27, 1995. Does not
include an aggregate of 807,150 shares issuable upon exercise of options
outstanding on March 27, 1995.

(2) Reflects the June 9, 1994 acquisition of Astrio, a manufacturer of complex
surface mount assemblies, for $4,685,000, including $3,000,000 in cash and
167,108 shares of Common Stock. In connection with the Astrio acquisition,
the Company also assumed $1,565,000 in liabilities and incurred $64,000 in
acquisition costs. See Note 2 of Notes to Consolidated Financial
Statements.

(3) Adjusted to reflect the sale of the 1,100,000 shares of Common Stock
offered by the Company hereby, assuming an initial public offering price of
$15.75 per share (the last reported sales price of the Common Stock on
March 28, 1995) and after deduction of the underwriting discounts and
commission, estimated offering expenses payable by the Company and the
application of the estimated net proceeds therefrom. See "Use of Proceeds"
and "Capitalization."

References in this Prospectus to fiscal years are to the Company's fiscal years
which end on the Saturday closest to December 31. Operations for fiscal 1992
include 53 weeks, while all other years presented include 52 weeks.

4
<PAGE>

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Investors should carefully consider the following risk factors
as well as other information set forth in this Prospectus.

DEPENDENCE ON ELECTRONICS INDUSTRY. Altron's customers are manufacturers in
the telecommunications, data communications, computer, industrial and medical
systems segments of the electronics industry. These industry segments, as well
as the electronics industry as a whole, are subject to rapid technological
change and product obsolescence. Discontinuance or modification of products
containing components manufactured by Altron could adversely affect the
Company's results of operations. The electronics industry is also subject to
economic cycles and has experienced and is likely in the future to experience
downturns. A downturn in the electronics industry could have a material adverse
effect on Altron's business, financial condition and results of operations. See
"Business--Customers and Markets."

VARIABILITY OF CUSTOMER REQUIREMENTS; NATURE OF CUSTOMER COMMITMENTS ON
ORDERS. The level and timing of orders placed by the Company's OEM customers
vary due to customer attempts to manage inventory, changes in the OEMs'
manufacturing strategy and variation in demand for customer products. The
Company typically does not obtain long-term purchase orders or commitments but
instead works with its customers to anticipate the future volume of orders.
Based on such anticipated future volumes, the Company makes commitments
regarding the levels of business that it will seek and accept, the timing of
production schedules and the levels and utilization of personnel and other
resources. A variety of conditions, both specific to the individual customer
and generally affecting the customer's industry, may cause customers to cancel,
reduce or delay orders that were either previously made or anticipated.
Generally, customers may cancel, reduce or delay purchase orders and
commitments without penalty, except for payment for work and materials expended
through the cancellation date. Significant or numerous cancellations,
reductions, or delays in orders by a customer or group of customers could
adversely affect the Company's results of operations. See "Business--Customers
and Markets."

FLUCTUATIONS IN OPERATING RESULTS. The Company's results of operations have
varied and may continue to fluctuate significantly from period to period,
including on a quarterly basis. Operating results are affected by a number of
factors, including timing of orders from and shipment to major customers, the
volume of orders as related to the Company's capacity, timing of expenditures
in anticipation of future sales, economic conditions in the electronics
industry and the mix of products. Operating results can also be significantly
influenced by the development and introduction of new products by the Company's
customers.

The Company's customers generally require short delivery cycles, and a
substantial portion of the Company's backlog is typically scheduled for
delivery within 120 days. Quarterly sales and operating results therefore
depend in part on the volume and timing of bookings received during the
quarter. Backlog fluctuations affect the Company's ability to plan production
and inventory levels, which could lead to fluctuations in operating results. A
significant portion of the Company's operating expenses are relatively fixed in
nature and planned expenditures are based in part on anticipated orders. Any
inability to adjust spending quickly enough to compensate for any revenue
shortfall may magnify the adverse impact of any such revenue shortfall on the
Company's results of operations. Results of operations in any period should not
be considered indicative of the results for any future period, and fluctuations
in operating results may also result in fluctuations in the price of the
Company's Common Stock. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

TECHNOLOGICAL CHANGE AND PROCESS DEVELOPMENT. The market for the Company's
manufacturing services is characterized by rapidly changing technology and
continuing process development. The future success of the Company's business
will depend in large part upon its ability to maintain and enhance its
technological capabilities, develop and market manufacturing services which
meet changing customer needs and successfully anticipate or respond to
technological changes in manufacturing processes on a cost-effective and timely
basis. Although management believes that the Company's operations utilize the
assembly and

5
<PAGE>

testing technologies and equipment currently required by the Company's
customers, there can be no assurance that the Company's process development
efforts will be successful or that the emergence of new technologies, industry
standards or customer requirements will not render the Company's technology,
equipment or processes obsolete or uncompetitive. In addition, to the extent
that the Company determines that new assembly and testing technologies and
equipment are required to remain competitive, the acquisition and
implementation of such technologies and equipment are likely to continue to
require significant capital investment by the Company. There can be no
assurance that this capital will be available in the future. See "Business--
Electronic Interconnect Industry Overview," "--Business Strategy" and "--
Manufacturing Capabilities and Services."

COMPETITION. The electronic interconnect industry, which includes contract
manufacturing, is highly fragmented and is characterized by intense
competition. Altron competes in the technologically advanced segment of the
electronic interconnect industry, which is also highly competitive but is less
fragmented than the industry as a whole. The Company competes against numerous
domestic electronic interconnect product manufacturers. In addition, current
and prospective customers continually evaluate the merits of manufacturing
products internally and will from time to time offer manufacturing services to
third parties in order to utilize excess capacity. Certain of the Company's
competitors have substantially greater manufacturing, financial and marketing
resources than the Company. The Company may be operating at a cost disadvantage
compared to manufacturers who have greater direct buying power with component
suppliers or who have lower cost structures. During downturns in the
electronics industry, OEMs may become more price sensitive.

The Company believes that the principal competitive factors in the electronic
interconnect industry are quality, service, technology, manufacturing
capability, regional access, price, reliability, timeliness and flexibility.
There can be no assurance that competition from existing or potential
competitors will not have a material adverse effect on the Company's results of
operations.

The introduction of lower priced competitive products or significant price
reductions by the Company's competitors could result in price reductions that
would adversely affect the Company's results of operations, as would the
introduction of new technologies which would render the Company's existing
electronic interconnect technology less competitive or obsolete.

CUSTOMER CONCENTRATION. For the year ended December 31, 1994, one of the
Company's customers, Motorola, Inc., accounted for approximately 13% of the
Company's revenues. In addition, in the aggregate the Company's twelve largest
customers accounted for approximately 57% of the Company's revenues for such
period. The loss of, or a significant curtailment of purchases by, any one or
more of these customers would have a material adverse effect on the Company's
results of operations. The Company anticipates that a significant portion of
its sales will continue to be concentrated in a small number of customers. See
"Business--Customers and Markets."

MANAGEMENT OF GROWTH. Altron has grown rapidly in recent years, including its
rapid expansion into the value added contract manufacturing business. A
continuing period of rapid growth, including geographic expansion, could place
a significant strain on the Company's management, operations and other
resources. The Company's ability to manage its growth will require it to
continue to invest in its operations, including its financial and management
information systems, and to retain, motivate and effectively manage its
employees. If the Company's management is unable to manage growth effectively,
the quality of the Company's services and products, its ability to retain key
personnel and its results of operations could be materially and adversely
affected. See "Business--Employees" and "Management."

DEPENDENCE ON KEY PERSONNEL. The Company is highly dependent on its executive
officers and certain other key personnel, many of whom could be difficult to
replace. If the Company were to lose the services of certain of these people,
the Company's operating results could be adversely affected. In addition,
continued

6
<PAGE>

growth and expansion of the Company's value added contract manufacturing
business and development of the Company will require that, despite significant
competition, it attract, motivate, and retain additional skilled and
experienced personnel. There can be no assurance that the Company will be able
to attract, motivate and retain personnel with the skills and experience needed
to successfully manage the Company's business and operations. See "Business--
Employees" and "Management."

AVAILABILITY OF COMPONENTS. Electronic components used by Altron in producing
backplanes, surface mount assemblies and total systems are purchased by Altron
and, in certain circumstances, Altron may be required to bear the risk of
component price fluctuations. In addition, shortages of certain types of
electronic components have occurred in the past and may occur in the future.
Component shortages or price fluctuations could have an adverse effect on the
Company's backplane, surface mount assembly and total systems business, thereby
adversely affecting the Company's results of operations. To date, component
price fluctuations or shortages have not materially affected the Company. To
the extent that the Company's backplane, surface mount assembly and total
systems business expands as a percentage of the Company's net sales, component
shortages and price fluctuations would adversely affect the Company's results
of operations to a greater extent. A component for a major OEM contract is
obtained from a single source. An interruption or loss of this component supply
could have a material adverse effect on the Company's business and results of
operations. See "Business--Manufacturing Capabilities and Services--Materials
Procurement and Handling."

ENVIRONMENTAL COMPLIANCE. Proper disposal of the metals and chemicals used in
the manufacturing process is a major consideration for interconnect product
manufacturers. Although the Company believes that its facilities are currently
in substantial compliance with applicable environmental laws, and although the
Company monitors its operations to avoid violations arising from human error or
equipment failures, there can be no assurance that violations will not occur.
In the event of a future violation of environmental laws, the Company could be
held liable for damages and for the costs of remedial actions and could also be
subject to revocation of its effluent discharge permits. Any such revocation
could require the Company to cease or limit production at its principal
facility, thereby having an adverse impact on the Company's operations. Altron
is also subject to environmental laws relating to the storage, use and disposal
of chemicals, solid waste and other hazardous materials, as well as air quality
regulations. Environmental laws could become more stringent over time, imposing
greater compliance costs and increasing risks and penalties associated with a
violation. See "Business--Environmental Quality."

POSSIBLE VOLATILITY OF STOCK PRICE. The price of the Company's Common Stock
historically has experienced significant volatility due to fluctuations in
revenue and earnings and other factors relating to the Company's operations, as
well as the market's changing expectations for the Company's growth, overall
equity market conditions and other factors unrelated to the Company's
operations. Such fluctuations are expected to continue. In addition, stock
markets have experienced extreme price volatility in recent years, which has
had a substantial effect on the market price for securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies. These broad market fluctuations may adversely affect
the price of the Company's Common Stock. See "Price Range of Common Stock."

CONTROL BY FOUNDER'S FAMILY. After giving effect to the sale of the shares of
Common Stock offered hereby, Samuel Altschuler, members of his immediate family
in various capacities and certain trusts for the benefit of Mr. Altschuler and
members of his immediate family will own approximately 13.1% of the issued and
outstanding Common Stock of the Company (12.8% assuming the Underwriters' over-
allotment option is exercised in full), and will have the ability to exert
significant influence over the Company's corporate governance and over the
composition of the Company's Board of Directors. See "Principal and Selling
Stockholders."

EFFECT OF CERTAIN CHARTER PROVISIONS, ANTI-TAKEOVER EFFECTS OF CHARTER,
BYLAWS AND MASSACHUSETTS LAW. The Board of Directors has the authority to issue
up to 1,000,000 shares of Preferred Stock and to determine the price, rights,
preferences, privileges and restrictions, including voting rights, of those
shares

7
<PAGE>

without any further vote or action by the shareholders. The rights of the
holders of the 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. The issuance of Preferred Stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company. The Company has no
present plans to issue shares of Preferred Stock. Further, certain provisions
of Massachusetts law could make more difficult a merger, tender offer or proxy
contest involving the Company. See "Description of Capital Stock."

8
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,100,000 shares of
Common Stock offered by the Company hereby are estimated to be $16,036,000 (or
approximately $18,700,000 assuming the Underwriters' over-allotment option is
exercised in full), at an assumed initial public offering price of $15.75 per
share (the last reported sales price of the Common Stock on March 28, 1995) and
after deducting the underwriting discounts and commissions and estimated
offering expenses payable by the Company. The Company expects to use the net
proceeds of this offering for working capital requirements and other general
corporate purposes. The Company may use a portion of the net proceeds of this
offering to acquire businesses, products or technologies complimentary to the
Company's business. Although Altron has from time to time engaged in
discussions with respect to possible acquisitions, it has no present
understandings, commitments or agreements, nor is it engaged in any discussions
or negotiations, with respect to any such transaction. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."

The Company will not receive any proceeds from the sale of the shares of
Common Stock by the Selling Stockholder. See "Principal and Selling
Stockholders."

PRICE RANGE OF COMMON STOCK

The Common Stock is included for quotation in the Nasdaq National Market
under the symbol "ALRN." The following table sets forth for the periods
indicated the high and low sales prices per share of the Common Stock as
reported by the Nasdaq National Market:

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal 1995
First Quarter (through March 28, 1995).................... $16 7/8 $13 1/2
Fiscal 1994
Fourth Quarter............................................ $16 3/8 $12 3/8
Third Quarter............................................. 13 1/2 9 3/8
Second Quarter............................................ 12 8
First Quarter............................................. 11 7/8 8 1/4
Fiscal 1993
Fourth Quarter............................................ $15 1/4 $ 7
Third Quarter............................................. 16 3/8 7
Second Quarter............................................ 8 1/4 3 3/8
First Quarter............................................. 3 3/4 2 3/4
</TABLE>

On March 28, 1995, the last reported sales price of the Common Stock as
reported by the Nasdaq National Market was $15.75 per share. As of March 27,
1995, the approximate number of record holders of the Common Stock was 361 and
the Company believes that the number of beneficial holders was approximately
4,500, based on information supplied by the Company's Transfer Agent.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on shares of its Common
Stock and does not expect to declare or pay cash dividends on its Common Stock
in the foreseeable future. The Company intends to retain all of its available
funds for the operation and expansion of its business. Any future declaration
and payment of dividends will be subject to the discretion of the Board of
Directors, will be subject to applicable law and will depend upon the Company's
results of operations, earnings, financial condition, contractual limitations,
cash requirements, future prospects and other factors deemed relevant by the
Company's Board of Directors.

9
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at December
31, 1994, and as adjusted to give effect to the sale of 1,100,000 shares of
Common Stock offered by the Company hereby at an assumed initial public
offering price of $15.75 per share (the last reported sales price of the Common
Stock on March 28, 1995) and after deducting the underwriting discounts and
commissions and estimated offering expenses payable by the Company. See "Use of
Proceeds." This table should be read in conjunction with the Company's
Consolidated Financial Statements and related Notes appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1994
--------------------
ACTUAL AS ADJUSTED
------- -----------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt, net of current portion..................... $ 8,646 $ 8,646
------- -------
Stockholders' investment:
Preferred stock, $1.00 par value--
Authorized--1,000,000 shares
Issued and outstanding--none............................ - -
Common stock, $.05 par value--
Authorized--10,000,000 shares
Issued--8,577,552 and 9,677,552 shares as adjusted(1)... 429 484
Paid-in capital.......................................... 10,664 26,645
Retained earnings........................................ 29,565 29,565
Treasury stock, at cost, 157,055 shares.................. (277) (277)
------- -------
Total stockholders' investment......................... 40,381 56,417
------- -------
Total capitalization.................................. $49,027 $65,063
======= =======
</TABLE>
--------
(1) Common Stock issued, as adjusted, excludes an aggregate of 1,126,275 shares
of Common Stock that were reserved as of December 31, 1994 for issuance
upon exercise of outstanding options. See Note 8 of Notes to Consolidated
Financial Statements.

10
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The income statement data for each of the years in the three-year period
ended December 31, 1994 and balance sheet data as of January 1, 1994 and
December 31, 1994 are derived from the audited Consolidated Financial
Statements included elsewhere in this Prospectus. The income statement data for
each of the years in the two-year period ended December 28, 1991 and the
balance sheet data as of December 29, 1990, December 28, 1991, and January 2,
1993, are derived from audited Consolidated Financial Statements not included
in this Prospectus. The information set forth below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," the Consolidated Financial Statements, related
Notes and other financial information included elsewhere in this Prospectus and
incorporated by reference herein.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------------------------
DECEMBER 29, DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31,
1990 1991 1993 1994 1994
------------ ------------ ---------- ---------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............. $53,493 $62,086 $68,158 $83,406 $104,202
Cost of sales......... 45,841 53,424 58,571 67,020 81,161
------- ------- ------- ------- --------
Gross profit.......... 7,652 8,662 9,587 16,386 23,041
Selling, general and
administrative
expenses............. 5,507 6,432 7,026 7,308 8,645
------- ------- ------- ------- --------
Income from opera-
tions................ 2,145 2,230 2,561 9,078 14,396
Other income.......... 264 65 108 109 261
Interest expense...... 466 502 613 582 574
------- ------- ------- ------- --------
Income before
provision for income
taxes................ 1,943 1,793 2,056 8,605 14,083
Provision for income
taxes................ 663 718 818 3,445 5,633
------- ------- ------- ------- --------
Net income............ $ 1,280 $ 1,075 $ 1,238 $ 5,160 $ 8,450
======= ======= ======= ======= ========
Net income per common
and common equivalent
share................ $ 0.17 $ 0.14 $ 0.16 $ 0.63 $ 0.98
======= ======= ======= ======= ========
Weighted average com-
mon and common equiv-
alent shares out-
standing............. 7,542 7,559 7,770 8,247 8,653
======= ======= ======= ======= ========
<CAPTION>
DECEMBER 29, DECEMBER 28, JANUARY 2, JANUARY 1, DECEMBER 31,
1990 1991 1993 1994 1994
------------ ------------ ---------- ---------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....... $10,090 $ 9,817 $13,346 $21,522 $24,542
Total assets.......... 36,815 38,028 40,461 52,553 68,522
Long-term debt........ 5,329 5,151 7,165 9,405 8,646
Stockholders' invest-
ment................. 19,291 20,411 21,810 29,452 40,381
</TABLE>

11
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Selected
Consolidated Financial Data and the Consolidated Financial Statements and Notes
thereto contained elsewhere herein.

Printed circuit boards manufactured by the Company and used in its assembly
operations are included in value added contract manufacturing sales. Printed
circuit board sales represent sales to third parties.

On June 9, 1994 Altron acquired Astrio, a manufacturer of complex surface
mount assemblies, for $4,685,000, including $3,000,000 in cash and 167,108
shares of Common Stock (the "Astrio Acquisition").

The following table sets forth for the periods indicated the percentage of
net sales represented by each line item in the Company's statements of income:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------
JANUARY 2, JANUARY 1, DECEMBER 31,
1993 1994 1994
---------- ---------- ------------
<S> <C> <C> <C>
Net sales................................... 100.0% 100.0% 100.0%
Cost of sales............................... 85.9 80.4 77.9
----- ----- -----
Gross profit................................ 14.1 19.6 22.1
Selling, general and administrative ex-
penses..................................... 10.3 8.8 8.3
----- ----- -----
Income from operations...................... 3.8 10.8 13.8
Other income................................ 0.1 0.1 0.2
Interest expense............................ 0.9 0.6 0.5
----- ----- -----
Income before provision for income taxes.... 3.0 10.3 13.5
Provision for income taxes.................. 1.2 4.1 5.4
----- ----- -----
Net income.................................. 1.8% 6.2% 8.1%
===== ===== =====
</TABLE>

RESULTS OF OPERATIONS

FISCAL 1994 COMPARED TO FISCAL 1993

Net sales for 1994 increased 25% to $104.2 million from net sales of $83.4
million for 1993. The increase was primarily the result of increased shipments
to the Company's largest customers in the data communications,
telecommunications and computer segments of the electronics industry, as well
as shipments to new customers in these industries. Improvement in general
economic conditions in the electronics industry has resulted in overall growth
for the Company's major customers in these industries. Data communications and
telecommunications customers accounted for approximately 54% of net sales in
each of 1994 and 1993. The Company's largest customer in each of 1994 and 1993
was Motorola, Inc., which accounted for approximately 13% of net sales in each
year.

Value added contract manufacturing sales for 1994 increased 37% to $63.1
million or approximately 61% of net sales, compared to 1993 value added
contract manufacturing sales of $46.1 million or 55% of net sales. Of the $17.0
million increase, $5.9 million is attributable to the Astrio Acquisition.
Printed circuit board sales for 1994 increased 10% to $41.1 million or
approximately 39% of net sales, compared to 1993 printed circuit board sales of
$37.3 million or 45% of net sales. Although the printed circuit board business
will continue to be an important part of the Company's operations, management
believes that printed circuit board sales growth will not keep pace with the
sales growth anticipated in the value added contract manufacturing business for
the foreseeable future.

Gross profit for 1994 increased 41% to $23.0 million from $16.4 million in
1993. Gross margin as a percentage of net sales for 1994 increased to 22.1% as
compared to 19.6% in 1993. The improvement in the

12
<PAGE>

Company's gross margin was primarily a result of better absorption of fixed
costs due to higher shipment levels, and was also due to manufacturing
efficiencies gained through productivity and product yield improvements
resulting from additional automated manufacturing systems and processes.
Although there can be no assurance that the Company can maintain its current
gross margin, management expects to focus on market niches and product mix
where there is less competitive pricing pressure and to continue to improve
productivity, yields and utilization.

Selling, general and administrative expenses increased 18% to $8.6 million in
1994 from $7.3 million in 1993. Selling, general and administrative expenses as
a percentage of net sales decreased to 8.3% in 1994 from 8.8% in 1993. The
increase of $1.3 million in 1994 over 1993 was primarily due to added selling,
general and administrative expenses attributable to the Astrio operations since
the acquisition. The decline in selling, general and administrative expenses as
a percentage of net sales was principally the result of higher net sales
combined with management's ability to control expenses.

Other income for 1994 increased $152,000 to $261,000 from other income of
$109,000 in 1993. This increase was principally due to increased interest
income which resulted from higher rates of return earned on investments and
higher cash balances available for investment. Interest expense for 1994
decreased to $574,000 from $582,000 in 1993. This decrease resulted from a
reduced mortgage interest rate which was partially offset by higher term loan
borrowings.

The Company's effective tax rate in 1994 and 1993 reflects a provision of 40%
of pretax income.

FISCAL 1993 COMPARED TO FISCAL 1992

Net sales for 1993 increased 22% to $83.4 million from net sales of $68.2
million in 1992. This increase was primarily the result of a higher volume of
shipments to existing customers and shipments to major new customers in the
data communications and telecommunications segments of the electronics
industry. Value added contract manufacturing sales for 1993 increased 21% to
$46.1 million or 55% of net sales, compared to 1992 value added contract
manufacturing sales of $38.1 million or 56% of net sales. Printed circuit board
sales for 1993 increased 24% to $37.3 million or 45% of net sales, compared to
1992 printed circuit board sales of $30.1 million or 44% of net sales. During
1993, the Company continued to experience pricing pressures from excess
capacity in the industry.

Gross profit for 1993 increased 71% to $16.4 million from $9.6 million in
1992. Gross margin as a percentage of net sales for 1993 increased to 19.6% as
compared to 14.1% in 1992. The improvement in the Company's gross margin was
due to a higher volume of shipments, product mix, recovery of fixed costs over
higher volume and improvements in operating efficiencies resulting primarily
from productivity and yield improvements. These increases more than offset the
lower pricing which resulted from excess capacity in the industry.

Selling, general and administrative expenses increased 4% to $7.3 million in
1993 from $7.0 million in 1992. Selling, general and administrative expenses as
a percentage of net sales decreased to 8.8% in 1993 from 10.3% in 1992. The
increase of $282,000 in 1993 over 1992 was due primarily to higher sales
commission costs on increased commissionable sales made by independent sales
representatives. The improvement in selling, general and administrative
expenses as a percentage of net sales was principally the result of higher net
sales.

Other income for 1993 was approximately the same as for 1992. Interest
expense for 1993 decreased to $582,000 from $613,000 in 1992. This decrease
resulted from a reduced mortgage interest rate, lower borrowings under the line
of credit and higher interest capitalized, which were partially offset by
higher term loan borrowings.

The Company's effective tax rate in 1993 and 1992 reflects a provision of 40%
of pretax income.

13
<PAGE>

QUARTERLY OPERATING RESULTS AND SEASONALITY

The following table presents unaudited quarterly operating results for the
Company for the four quarters of fiscal 1994. In the opinion of management,
this information has been prepared on the same basis as the audited financial
statements contained in this Prospectus and includes all adjustments
(consisting only of normal recurring adjustments) which management considers
necessary for a fair presentation of the results for such periods. Such
quarterly results are not necessarily indicative of the results of operations
for the full year. See "Risk Factors--Fluctuations In Operating Results."

<TABLE>
<CAPTION>
QUARTER ENDED
----------------------------------------
APRIL 2, JULY 2, OCTOBER 1, DECEMBER 31,
1994 1994 1994 1994
-------- ------- ---------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales............................. $23,007 $25,372 $26,682 $29,141
Cost of sales......................... 17,907 19,702 20,883 22,669
------- ------- ------- -------
Gross profit.......................... 5,100 5,670 5,799 6,472
Selling, general and administrative
expenses............................. 1,955 2,130 2,200 2,360
------- ------- ------- -------
Income from operations................ 3,145 3,540 3,599 4,112
Other income.......................... 56 39 25 141
Interest expense...................... 161 130 116 167
------- ------- ------- -------
Income before provision for income
taxes................................ 3,040 3,449 3,508 4,086
Provision for income taxes............ 1,215 1,379 1,401 1,638
------- ------- ------- -------
Net income............................ $ 1,825 $ 2,070 $ 2,107 $ 2,448
======= ======= ======= =======
Net income per common and common
equivalent share..................... $ 0.21 $ 0.24 $ 0.24 $ 0.28
======= ======= ======= =======
Weighted average common and common
equivalent shares outstanding........ 8,565 8,631 8,776 8,876
======= ======= ======= =======
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

In 1994 the Company funded its growth primarily from cash generated from
operations. These funds were sufficient to meet increased working capital
needs, capital expenditures of approximately $7.0 million, and to fund the
Astrio Acquisition which utilized $3.0 million in cash.

At December 31, 1994, the Company had working capital of $24.5 million
compared to working capital of $21.5 million at January 1, 1994. Cash and cash
equivalents and short term investments at December 31, 1994 were $10.3 million
compared to $8.9 million at January 1, 1994.

At December 31, 1994, the Company had a $5.0 million unsecured line of credit
with its bank, all of which was available.

On February 10, 1995, the Board of Directors adopted a resolution to increase
the authorized shares of Common Stock outstanding from 10,000,000 shares to
30,000,000 shares with a par value of $.05 per share. The proposal will be
submitted for approval by the stockholders at a special meeting scheduled to be
held March 31, 1995.

The Company believes that its existing bank credit and working capital,
together with cash generated from operations and the net proceeds of this
offering, will be sufficient to satisfy anticipated sales growth and investment
in manufacturing facilities and equipment through 1996. The Company had
commitments for approximately $1.5 million of capital expenditures as of
December 31, 1994. Management anticipates that capital expenditures in 1995
will approximate 1994 capital expenditures.

14
<PAGE>

BUSINESS

Altron is a leading contract manufacturer of interconnect products used in
advanced electronic equipment. The Company manufactures complex products in the
mid-volume sector of the electronic interconnect industry. Altron's products
generally require greater engineering and manufacturing expertise than mass-
produced, less complex products. The Company manufactures custom-designed
backplanes, surface mount assemblies and total systems, as well as multilayer,
high density printed circuit boards. Altron works closely with its customers
from the early stages of product design and development. The Company provides
original design, engineering prototype, preproduction and volume production
capabilities.

Altron believes its capabilities both in manufacturing multilayer, high
density printed circuit boards and in providing value added contract
manufacturing services advantageously position the Company to serve high growth
OEMs in the rapidly changing electronics markets. Altron's OEM customers
include a diversified base of manufacturers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry, such as AT&T Corp., Cabletron Systems, Inc., Cascade
Communications Corp., Cisco Systems, Inc., Data General Corporation, EMC
Corporation, General Datacomm Industries, Inc., General Electric Company,
Hewlett-Packard Company, Motorola, Inc., Pyramid Technology Corporation,
Siemens Rolm Communications, Inc., Silicon Graphics, Inc., and Stratacom, Inc.

Altron's strategy is to continue to use its well established high technology
printed circuit board manufacturing and engineering capabilities to further
expand into the rapidly growing contract manufacturing business, providing
products and services including backplanes, surface mount assemblies, power
supplies and total systems. Key elements of this strategy include providing its
customers with the highest levels of quality, superior service and leading edge
technology. In fiscal 1994, approximately 61% of Altron's net sales were
attributable to value added contract manufacturing, with the remaining 39% of
net sales attributable to printed circuit board manufacturing.

ELECTRONIC INTERCONNECT INDUSTRY OVERVIEW

Multilayer, High Density Printed Circuit Boards. According to The Institute
for Interconnecting and Packaging Electronic Circuits ("IPC"), the United
States printed circuit board market was approximately $6 billion in 1994, of
which approximately $4.9 billion was attributable to independent manufacturers
like Altron. IPC's data also shows that this market grew approximately 10% in
1994, with multilayer, high density printed circuit boards, the fastest growing
segment, accounting for approximately 62% of the 1994 market. IPC estimates
that the percentage of the printed circuit board market available to
independent printed circuit board manufacturers, such as Altron, has increased
from 66% to 82% since 1991.

Value Added Contract Manufacturing. According to IPC, the United States value
added contract manufacturing market was approximately $9.4 billion in 1994 and
is growing about 20% per year. Based on industry data, the Company believes
that OEMs are increasingly relying upon independent manufacturers of complex
electronic interconnect products, such as Altron, rather than on in-house
("captive") production. OEMs which have discontinued or curtailed domestic
captive printed circuit board or backplane production since 1990 include AT&T
Corp., Data General Corporation, Digital Equipment Corporation, General
Electric Company, GTE Corporation, Hewlett-Packard Company, Northern Telecomm
Limited, Raytheon Company, Unisys Corporation, and Xerox Corporation. Altron
believes that the current trend towards increased reliance by OEMs on
independent manufacturers reflects the OEMs' recognition that, for complex
electronic interconnect products, independent manufacturers can provide greater
specialization, expertise, responsiveness and flexibility and can offer shorter
delivery cycles than can be achieved by internal production.

15
<PAGE>

Other factors which lead OEMs to utilize contract manufacturers include:

Reduced Time-to-Market. Due to intense competitive pressures in the
electronics industry, OEMs are faced with increasingly shorter product
life-cycles and therefore have a growing need to reduce the time required
to bring a product to market. OEMs can reduce their time to market by
using a contract manufacturer's established manufacturing expertise and
infrastructure.

Reduced Capital Investment Requirements. As electronic products have
become more technologically advanced, the manufacturing process has
become increasingly sophisticated and automated, requiring a greater
level of investment in capital equipment. By using contract
manufacturers, OEMs can reduce their overall capital equipment
requirements while maintaining access to advanced manufacturing
facilities.

Focused Resources. Because the electronics industry is experiencing
greater levels of competition and rapid technological change, many OEMs
increasingly are seeking to focus their resources on activities and
technologies in which they add the greatest value. By offering
comprehensive electronic assembly and turnkey manufacturing services,
contract manufacturers allow OEMs to focus on core technologies and
activities such as product development, marketing and distribution.

Access to Leading Manufacturing Technology. Electronic interconnect
products and electronic interconnect product manufacturing technology
have become increasingly sophisticated and complex, making it difficult
for OEMs to maintain the necessary technological expertise in process
development and control. OEMs are motivated to work with a contract
manufacturer in order to gain access to the contract manufacturer's
process expertise and manufacturing know-how.

Improved Inventory Management and Purchasing Power. Electronics industry
OEMs are faced with increasing difficulties in planning, procuring and
managing their inventories efficiently due to frequent design changes,
short product life-cycles, large investments in electronic components,
component price fluctuations and the need to achieve economies of scale
in materials procurement. OEMs can reduce production costs by using a
contract manufacturer's volume procurement capabilities. By utilizing a
contract manufacturer's expertise in inventory management, OEMs can
better manage inventory costs and increase their return on assets.

BUSINESS STRATEGY

In response to the foregoing industry trends, Altron has transitioned its
business from primarily supplying printed circuit boards to producing
sophisticated value added electronic interconnect products.

Altron's business strategy encompasses several elements:

. Focus on quality. The Altron team strives to insure the highest levels of
quality control in all phases of its operations, as quality is a critical
competitive factor in the electronic interconnect market. The Company
strives for continuous improvement of its processes and has adopted a
number of quality improvement and measurement techniques to improve its
performance. Altron's two principal plants are ISO 9002 registered.

. Provide service oriented manufacturing. The Company manufactures almost
all of the printed circuit boards used in its total systems, surface
mount assemblies and custom designed backplanes in order to maintain
control over costs, quality and timely delivery of its products. This
vertical integration also allows the Company to provide a broader range
of assembly services, including prototype and high technology products.

. Maintain technology leadership. Altron seeks to deliver advanced
manufacturing and test engineering, responsive materials management, and
technologically advanced, flexible and service-oriented manufacturing for
the complex, leading-edge products of its OEM customers throughout the
full product life cycle.

16
<PAGE>

. Target high value added electronic interconnect products. Altron focuses
on leading manufacturers of advanced electronic equipment who generally
require custom-designed, more complex interconnect products and short
lead-time manufacturing services such as quick turn multilayer printed
circuit boards, backplanes and surface mount assemblies and in-house
power supply and total systems design. By focusing on such customer
needs, Altron has been able to achieve higher margins than many other
participants in the electronic interconnect industry.

. Maintain a diversified customer base. Altron services a diversified
customer base spread over a variety of growing industry segments,
including more than 100 customers in the telecommunications, data
communications, computer, industrial and medical systems segments of the
electronics industry. During fiscal 1994, in aggregate Altron's twelve
largest customers accounted for approximately 57% of the Company's net
sales.

. Pursue a "partnership" approach with customers. Altron seeks to establish
"partnerships" with its customers by involving Altron engineers and staff
in the early design stages of its customers' product development, and by
providing quick-turnaround manufacturing services and just-in-time, kanban
and dock-to-stock delivery. Through this approach, Altron seeks to forge
lasting customer relationships across a number of products and through
multiple product generations.

PRODUCTS AND SERVICES

Altron produces total systems, surface mount assemblies, custom designed
backplanes and multilayer printed circuit boards that are used in the
manufacture of sophisticated electronic equipment. For fiscal 1994, Altron's
sales of value added contract manufacturing products such as total systems,
surface mount assemblies and custom designed backplanes grew 37% and accounted
for approximately 61% of total sales. For fiscal 1994, Altron's sales of
printed circuit boards grew approximately 10% and accounted for approximately
39% of total sales. Approximately 85% of Altron's printed circuit board sales
in fiscal 1994 were sales of multilayer, high density printed circuit boards.

Total systems include printed circuit board assemblies, backplanes, card
racks, and power supplies that are enclosed in housings, which are usually
fabricated from steel or aluminum. Altron has developed a highly sophisticated
mechanical design capability to provide its customers with design services.
This capability allows Altron to establish a close partnership with its
customers and gives Altron visibility for potential future customer
requirements.

Custom designed backplanes are assemblies of stamped and plated pins, plastic
housings and other components on multilayer or two-sided printed circuit
boards. Backplanes are used in electronic systems to distribute power and
ground, and to connect printed circuit boards which plug into the backplane
with other printed circuit boards, power supplies, and other circuit elements.
They also are used to transfer information into and out of the system. As
semiconductor speeds have increased and design requirements have become more
stringent, backplane complexity has increased significantly, often requiring
the use of large multilayer printed circuit boards of six or more layers. The
Company manufactures backplanes with up to 32 layers, .300 inches thick, and 2
feet by 3 feet in size. Altron has recently added a complete fine-pitch surface
mount assembly operation to its backplane assembly capabilities, and also uses
press-fit technologies in backplane assembly.

Surface mount assembly is a largely automated advanced interconnect
technology that involves placing semiconductor components directly on the
surface of both sides of a printed circuit board. This surface mount technology
("SMT") allows the leads on integrated circuits and other electronic components
to be soldered to the surface of the backplane assembly or printed circuit
board rather than being inserted into holes, thereby accommodating a
substantially higher number of leads than can be accommodated with less
sophisticated pin-through-hole technology. More leads permit the printed
circuit board to interconnect a greater density of components, which permits a
reduction in the size of the backplane assembly or printed circuit board.

17
<PAGE>

Additionally, SMT allows components to be placed on both sides of the printed
circuit board, thereby permitting even greater density.

Multilayer printed circuit boards consist of three or more layers of a
printed circuit board laminated together and interconnected by plated-through
holes. Printed circuit boards consist of metallic interconnecting paths on a
non-conductive material, typically laminated epoxy glass. Holes drilled in the
laminate and plated through with conductive material from one surface to
another, called plated-through holes, are used to receive component leads and
to interconnect the circuit layers. Multilayer boards increase packaging
density, improve power and ground distribution, and permit the use of higher
speed circuitry. The development of electronic components with increased speed,
higher performance and smaller size has stimulated a demand for multilayer
printed circuit boards, as they provide increased reliability, density and
complexity. Since even the most sophisticated two-sided printed circuit boards
cannot meet the requirements of today's circuit designers for packaging
density, an increasing number of designs use multilayer technology.

MANUFACTURING CAPABILITIES AND SERVICES

Altron seeks to establish "partnerships" with its customers by providing high
quality, responsive, flexible manufacturing capabilities and services which
include:

Advanced Manufacturing Equipment. Altron's concentration on more complex
electronic interconnect products has necessitated a substantial capital
investment in advanced equipment and the continued introduction of new
manufacturing processes. Altron has established an engineering capability to
select and implement the latest manufacturing technology. For example, the fine
lead spacing or "pitch" in SMT requires an exacting printed circuit board
manufacturing and assembly process, and Altron has state-of-the-art surface
mount assembly operations in all three of its plants. The Company also uses
numerically controlled pin installation and high voltage electrical test
equipment in its backplane assembly manufacturing, and has developed a design
and manufacturing capability for controlled impedance multilayer printed
circuit boards and backplane assemblies. Altron's printed circuit board
manufacturing operations also require state-of-the-art equipment and processes,
and Altron has a computerized artwork generation system, numerically controlled
drillers and routers, automatic electroless deposition, dry film photo-imaging,
automatic gold plating, computerized electrical testing and automatic optical
inspection. In addition, Altron has seven SMT machines, as well as Hewlett-
Packard and GenRad Test Equipment, new Nitrogen blanket flow soldering
equipment, and two automatic axial lead assembly lines. All three of Altron's
plants are staffed with highly experienced SMT engineering and manufacturing
teams which provide cost effective, high quality, assembled printed circuit
boards, backplanes and total systems.

Value Added Contract Manufacturing. Computer integrated manufacturing ("CIM")
services provided by Altron consist of developing manufacturing processes and
tooling and test sequences for new products from product designs received from
customers. In addition, Altron's interconnect products division provides design
and engineering services in the early stages of product development, thus
assuring that both mechanical and electrical considerations are integrated into
a total system approach to achieve a producible, high quality and cost
effective product. Altron also evaluates customer designs for manufacturability
and, when appropriate, recommends design changes to reduce manufacturing costs
or lead times or to increase manufacturing yields and the quality of finished
backplane assemblies and printed circuit boards.

Quick-turnaround. Altron's quick-turnaround manufacturing capabilities allow
it to better serve the needs of its customers for quick response to their
product designs. Shorter customer product life cycles and the need to bring new
products to market quickly have created a demand for small quantities of
complex multilayer printed circuit boards delivered in relatively short periods
of time, typically from three to ten days. Sales of printed circuit boards
produced in this manner accounted for approximately 21% of the Company's
printed circuit board sales in fiscal 1994. After engineering of an
interconnect product is completed, Altron has the capability to manufacture
prototype or preproduction versions of such product on a quick-turnaround
basis. Altron expects that the demand for engineering and quick-turnaround
prototype and preproduction

18
<PAGE>

manufacturing services will increase as OEMs' products become more complex and
as product life cycles shorten. The Company's continued success depends upon
its ability to respond to the evolving needs of customers in a timely manner.

Multilayer Printed Circuit Board Manufacturing. Altron's ability to
manufacture printed circuit boards, including large, complex multilayer printed
circuit boards with close tolerance plated-through hole diameters and other
characteristics important to backplane applications, is one of the major
factors that has enabled it to become an important supplier of complex,
technologically advanced backplane assemblies and multilayer printed circuit
boards to the electronics industry. The Company began manufacturing multilayer
boards in 1979 and in fiscal 1994 multilayer sales constituted 85% of the
Company's printed circuit board revenues. Today Altron is capable of
efficiently producing commercial quantities of printed circuit boards with up
to thirty two layers and circuit track widths as narrow as four mils.

The manufacture of complex multilayer interconnect products often requires
the use of sophisticated circuit interconnections between certain layers
(called "blind or buried vias") and adherence to strict electrical
characteristics to maintain consistent circuit transmission speeds (referred to
as "controlled impedance boards"). These technologies require very tight
lamination and etching tolerances and are especially critical for printed
circuit boards with ten or more layers. The Company specializes in multilayer
boards requiring controlled impedance, and has developed the ability to
manufacture large, thick multilayer backplane boards using Cyanate Ester and
GETEK base materials for ultra high speed applications. By concentrating on the
multilayer segment of the printed circuit board market, where quality,
technology and customer service are more important than in the market for less
complex boards, the Company faces less direct competition.

The manufacture of printed circuit boards involves several steps including
dry film imaging, photoimageable soldermask processing, computer controlled
drilling and routing, automated plating and process controls and achievement of
controlled impedance. Manufacture of printed circuit boards used in backplane
assemblies requires specialized expertise and equipment because of the size of
the backplane relative to other printed circuit boards and the closer hole
diameter tolerances required for press-fit pin assembly. Multilayer
manufacturing, which involves placing multiple layers of electrical circuitry
within a single printed circuit board or backplane, expands the number of
circuits and components that can be contained on the interconnect product and
increases the operating speed of the system by reducing the distance that
electrical signals must travel. Increasing the density of the circuitry in each
layer is accomplished by reducing the width of the circuit tracks and placing
them closer together on the printed circuit board or backplane. Interconnect
products having narrow, closely spaced circuit tracks are known as "fine line"
products.

Materials Procurement and Handling. Materials procurement and handling
services provided by Altron include planning, purchasing and warehousing of
electronic components and metal housings used in interconnect products. Altron
uses a variety of materials in the manufacture of its products, including
copper clad laminates, dry film photo resists, connectors, terminals and pins.

The Company maintains more than one supply source wherever possible, however,
a component for a major OEM contract is obtained from a single source. An
interruption or loss of this component supply could have a material adverse
effect on the Company's business and results of operations.

ISO 9002 Registration. Altron's Wilmington, Massachusetts plant and its
surface mount assembly operations in its Fremont, California plant are ISO 9002
registered. The Company is currently pursuing such registration for its other
operations. ISO 9002 registration, which is based on successful implementation
of quality assurance requirements and includes continuous examination of every
aspect of the Company's business and compliance audits conducted by an
independent quality assessor, provides for worldwide acceptance of Altron's
quality systems. Altron was one of the first companies in the electronic
interconnect industry to achieve ISO 9002 registration. This achievement has
been well received by Altron customers, as certain customers will only do
business with ISO 9002 registered companies.

19
<PAGE>

CUSTOMERS AND MARKETS

Altron's twenty-five years of experience is an important factor in attracting
and retaining customers, as its business is not protected by any patents.
Altron services a diversified customer base spread over a variety of growing
industry segments, including more than 100 customers in the telecommunications,
data communications, computer, industrial and medical systems segments of the
electronics industry. The following table illustrates the major industry
segments served by Altron and the products and services provided by the Company
to certain OEM customers.

<TABLE>
<CAPTION>
OEM CUSTOMER OEM APPLICATION ALTRON PRODUCTS AND SERVICES
--------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AT&T Corp. Transmission systems Printed circuit boards
Motorola, Inc. Cellular data communication Printed circuit boards, backplanes
Siemens Rolm PBX telecommunication equipment Backplanes, systems
Communications, Inc.
--------------------------------------------------------------------------------------------------------------
<CAPTION>
DATA COMMUNICATIONS
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cabletron Systems, Inc. LAN, bridges, repeaters Printed circuit boards
Cascade Communications ATM networks Backplanes
Corp.
Cisco Systems, Inc. Bridges, routers Printed circuit boards, backplanes
General Datacomm ATM network routing systems Design, systems
Industries, Inc.
Stratacom, Inc. ATM fast packet networks Backplanes
--------------------------------------------------------------------------------------------------------------
<CAPTION>
COMPUTER
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Data General Corporation Storage systems Backplanes, systems
EMC Corporation Storage systems Printed circuit boards, backplanes
Hewlett-Packard Company Super mini computers Backplanes
Pyramid Technology High performance servers Backplanes, SMT assemblies
Corporation
Silicon Graphics, Inc. Graphic work stations Backplanes, systems

--------------------------------------------------------------------------------------------------------------
<CAPTION>
INDUSTRIAL
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Adept Technology, Inc. Factory automation SMT assemblies
AEG Schneider Factory automation Printed circuit boards
Automation, Inc.
General Electric Company Drive controllers Printed circuit boards

--------------------------------------------------------------------------------------------------------------
<CAPTION>
MEDICAL
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Clinical Diagnostic Systems, Blood analysers Design, systems
Inc.
Coulter Corporation Medical systems Printed circuit boards, backplanes,
SMT assemblies
General Electric Company Diagnostic CT and MRI Design, systems, backplanes
--------------------------------------------------------------------------------------------------------------
</TABLE>

Altron seeks to serve a sufficiently large and varied group of customers to
avoid dependence on any one major customer or industry segment. For the year
ended December 31, 1994, one of the Company's customers, Motorola, Inc.,
accounted for approximately 13% of the Company's revenues. In addition, in
aggregate the Company's twelve largest customers (including Motorola, Inc.)
accounted for approximately 57% of the Company's revenues during such period.
See "Risk Factors--Customer Concentration."

20
<PAGE>

The Company markets its products and services through its marketing and
customer service organization of 39 employees, and utilizes 17 independent
sales representative organizations located in the major electronics market
areas in the United States.

COMPETITION

The electronic interconnect industry, which includes contract manufacturing,
is highly fragmented and is characterized by intense competition. Altron
competes in the technologically advanced segment of the electronic interconnect
industry, which is also highly competitive but is less fragmented than the
industry as a whole. The Company competes against numerous domestic electronic
interconnect product manufacturers. In addition, current and prospective
customers continually evaluate the merits of manufacturing products internally
and will from time to time offer manufacturing services to third parties in
order to utilize excess capacity. Certain of the Company's competitors have
substantially greater manufacturing, financial and marketing resources than the
Company. The Company may be operating at a cost disadvantage compared to
manufacturers who have greater direct buying power with component suppliers or
who have lower cost structures. During downturns in the electronics industry,
OEMs may become more price sensitive.

The introduction of lower priced competitive products or significant price
reductions by the Company's competitors could result in price reductions that
would adversely affect the Company's results of operations, as would the
introduction of new technologies which would render existing electronic
interconnect technology less competitive or obsolete.

BACKLOG

Altron's sales are made principally through purchase orders for current
needs. The Company's backlog at February 25, 1995 was approximately $41.5
million compared to approximately $27.0 million at February 26, 1994, the
majority of which was scheduled to be shipped within 120 days. Variations in
the size and delivery schedules of purchase orders received by the Company, as
well as changes in customers' delivery requirements, may result in substantial
fluctuations in backlog from period to period; accordingly, the Company
believes that backlog cannot be considered a meaningful indicator of long-term
future financial results.

EMPLOYEES

The Company had 925 full-time employees as of December 31, 1994. The
employees are not represented by a union, and the Company believes its employee
relations to be satisfactory. A majority of Company management, officers and
executives have over five years of service with the Company.

FACILITIES

Altron operates a 185,000 square foot manufacturing plant in Wilmington,
Massachusetts which is approximately 15 miles north of Boston. The plant
produces multilayer printed circuit boards and interconnect products. Altron
believes that this plant is one of the largest independent facilities of its
kind in the United States. In 1994, Altron began leasing a 70,000 square foot
facility in Fremont, California to manufacture interconnect systems, surface
mount assemblies and backplanes for its West Coast customers. Also in 1994,
Altron leased a 30,000 square foot plant in Woburn, Massachusetts for the
design and manufacture of interconnect systems, surface mount assemblies and
power supplies. The Company believes that its existing facilities are adequate
for its current needs. See "--Environmental Quality."

21
<PAGE>

ENVIRONMENTAL QUALITY

Proper waste disposal is a major consideration for printed circuit board
manufacturers because metals and chemicals are used in the manufacturing
process. Water used in the printed circuit board manufacturing process must be
treated to remove metal particles and other contaminants before it can be
discharged into the municipal sanitary sewer system. Altron has an existing
waste treatment system at its Wilmington plant which enables it to comply with
governmental regulations relating to the protection of the environment and
accommodate anticipated future growth. The Company believes that continued
compliance with governmental requirements relating to protection of the
environment will not have a material adverse effect on the Company. See "Risk
Factors--Environmental Compliance."

Altron has been advised that contamination resulting from activities of prior
owners of an adjacent property has migrated under the Company's manufacturing
plant in Wilmington, Massachusetts. The present owner of the adjacent property
has assumed responsibility for any remediation activities that may be required
and has agreed to indemnify and hold the Company harmless from liabilities and
expenses arising from any requirement that the contamination be remediated.
Although the Company believes that the present owner's assumption of
responsibility will result in no remediation costs to the Company from the
contamination, there can be no assurance that the Company will not be subject
to some costs regarding this matter.

LEGAL PROCEEDINGS

To the Company's knowledge there are no pending legal proceedings which are
material to the Company to which it is a party or to which any of its property
is subject.

22
<PAGE>

MANAGEMENT

DIRECTORS AND OFFICERS

The names, ages as of March 27, 1995 and positions held by each director and
officer of the Company are listed below:

<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Samuel Altschuler(1).................... 67 Chairman of the Board of Directors
and President
Burton Doo(1)........................... 64 Executive Vice President and
Director of Altron Incorporated and
President of Altron Systems
Corporation
Peter D. Brennan(1)..................... 52 Vice President, Chief Financial
Officer and Treasurer
Arthur A. Astbury....................... 54 Vice President Manufacturing,
Interconnect Products Division
Thomas L. Goulding...................... 49 Vice President Sales and Marketing,
Interconnect Products Division
Roger L. Martin......................... 63 Vice President Sales and Marketing,
Multilayer Division
David A. Mersereau...................... 39 Vice President Manufacturing,
Multilayer Division
Matthew Palance......................... 60 Vice President Corporate Services
Anthony J. Medaglia, Jr.(2)............. 58 Clerk and Director
Thomas M. Claflin, II(2)................ 54 Director
Daniel A. Cronin, Jr.(2)................ 66 Director
</TABLE>
--------
(1) Executive Officer.
(2) Member of the Audit Committee and the Stock Option Committee.

MR. ALTSCHULER, a founder of the Company, has been President and a Director
of the Company since 1970. In December 1983, Mr. Altschuler was elected
Chairman of the Board of Directors. Mr. Altschuler is also a director of
MASSBANK Corp.

MR. DOO, a founder of the Company, has been a Director of the Company since
1970. He was Treasurer from 1973 to 1992 and Senior Vice President from 1978 to
December 1983. In December 1983, he was elected Executive Vice President. Mr.
Doo has been President of Altron Systems Corporation since its inception.

MR. BRENNAN has been Chief Financial Officer and Treasurer since June 1992.
He has been Vice President of Finance and Corporate Controller since he began
his employment with the Company in 1987.

MR. ASTBURY joined Altron in 1973 and has been Vice President Manufacturing,
Interconnect Products Division since 1979.

MR. GOULDING has been Vice President Sales and Marketing, Interconnect
Products Division since December 1994. He was Vice President Marketing for
Motorola Wireless Group in 1989, and Senior Vice President/General Manager of a
subsidiary of Elron Data Networking in 1990. From 1991 through 1994 he was
President of Harvard-Groton Design Consultants.

MR. MARTIN, a founder of the Company, joined Altron in 1973 and has been Vice
President Sales and Marketing, Multilayer Division since 1976.

MR. MERSEREAU joined Altron in 1977 and was Director of Manufacturing prior
to becoming Vice President Manufacturing, Multilayer Division in 1994.

MR. PALANCE joined Altron in 1970 and has been Vice President Corporate
Services since 1974.

23
<PAGE>

MR. MEDAGLIA has been Clerk of the Company and a Director since 1970. Mr.
Medaglia is a shareholder in the law firm of Hutchins, Wheeler & Dittmar which
has served as general counsel to the Company since 1970.

MR. CLAFLIN has been a Director of the Company since 1970. Mr. Claflin is
President of Claflin Capital Management, Inc., a venture capital management
company. Mr. Claflin is also a director of Zoll Medical Corporation.

MR. CRONIN has been a Director of the Company since 1979. Mr. Cronin is
President of Northbridge Management Co., Inc., an investment management
company. Mr. Cronin is also a director of C.R. Bard, Incorporated.

All directors hold office until the next annual meeting of stockholders of
the Company and until their successors have been duly elected and qualified or
until their earlier resignation or removal. Officers are elected annually by
the Board of Directors.

24
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 27, 1995 (i) by each
person who is known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock, (ii) by the Selling Stockholder, (iii) by each
director of the Company and each executive officer of the Company who
beneficially held shares of the Company's Common Stock as of such date, and
(iv) by all executive officers and directors of the Company as a group. Except
as otherwise noted, each person maintains a business address c/o Altron
Incorporated, One Jewel Drive, Wilmington, Massachusetts 01887, and has sole
voting and investment power over the shares shown as beneficially owned,
except to the extent authority is shared by spouses under applicable law.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
OFFERING (1) NUMBER OF OFFERING(1)
----------------------- SHARES -----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
------------------------------------ ------------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Samuel Altschuler (2)(3)(4)(5).................... 1,352,250 16.0% 100,000 1,252,250 13.1%
Nancy Altschuler (4).............................. 466,875 5.5 - 466,875 4.9
Burton Doo (2)(3)(6).............................. 343,500 4.1 - 343,500 3.6
Anthony J. Medaglia, Jr. (3)(7)(8)................ 191,121 2.3 - 191,121 2.0
101 Federal Street
Boston, MA 02110
Thomas M. Claflin, II (3)(9)...................... 89,295 1.1 - 89,295 *
77 Franklin Street
Boston, MA 02110
Daniel A. Cronin, Jr. (3)(10)..................... 33,750 * - 33,750 *
One Financial Center, 27th Floor
Boston, MA 02111
Peter D. Brennan (2)(11).......................... 7,500 * - 7,500 *
All executive officers and directors as a group
(6 persons) (12)(13)............................. 2,017,416 23.6 100,000 1,917,416 19.8
</TABLE>
-------
* Less than one percent
(1) Amounts shown include all shares which may be acquired upon the exercise
of outstanding options which are exercisable currently or within 60 days.
(2) Executive Officer of the Company.
(3) Director of the Company.
(4) Mr. and Mrs. Altschuler are general partners of a nominee partnership
which holds 466,875 shares, all of which are included in the shares
listed as owned by both Mr. and Mrs. Altschuler. Mr. Altschuler has sole
voting rights with respect to these shares and shares investment power
with his wife. Of the shares held of record by the nominee partnership,
155,250 shares are held as a nominee for Mrs. Altschuler as trustee of
trusts established for the benefit of her children, as to which shares
she disclaims beneficial interest. Does not include 128,106 shares held
by the Samuel Altschuler 1980 Irrevocable Trust, in which members of the
Altschuler family have an interest.
(5) Includes 45,000 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(6) Includes 33,750 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(7) Includes 10,125 shares which Mr. Medaglia holds as custodian for his
children, as to which shares he disclaims beneficial ownership. Includes
128,106 shares which Mr. Medaglia holds as a co-trustee of the Samuel
Altschuler 1980 Irrevocable Trust, as to which he disclaims beneficial
ownership.
(8) Includes 15,750 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(9) Includes 13,500 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(10) Includes 22,500 shares which can be acquired pursuant to options
currently exercisable or exercisable within 60 days.
(11) Includes 7,500 shares which can be acquired pursuant to options currently
exercisable or exercisable within 60 days.
(12) Includes 138,000 shares which executive officers and directors have the
right to acquire through the exercise of options currently exercisable or
exercisable within 60 days.
(13) In the event that the Underwriters' over-allotment option is exercised in
full, all directors and executive officers as a group will beneficially
own 19.5% of the shares beneficially owned after the offering.

25
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON AND PREFERRED STOCK

The Company's authorized capital stock consists of 1,000,000 shares of
Preferred Stock, par value $1.00 per share, and 10,000,000 shares of Common
Stock, par value $.05 per share. The Preferred Stock is divisible into and
issuable in one or more series. The rights and preferences of the different
series may be established by the Board of Directors without further action by
the stockholders. The Board of Directors is authorized with respect to each
series to fix and determine, among other things, (i) its dividend rate, (ii)
its liquidation preference, (iii) whether or not such shares will be
convertible into, or exchangeable for, any other securities or property, and
(iv) whether or not such shares will have voting rights, and, if so, the
conditions under which such shares will vote as a separate class.

The Company believes that the Board of Directors' ability to issue Preferred
Stock on such a wide variety of terms will enable the Preferred Stock to be
used for important corporate purposes, such as financing acquisitions or
raising additional capital. However, were it inclined to do so, the Board could
issue all or part of the Preferred Stock with (among other things) substantial
voting power or advantageous conversion rights. The issuance of Preferred Stock
could have adverse effects upon the holders of Common Stock, including
restrictions on Common Stock dividends, dilution of the voting power of the
Common Stock and other adverse effects. Such stock could be issued to persons
deemed by the Board likely to support current management in a contest for
control of the Company, either as a precautionary measure or in response to a
specific takeover threat, without requiring further action on the part of the
holders of Common Stock. The Company has no current plans to issue Preferred
Stock for any purpose.

The holders of Common Stock and Preferred Stock have the following relative
rights and preferences:

Dividends. Holders of Common Stock are entitled to dividends only when and if
declared by the Board of Directors of the Company out of funds legally
available for the payment thereof. No cash payment or distribution may be made
to the holders of Common Stock until all accumulated dividends on any series of
Preferred Stock which may be issued have been declared and set apart for
payment, and no shares of capital stock may be repurchased at any time when
accrued dividends on any series of Preferred Stock which may be issued are in
arrears.

Voting Rights. Holders of Common Stock are entitled to one vote per share at
any annual or special meeting of stockholders. Holders of any series of
Preferred Stock which may be issued will be entitled to the voting rights fixed
by the Board of Directors for such series. Voting rights are not cumulative, so
that the holders of a majority of the voting power of the Company could elect
all the Directors standing for election at any annual or special meeting of
stockholders, and the holders of the remaining shares may not be able to elect
any Director.

Liquidation. Upon the dissolution of the Company or any distribution of its
assets, the holders of Common Stock are entitled to all assets of the Company
available for distribution to stockholders after the holders of any series of
Preferred Stock which may be issued have received the preferential amount fixed
by the Board of Directors for such shares.

Other Rights. The holders of Common Stock have no preemptive rights to
purchase shares of stock of the Company. Shares of Common Stock are not subject
to any redemption provisions and are not convertible into any other securities
or property. All outstanding shares of Common Stock are fully-paid and non-
assessable and the shares of Common Stock offered by the Company in the
offering, when issued, will be fully-paid and non-assessable.

Transfer Agent. The transfer agent for the Common Stock is State Street Bank
and Trust Company, Boston, Massachusetts.

26
<PAGE>

CERTAIN PROVISIONS OF MASSACHUSETTS LAW

The Company is subject to the provisions of Chapter 110F of the Massachusetts
General Laws, an anti-takeover law. In general, this statute prohibits a
publicly held Massachusetts corporation with sufficient ties to Massachusetts
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless either (i) the interested stockholder
obtains the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder acquires 90% of the outstanding
voting stock of the corporation (excluding shares held by certain affiliates of
the corporation) at the time he becomes an interested stockholder or (iii) the
business combination is approved by both the Board of Directors and two-thirds
of the outstanding voting stock of the corporation (excluding shares held by
the interested stockholder). An "interested stockholder" is a person who,
together with affiliates and associates, owns (or at any time within the prior
three years did own) 5% or more of the corporation's voting stock. A "business
combination" includes mergers, stock and asset sales and other transactions
resulting in a financial benefit to the stockholder. The Company may at any
time amend its Articles of Organization or By-Laws to elect not to be governed
by Chapter 110F, by vote of the holders of a majority of its voting stock, but
such an amendment would not be effective for twelve months and would not apply
to a business combination with any person who became an interested stockholder
prior to the date of the amendment.

The Company is also subject to the provisions of Chapter 110D of the
Massachusetts General Laws, entitled "Regulation of Control Share
Acquisitions." In general, this statute provides that any stockholder who
acquires 20% or more of the outstanding voting stock of a corporation subject
to this statute may not vote that stock unless the stockholders of the
corporation so authorize. In addition, Chapter 110D permits a corporation to
provide in its articles of organization or by-laws that the corporation may
redeem (for fair value) all the shares thereafter acquired in a control share
acquisition if voting rights for those shares were not authorized by the
stockholders or if no control share acquisition statement was delivered. The
Company's By-Laws include a provision which permits the Company to effect such
redemptions.

Section 50A of Chapter 156B of the Massachusetts General Laws requires, among
other things, that publicly held Massachusetts corporations have classified
(staggered) boards of directors, unless those corporations elect to opt out of
the statute's coverage. By vote of the Board of Directors, the Company has
elected to opt out of this statute's coverage.

27
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have 9,544,888 issued and
outstanding shares of Common Stock (9,724,888 if the Underwriters' over-
allotment option is exercised in full). Of these shares, the 1,200,000 shares
of Common Stock offered hereby (1,380,000 if the Underwriters' over-allotment
option is exercised in full), will be freely tradeable without restriction or
further registration under the Securities Act of 1933, as amended (the
"Securities Act"). Of the 8,444,888 shares of Common Stock outstanding as of
March 27, 1995, 6,565,472 shares are freely tradeable and 1,879,416 shares (of
which 100,000 shares are being offered hereby) are held by directors, executive
officers and other persons, who may be deemed affiliates of the Company, and
may be sold after this offering pursuant to Rule 144, subject to the
contractual restrictions described below.

In general, under Rule 144 as currently in effect, any affiliate of the
Company or any person (or persons whose shares are aggregated in accordance
with the Rule) who has beneficially owned Restricted Securities for at least
two years would be entitled to sell within any three-month period a number of
shares that does not exceed the greater of 1% of the outstanding shares of
Common Stock (approximately 95,449 shares based upon the number of shares
outstanding after this offering) or the reported average weekly trading volume
in the over-the-counter market for the four weeks preceding the sale. Sales
under Rule 144 are also subject to certain manner of sale restrictions and
notice requirements and to the availability of current public information
concerning the Company. Persons who have not been affiliates of the Company for
at least three months and who have held their shares for more than three years
are entitled to sell Restricted Securities without regard to the volume, manner
of sale, notice and public information requirements of Rule 144.

The Company has registered the shares of Common Stock subject to its stock
option plans under the Securities Act. Shares of Common Stock issued upon
exercise of outstanding options under these plans will generally be eligible
for immediate resale in the public market. As of March 27, 1995, options to
purchase an aggregate of 807,150 shares were outstanding under the Company's
stock option plans, of which 437,175 were exercisable as of March 27, 1995. Of
the 437,175 shares subject to options exercisable as of such date, 138,000
shares are subject to the Lock-Up Agreements as defined below.

The Company has agreed that it will not, directly or indirectly, offer, sell,
offer to sell, contract to sell, grant any option to purchase or otherwise sell
or dispose (or announce any offer, sale, offer of sale, contract of sale, grant
of any option to purchase or other sale or disposition) of any shares of Common
Stock or other capital stock of the Company or any securities convertible into,
or exercisable or exchangeable for, any shares of Common Stock or other capital
stock of the Company (other than pursuant to the exercise of currently
outstanding stock options) for a period of 180 days after the date of this
Prospectus, without the prior written consent of Prudential Securities
Incorporated, on behalf of the Underwriters. In addition, the Selling
Stockholder, who will beneficially own approximately 1,252,250 shares
immediately upon completion of this offering, has agreed to such restrictions
for a period of 120 days after the date of this Prospectus, and the Company's
other directors and officers, who in the aggregate will beneficially own
approximately 665,166 shares immediately upon completion of this offering, have
agreed to such restrictions for a period of 90 days after the date of this
Prospectus (collectively the "Lock-Up Agreements"). Upon the expiration of the
Lock-Up Agreements, the shares subject thereto will be eligible for sale in the
public market, subject to the conditions and restrictions of Rule 144.

No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price for
the Common Stock prevailing from time to time. Nevertheless, sales of
substantial amounts of the Common Stock of the Company in the public market
after the restrictions described above lapse could adversely affect the
prevailing market price and the ability of the Company to raise equity capital
in the future.

28
<PAGE>

UNDERWRITING

The Underwriters named below (the "Underwriters"), for whom Prudential
Securities Incorporated and Needham & Company, Inc. are acting as
representatives (the "Representatives"), have severally agreed, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase from
the Company and the Selling Stockholder the number of shares of Common Stock
set forth below opposite their respective names:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
----------- ---------
<S> <C>
Prudential Securities Incorporated.................................
Needham & Company, Inc.............................................

---------
Total.......................................................... 1,200,000
=========
</TABLE>

The Company and the Selling Stockholder are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby if any are purchased.

The Underwriters, through their Representatives, have advised the Company and
the Selling Stockholder that they propose to offer the Common Stock initially
at the public offering price set forth on the cover page of this Prospectus;
that the Underwriters may allow to selected dealers a concession of $ per
share; and that such dealers may reallow a concession of $ per share to
certain other dealers. After the initial public offering, the offering price
and the concessions may be changed by the Representatives.

The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to an aggregate of
180,000 additional shares of Common Stock at the initial public offering price,
less underwriting discounts and commissions, as set forth on the cover page of
this Prospectus. The Underwriters may exercise such option solely for the
purpose of covering any over-allotments incurred in the sale of the shares of
Common Stock offered hereby. To the extent such option is exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number set
forth next to such Underwriters' name in the preceding table bears to
1,200,000.

The Company and the Selling Stockholder have agreed to indemnify the several
Underwriters against or contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.

The Company has agreed that it will not, directly or indirectly, without the
prior written consent of Prudential Securities Incorporated, on behalf of the
Underwriters, offer, sell, offer to sell, contract to sell, grant any option to
purchase or otherwise sell or dispose (or announce any offer, sale, offer of
sale, contract of sale, grant of any option to purchase or other sale or
disposition) of any shares of Common Stock or other capital stock of the
Company substantially similar thereto or any other securities convertible into,
or exchangeable or exercisable for, any shares of Common Stock or other capital
stock of the Company for a period of 180 days after the date of this
Prospectus, other than pursuant to the exercise of currently outstanding stock
options . In addition, the Selling Stockholder has agreed to such restrictions
for a period of 120 days after the date of this Prospectus and the Company's
other directors and officers have agreed to such restrictions for a period of
90 days after the date of this Prospectus.

29
<PAGE>

In connection with this offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualified registered
market makers on the Nasdaq National Market, may have engaged in passive market
making transactions in the Common Stock of the Company on the Nasdaq National
Market in accordance with Rule 10b-6A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), during the two business day period
before commencement of offers or sales of the Common Stock. The passive market
making transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for such security; if all
independent bids are lowered below the passive market maker's bid, however,
such bid must then be lowered when certain purchase limits are exceeded.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed upon
for the Company and the Selling Stockholder by Hutchins, Wheeler & Dittmar, A
Professional Corporation, Boston, Massachusetts. Anthony J. Medaglia, Jr., a
shareholder of such firm, is the Clerk and a Director of the Company, and is
the beneficial owner of Common Stock, as set forth under "Principal and Selling
Stockholders" herein. Certain legal matters in connection with this offering
will be passed upon for the Underwriters by Testa, Hurwitz & Thibeault, Boston,
Massachusetts.

EXPERTS

The consolidated financial statements included in this Prospectus and the
related supplemental schedules of the Company incorporated by reference in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports, proxy statements 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 the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of
its Regional Offices located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

The Company has filed with the Commission a Registration Statement on Form S-
3 (referred to herein, together with all amendments and exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document labeled as an exhibit to the Registration Statement, reference is made
to such exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference. Copies of the Registration Statement and the exhibits may be
inspected, without charge, at the offices of the Commission, or obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.

30
<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 as filed with the Commission (Commission File No. ) is hereby
incorporated by reference in this Prospectus. Additionally, any document filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such document.

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 is 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 furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any and all of the information that has been incorporated by
reference in this Prospectus, other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates. Requests should be submitted in writing to
Altron Incorporated, One Jewel Drive, Wilmington, Massachusetts 01887-3390,
Attention: Investor Relations Department. Telephone Number: (508) 658-5800.

31
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of January 1, 1994 and December 31, 1994... F-3
Consolidated Income Statements for the Years Ended January 2, 1993,
January 1, 1994 and December 31, 1994.................................... F-4
Consolidated Statements of Stockholders' Investment for the Years Ended
January 2, 1993, January 1, 1994 and December 31, 1994................... F-5
Consolidated Statements of Cash Flows for the Years Ended January 2, 1993,
January 1, 1994 and December 31, 1994.................................... F-6
Notes to Consolidated Financial Statements................................ F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Altron Incorporated:

We have audited the accompanying consolidated balance sheets of Altron
Incorporated (a Massachusetts corporation) and subsidiary as of January 1, 1994
and December 31, 1994 and the related consolidated income statements,
statements of stockholders' investment and cash flows for the years ended
January 2, 1993, January 1, 1994 and December 31, 1994. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Altron Incorporated and
Subsidiary as of January 1, 1994 and December 31, 1994, and the results of
their operations and their cash flows for the years ended January 2, 1993,
January 1, 1994 and December 31, 1994 in conformity with generally accepted
accounting principles.

Arthur Andersen LLP

Boston, Massachusetts
March 2, 1995

F-2
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

JANUARY 1, 1994 AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
1993 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents.................................... $ 8,877 $ 8,306
Short-term investments....................................... - 2,028
Accounts receivable, net of allowance for doubtful accounts
of $475 and $625............................................ 12,429 15,816
Inventories.................................................. 8,306 11,519
Other current assets......................................... 2,045 2,324
------- -------
Total Current Assets....................................... 31,657 39,993
Property, Plant and Equipment, net............................. 20,896 24,510
Costs in Excess of Net Assets of Acquired Company.............. - 4,019
------- -------
$52,553 $68,522
======= =======
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Current portion of long-term debt............................ $ 738 $ 805
Accounts payable............................................. 5,489 9,275
Accrued payroll and other employee benefits.................. 2,443 2,882
Other accrued expenses....................................... 1,465 2,489
------- -------
Total Current Liabilities.................................. 10,135 15,451
------- -------
Long-term Debt................................................. 9,405 8,646
------- -------
Deferred Income Taxes.......................................... 3,561 4,044
------- -------
Stockholders' Investment:
Preferred stock, $1.00 par value --
Authorized -- 1,000,000 shares
Issued and outstanding--none................................ - -
Common stock, $.05 par value --
Authorized -- 10,000,000 shares
Issued -- 8,251,473 and 8,577,552 shares in 1993 and 1994... 413 429
Paid-in capital.............................................. 8,201 10,664
Retained earnings............................................ 21,115 29,565
------- -------
29,729 40,658
Less treasury stock, at cost (157,055 shares in 1993 and
1994)....................................................... 277 277
------- -------
Total Stockholders' Investment............................. 29,452 40,381
------- -------
$52,553 $68,522
======= =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

CONSOLIDATED INCOME STATEMENTS

FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
1992 1993 1994
------------ ------------ -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net Sales.............................. $68,158 $83,406 $104,202
Cost of Sales.......................... 58,571 67,020 81,161
------- ------- --------
Gross Profit........................... 9,587 16,386 23,041
Selling, General and Administrative Ex-
penses................................ 7,026 7,308 8,645
------- ------- --------
Income from Operations................. 2,561 9,078 14,396
Other Income........................... 108 109 261
Interest Expense....................... 613 582 574
------- ------- --------
Income Before Provision for Income Tax-
es.................................... 2,056 8,605 14,083
Provision for Income Taxes............. 818 3,445 5,633
------- ------- --------
Net Income............................. $ 1,238 $ 5,160 $ 8,450
======= ======= ========
Net Income Per Common and Common Equiv-
alent Share........................... $ 0.16 $ 0.63 $ 0.98
======= ======= ========
Weighted Average Common and Common
Equivalent Shares Outstanding......... 7,770 8,247 8,653
======= ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
COMMON STOCK
------------- PAID-IN RETAINED TREASURY
SHARES AMOUNT CAPITAL EARNINGS STOCK
------ ------ ------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance, December 28, 1991............. 7,596 $380 $ 5,547 $14,717 $(233)
Exercise of stock options............ 102 5 175 - -
Sale of common stock through employee
stock purchase plan................. 11 - 25 - -
Treasury stock purchased............. - - - - (44)
Net income........................... - - - 1,238 -
----- ---- ------- ------- -----
Balance, January 2, 1993............... 7,709 385 5,747 15,955 (277)
Exercise of stock options............ 527 27 953 - -
Income tax benefit from stock op-
tions............................... - - 1,265 - -
Nonqualified options granted......... - - 179 - -
Sale of common stock through employee
stock purchase plan................. 16 1 57 - -
Net income........................... - - - 5,160 -
----- ---- ------- ------- -----
Balance, January 1, 1994............... 8,252 413 8,201 21,115 (277)
Exercise of stock options............ 149 7 291 - -
Income tax benefit from stock op-
tions............................... - - 408 - -
Stock issuance for net assets of ac-
quired company...................... 167 8 1,677 - -
Sale of common stock through employee
stock purchase plan................. 10 1 87 - -
Net income........................... - - - 8,450 -
----- ---- ------- ------- -----
Balance, December 31, 1994............. 8,578 $429 $10,664 $29,565 $(277)
===== ==== ======= ======= =====
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JANUARY 2, 1993, JANUARY 1, 1994
AND DECEMBER 31, 1994

<TABLE>
<CAPTION>
1992 1993 1994
------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income....................................... $ 1,238 $ 5,160 $ 8,450
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 2,860 3,199 3,913
Deferred taxes and nonqualified options........ 91 304 348
(Gain) loss on disposal of property and equip-
ment.......................................... (85) 113 90
Changes in current assets and liabilities, net of
assets acquired:
Accounts receivable............................ (496) (3,246) (2,392)
Inventories.................................... (387) 423 (2,678)
Other current assets........................... 5 28 (126)
Accounts payable............................... (1,877) 916 3,144
Accrued expenses............................... 774 541 816
------- ------- --------
Net cash provided by operating activities........ 2,123 7,438 11,565
------- ------- --------
Cash Flows from Investing Activities:
Capital expenditures............................. (3,026) (5,833) (6,986)
Proceeds from sale of equipment.................. 200 115 46
Purchase of a company, net of cash acquired...... - - (2,994)
Net purchases of short-term investments.......... - - (2,028)
------- ------- --------
Net cash used in investing activities............ (2,826) (5,718) (11,962)
------- ------- --------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock........... 205 1,038 386
Purchase of treasury stock....................... (44) - -
Income tax benefit from stock options............ - 1,265 408
Net decrease in short-term debt.................. (500) - (175)
Proceeds from long-term debt..................... 3,000 3,000 -
Principal payments of long-term debt............. (530) (707) (793)
------- ------- --------
Net cash provided by (used in) financing activi-
ties............................................ 2,131 4,596 (174)
------- ------- --------
Net Change in Cash and Cash Equivalents............ 1,428 6,316 (571)
Cash and Cash Equivalents at Beginning of Year..... 1,133 2,561 8,877
------- ------- --------
Cash and Cash Equivalents at End of Year........... $ 2,561 $ 8,877 $ 8,306
======= ======= ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest....................................... $ 690 $ 737 $ 652
Income taxes................................... 539 2,165 4,808
</TABLE>

Supplemental Disclosure of Noncash Investing Activities: (See Note 2).

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Altron Incorporated ("the Company") is a leading contract manufacturer of
interconnect products used in advanced electronic equipment. The Company
manufactures complex products in the mid-volume sector of the electronic
interconnect industry including custom-designed backplanes, surface mount
assemblies and total systems, as well as multilayer, high density printed
circuit boards. Altron's customers include a diversified base of manufacturers
in the telecommunications, data communications, computer, industrial and
medical systems segments of the electronics industry.

On June 9, 1994, Altron Systems Corporation, a wholly-owned subsidiary,
completed the acquisition of Astrio Corporation, a manufacturer of complex
surface mount assemblies. The acquisition has been accounted for as a purchase,
and the results of operations have been included in the accompanying
consolidated income statements from the date of acquisition.

FISCAL YEAR

The Company's fiscal year ends on the Saturday closest to December 31. In the
financial statements, "1992" refers to the year ended January 2, 1993; "1993"
refers to the year ended January 1, 1994; and "1994" refers to the year ended
December 31, 1994. Operations for fiscal year 1992 include 53 weeks while all
other years presented include 52 weeks.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and Altron Systems Corporation, its wholly owned subsidiary. All
significant intercompany balances and transactions have been eliminated in
consolidation.

REVENUE RECOGNITION

The Company recognizes product sales upon shipment.

CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The Company considers all highly liquid investment instruments purchased with
a maturity of three months or less to be cash equivalents. Short-term
investments are carried at cost, which approximates market value, and have
maturities of less than one year.

The Company adopted Statement of Financial Accounting Standards (SFAS) No.
115, "Accounting for Certain Investments in Debt and Equity Securities." This
statement addresses the accounting and reporting for investments in marketable
equity securities that have readily determinable fair values and for all
investments in debt securities.

The Company classifies its investment in commercial paper and short-term
treasury bills as held-to-maturity given the Company's intent and ability to
hold the securities to maturity. In accordance with the statement, held-to-
maturity securities are carried at amortized cost.

In October 1994, the Financial Accounting Standards Board issued SFAS No.
119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments", which is effective for fiscal years ending after
December 15, 1994. As of December 31, 1994, the Company had no financial
instruments requiring disclosure under SFAS No. 119.

F-7
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994

NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Net income per common and common equivalent share was computed based on the
weighted average number of common and common equivalent shares outstanding
during each year. Common equivalent shares include outstanding stock options.
Fully diluted net income per share has not been separately presented as it
would not be materially different from net income per share as presented.

(2) ACQUISITION

On June 9, 1994, Altron Systems Corporation, a wholly owned subsidiary,
completed the acquisition of Astrio Corporation, a manufacturer of complex
surface-mount assemblies, for $4,685,000 consisting of $3,000,000 cash and
$1,685,000 in Altron's common stock (167,108 shares). In addition, $1,565,000
in liabilities were assumed and related acquisition costs of $64,000 were
incurred.

The acquisition has been accounted for as a purchase, and the results of
operations of Altron Systems Corporation since June 9, 1994 have been included
in the accompanying consolidated income statements. The aggregate cost of the
acquisition exceeded the estimated fair value of the acquired net assets by
$4,154,000 which is being amortized on a straight-line basis over an estimated
useful life of 15 years. The allocation of the purchase price was based on the
fair value of the net assets acquired and is subject to adjustment. The Company
continually assesses whether a change in circumstances has occurred subsequent
to the acquisition that would indicate that the future useful life of the asset
(Costs in Excess of Net Assets of Acquired Company) should be revised. The
Company considers the future earnings potential of the original business in
assessing the recoverability of this asset.

The following table presents selected financial information for the Company
and its subsidiary on a proforma basis, assuming the companies had been
combined as of January 3, 1993. The proforma results are not necessarily
indicative of the actual results or future results of operations that would
have occurred had the acquisition been made on January 3, 1993.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
JANUARY 1, 1994 DECEMBER 31, 1994
--------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE
DATA, UNAUDITED)
<S> <C> <C>
Net sales................................. $93,027 $107,149
Net income................................ 5,395 8,330
Net income per common and common equiva-
lent share............................... $0.64 $0.95
Weighted average common and common equiva-
lent shares outstanding.................. 8,413 8,728
</TABLE>

(3) INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or
market. Cost includes materials, labor and manufacturing overhead. Inventories
are summarized as follows:

<TABLE>
<CAPTION>
1993 1994
------ -------
(IN THOUSANDS)
<S> <C> <C>
Raw materials.............................................. $3,466 $ 5,120
Work-in-process............................................ 4,840 6,399
------ -------
$8,306 $11,519
====== =======
</TABLE>

F-8
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994
(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost and consist of the
following:

<TABLE>
<CAPTION>
1993 1994
------- -------
(IN THOUSANDS)
<S> <C> <C>
Land..................................................... $ 465 $ 465
Buildings and improvements............................... 10,247 10,666
Equipment................................................ 30,537 36,237
------- -------
41,249 47,368
Less accumulated depreciation............................ 20,353 22,858
------- -------
$20,896 $24,510
======= =======
</TABLE>

The Company provides for depreciation using the straight-line method over the
estimated useful lives of 7 to 40 years for buildings and improvements and 3 to
8 years for equipment.

(5) INCOME TAXES

Effective January 3, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes," which requires the liability method of accounting. This
accounting change had no material effect on net income or net worth.

The provision for income taxes shown in the accompanying statements of income
consists of the following (in thousands):

<TABLE>
<CAPTION>
1992 1993 1994
---- ------ ------
<S> <C> <C> <C>
Federal:
Current................................................ $541 $2,612 $4,100
Deferred............................................... 79 78 286
---- ------ ------
620 2,690 4,386
---- ------ ------
State:
Current................................................ 186 708 1,167
Deferred............................................... 12 47 80
---- ------ ------
198 755 1,247
---- ------ ------
Provision for income taxes............................... $818 $3,445 $5,633
==== ====== ======
</TABLE>

The Company had federal and state income taxes currently payable of $81,000
and $154,000 at January 1, 1994 and December 31, 1994, respectively.

A reconciliation of the Company's effective income tax rate and the statutory
federal income tax rate is as follows:

<TABLE>
<CAPTION>
1992 1993 1994
---- ---- ----
<S> <C> <C> <C>
Federal statutory tax rate................................. 34.0% 34.0% 34.0%
State income taxes, net of federal tax benefit............. 6.3 5.8 5.8
Other, net................................................. (.5) .2 .2
---- ---- ----
Effective tax rate......................................... 39.8% 40.0% 40.0%
==== ==== ====
</TABLE>

F-9
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994

The tax effects of temporary differences included in other current assets as
of January 1, 1994 are $420,000 for inventory and receivables, $533,000 for
accruals, $72,000 for non-qualified stock options and $120,000 for other net
differences. The temporary differences as of December 31, 1994 are $555,000 for
inventory and receivables, $615,000 for accruals, $72,000 for non-qualified
stock options and $37,000 for other net differences.

Deferred income taxes as of January 1, 1994 and December 31, 1994 are
$3,561,000 and $4,044,000, respectively, and resulted principally from the
difference between book and tax depreciation methods.

For 1993 and 1994, the Company realized tax benefits of $1,265,000 and
$408,000, respectively, for disqualifying dispositions of stock options
exercised which are deemed compensation for tax purposes. For financial
reporting purposes, the benefit is accounted for as a credit to paid-in capital
rather than as a reduction of income tax expense.

(6) LONG AND SHORT-TERM DEBT

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
1993 1994
------- ------
<S> <C> <C>
Ten-year real estate mortgage note........................... $ 5,043 $4,892
Unsecured term loans......................................... 5,100 4,500
Other........................................................ - 59
------- ------
10,143 9,451
Less current portion......................................... 738 805
------- ------
Long-term debt............................................... $ 9,405 $8,646
======= ======
</TABLE>

Maturities of long-term debt are as follows (in thousands):

<TABLE>
<CAPTION>
FISCAL YEAR
-----------
<S> <C>
1995............................................................. $ 805
1996............................................................. 3,769
1997............................................................. 4,877
------
$9,451
======
</TABLE>

TEN-YEAR REAL ESTATE MORTGAGE NOTE

In October 1993, the Company renegotiated its ten-year, first mortgage note
with a bank. Under the amended terms, the loan is payable in monthly
installments of principal and interest of $37,300 at a fixed interest rate of
5.97% for three years, at which time the interest rate will be renegotiated.
The Company's facility, located in Wilmington, Massachusetts, is the security
for this loan.

UNSECURED TERM LOANS

On May 29, 1992, the Company borrowed $3,000,000 under a five-year, unsecured
term loan agreement with quarterly principal payments of $150,000 and monthly
interest payable at 7.5%. On September 15, 1993, the Company borrowed a
$3,000,000 three-year unsecured term loan at an interest rate of 5.8% payable
monthly, and principal payable on September 15, 1996, under an amendment to its
term loan agreement with its bank. The term loan agreement contains provisions
that the Company maintain certain financial ratios and covenants which the
Company met as of January 1, 1994 and December 31, 1994.

F-10
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994

SHORT-TERM DEBT

The Company has an unsecured line of credit with its bank of $5,000,000 at
the bank's prime rate. There were no borrowings outstanding under the line of
credit and the entire line was available at January 1, 1994 and December 31,
1994.

(7) OPERATING LEASES

The Company leases computer equipment under noncancelable operating leases.
Rental expense for computer leases was $33,000 in 1992, $37,000 in 1993 and
$14,000 in 1994.

The Company rents manufacturing space under lease agreements. Aggregate
minimum lease payments under the leases at December 31, 1994 are $342,000,
$432,000, $552,000, $566,000 and $582,000 for each of the years 1995 through
1999, respectively, and $899,000 thereafter. Rental expense under the leases
was $103,000 in 1992, $120,000 in 1993 and $210,000 in 1994.

(8) STOCKHOLDERS' INVESTMENT

On August 3, 1993, the Board of Directors declared a three-for-two stock
split of its common stock, effected as a 50% stock dividend, to shareholders of
record on August 16, 1993 and distributed September 3, 1993. On January 5,
1995, the Board of Directors declared a three-for-two stock split of its common
stock effected as a 50% stock dividend to shareholders of record on January 20,
1995 and distributed February 10, 1995. Share quantities and related per share
amounts have been retroactively restated to reflect the stock splits.

On February 10, 1995, the Board of Directors adopted a resolution to increase
the authorized shares of common stock outstanding from 10,000,000 shares to
30,000,000 shares with a par value of $.05 per share. The proposal will be
submitted for approval by the stockholders at a special meeting scheduled to be
held March 31, 1995.

PREFERRED STOCK

The stockholders approved the authorization of 1,000,000 shares of preferred
stock, $1 par value, on February 14, 1984. The preferred stock is divisible and
issuable into one or more series. The rights and preferences of the different
series may be established by the Board of Directors without further action by
the stockholders. The Board of Directors is authorized, with respect to each
series, to fix and determine, among other things: (i) the dividend rate, (ii)
the liquidation preference, (iii) whether or not such shares will be
convertible into, or exchangeable for, any other securities and (iv) whether or
not such shares will have voting rights and, if so, the conditions under which
such shares will vote as a separate class.

STOCK OPTIONS

The 1981 Stock Option Plan provided for incentive stock options granted at
fair market value at the date of grant and nonqualified stock options granted
at prices determined by the Board of Directors. All options under the plan are
exercisable over a five-year period and expire 10 years from the date of grant.
In December 1991, this plan terminated and at December 31, 1994, 64,200 shares
were reserved.

The 1991 Stock Option Plan includes incentive stock options granted at fair
market value at the date of grant and nonqualified stock options granted at
prices determined by a committee of the Board of Directors. All options are
exercisable over a five-year period, commencing 12 months from the date of
grant unless

F-11
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994
accelerated and expire 10 years from the date of grant. On May 19, 1994 the
stockholders approved an increase in the total number of shares of common stock
reserved for issuance under the Plan to 1,200,000. At December 31, 1994,
901,575 shares of common stock were reserved for issuance.

The 1989 Nonqualified Stock Option Plan for Non-Employee Directors provided
for options exercisable over five years commencing 12 months from the date of
grant and expiring 10 years from the date of grant. At December 31, 1994,
18,000 shares were reserved.

The 1992 and 1993 Stock Option Plans for Non-Employee Directors provided for
options exercisable over a two year period from the date of grant and expiring
10 years from the date of grant. The 1993 Stock Option Plan for Non-Employee
Directors was approved by the stockholders on May 19, 1994. At December 31,
1994, 67,500 and 75,000 shares were reserved for the 1992 and 1993 Plans,
respectively.

The following table summarizes the stock option activity for the three-year
period ended December 31, 1994 (restated for the stock splits):

<TABLE>
<CAPTION>
INCENTIVE NONQUALIFIED
STOCK OPTIONS STOCK OPTIONS
----------------------- -------------------------
OPTION PRICE OPTION PRICE
SHARES PER SHARE SHARES PER SHARE
-------- ------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at December 28,
1991........................ 803,475 $1.22- $ 2.67 50,625 $1.67-$2.22
Granted..................... 272,250 1.83- 2.83 33,750 1.67- 2.11
Exercised................... (67,500) 1.22- 2.17 (33,750) 1.67- 2.11
Canceled.................... (51,750) 2.11- 2.83 - -
-------- -------
Outstanding at January 2,
1993........................ 956,475 1.22- 2.83 50,625 1.67- 2.22
Granted..................... 280,500 3.22- 8.92 78,750 1.83- 6.61
Exercised................... (508,275) 1.22- 2.83 (18,000) 1.67- 2.22
Canceled.................... (37,800) 1.22- 1.83 - -
-------- -------
Outstanding at January 1,
1994........................ 690,900 1.22- 8.92 111,375 1.67- 6.61
Granted..................... 149,250 8.50- 13.17 45,000 7.08
Exercised................... (128,025) 1.53- 3.67 (20,475) 1.67- 6.61
Canceled.................... (28,575) 1.83- 7.08 (5,400) 6.61
-------- -------
Outstanding at December 31,
1994........................ 683,550 $1.22- $13.17 130,500 $1.83-$7.08
======== =======
Exercisable at December 31,
1994........................ 235,980 $1.22- $ 8.92 75,600 $1.83-$3.67
======== =======
</TABLE>

Options outstanding at December 31, 1994 expire between April 2, 1996 and
December 12, 2004.

Compensation on nonqualified stock options granted during 1993 amounted to
$179,000. All options granted in 1994 were at fair market value.

EMPLOYEE STOCK PURCHASE PLAN

The Company maintains an Employee Stock Purchase Plan which provides for two
purchase periods during the Company's fiscal year. The purchase price of shares
under the Plan is 90% of the lower of the fair market value at the beginning
and the end of the period. Substantially all employees with more than one year
of service are eligible to participate in the Plan. At December 31, 1994,
147,915 shares of common stock were reserved for issuance.

F-12
<PAGE>

ALTRON INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1994

(9) OTHER INCOME

Other income consists of interest income of $13,000, $218,000 and $351,000
for the years ended 1992, 1993 and 1994, respectively and other income
(expense), net of $95,000, $(109,000) and $(90,000) for these respective years.

(10) INTEREST EXPENSE

Interest expense was $709,000, $710,000 and $654,000 for the years ended
1992, 1993 and 1994, respectively, of which $96,000, $128,000 and $80,000 was
capitalized to property, plant and equipment.

(11) SIGNIFICANT CUSTOMERS

For 1992, no customer accounted for 10% or more of net sales. One customer,
Motorola Inc., accounted for approximately 13% of net sales for 1993 and 1994.

(12) EMPLOYEE BENEFIT PLAN

The Altron Savings and Investment Plan allows all full-time employees with at
least one year of service with the Company to participate. Plan participants
elect to have contributions made to the Plan under Section 401(k) of the
Internal Revenue Code. Company contributions become vested at the rate of 20%
for each year of service with the Company. Annual Company contributions to the
plan are at the discretion of the Board of Directors and are discretionary in
amount. The Company contributed approximately $134,000, $150,000 and $230,000
for the years 1992, 1993 and 1994.

The Company does not provide post-retirement benefits. Accordingly SFAS No.
106 "Accounting for Post-Retirement Benefits Other Than Pensions" has no impact
upon the Company. The Company does not provide benefits for periods after
employment but prior to retirement. Accordingly, SFAS No. 112 "Employers'
Accounting for Postemployment Benefits" has no impact upon the Company.

(13) QUARTERLY RESULTS (UNAUDITED)

The following summarized unaudited results of operations for the fiscal
quarters in the years ended January 1, 1994 and December 31, 1994 have been
accounted for using generally accepted accounting principles for interim
reporting purposes and include adjustments (consisting of normal recurring
adjustments) which the Company considers necessary for the fair presentation of
results for these interim periods:

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH FISCAL
QUARTER QUARTER QUARTER QUARTER YEAR
------- ------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1993
Net sales........................... $20,580 $21,230 $20,056 $21,540 $ 83,406
Gross profit........................ 3,540 4,115 4,158 4,573 16,386
Net income.......................... 875 1,280 1,402 1,603 5,160
Net income per share................ 0.11 0.16 0.17 0.19 0.63
1994
Net sales........................... $23,007 $25,372 $26,682 $29,141 $104,202
Gross profit........................ 5,100 5,670 5,799 6,472 23,041
Net income.......................... 1,825 2,070 2,107 2,448 8,450
Net income per share................ 0.21 0.24 0.24 0.28 0.98
</TABLE>

F-13
<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDER OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SO-
LICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK 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.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UN-
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

---------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 9
Price Range of Common Stock............................................... 9
Dividend Policy........................................................... 9
Capitalization............................................................ 10
Selected Consolidated Financial Data...................................... 11
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 12
Business.................................................................. 15
Management................................................................ 23
Principal and Selling Stockholders........................................ 25
Description of Capital Stock.............................................. 26
Shares Eligible For Future Sale........................................... 28
Underwriting.............................................................. 29
Legal Matters............................................................. 30
Experts................................................................... 30
Additional Information.................................................... 30
Incorporation of Certain Documents by Reference........................... 31
Index to Consolidated Financial Statements................................ F-1
</TABLE>

1,200,000 Shares

[LOGO OF ALTRON INCORPORATED APPEARS HERE]

Common Stock

-----------

PROSPECTUS

-----------

PRUDENTIAL SECURITIES INCORPORATED
NEEDHAM & COMPANY, INC.

May , 1995

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and distribution of the
securities being registered hereby, other than the underwriting discounts and
commissions, to be paid by the Company, are estimated as follows:

<TABLE>
<S> <C>
Registration fee under Securities Act......................... $ 7,435.40
National Association of Securities Dealers, Inc. filing fee... 2,656.00
Legal fees and expenses....................................... 75,000.00
Accounting fees and expenses.................................. 50,000.00
Blue Sky fees and expenses (including legal fees)............. 15,000.00
Printing and engraving expenses............................... 70,000.00
Transfer agent fees and expenses.............................. 15,000.00
Miscellaneous................................................. 14,908.60
-----------
Total..................................................... $250,000.00
===========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 67 of Chapter 156B of the Massachusetts Business Corporation Law,
which is applicable to the Company, provides as follows:

Indemnification of directors, officers, employees and other agents of a
corporation, and persons who serve at its request as directors, officers,
employees or other agents of another organization, or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by
it to whatever extent shall be specified in or authorized by (i) the articles
of organization or (ii) a by-law adopted by the stockholders or (iii) a vote
adopted by the holders of a majority of the shares of stock entitled to vote on
the election of directors. Except as the articles of organization or by-laws
otherwise require, indemnification of any persons referred to in the preceding
sentence who are not directors of the corporation may be provided by it to the
extent authorized by the directors. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification under this
section which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

No indemnification shall be provided for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.

The absence of any express provision for indemnification shall not limit any
right of indemnification existing independently of this section.

A corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or other agent of another organization or with
respect to any

II-1
<PAGE>

employee benefit plan, against any liability incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.

In addition, pursuant to its Articles of Organization and By-Laws, the
Company shall indemnify its directors and officers against expenses (including
judgments or amounts paid in settlement) incurred in any action, civil or
criminal, to which any such person is a party by reason of any alleged act or
failure to act in his capacity as such, except as to a matter as to which such
director or officer shall have been finally adjudged not to have acted in good
faith in the reasonable belief that his action was in the best interest of the
Company.

ITEM 16. EXHIBITS

(a) Exhibits: The following is a list of exhibits filed as part of the
Registration Statement:

<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
*1.1 Form of Underwriting Agreement.
*3.1 Articles of Organization of Altron Incorporated, as amended.
*5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation.
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in the opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
--------
* To be filed by amendment.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the issuer 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 of 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.

The undersigned registrant hereby undertakes that:

1. For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

2. For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
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 public offering thereof.

II-2
<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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BOSTON, COMMONWEALTH OF MASSACHUSETTS, ON THE 28TH
DAY OF MARCH, 1995.

ALTRON INCORPORATED

By: /s/ Samuel Altschuler
-------------------------------
Samuel Altschuler,
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW
CONSTITUTES AND APPOINTS SAMUEL ALTSCHULER AND BURTON DOO, AND EACH OF THEM,
WITH THE POWER TO ACT WITHOUT THE OTHER, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT
AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR IN
HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES TO SIGN ANY AND ALL
AMENDMENTS OR POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEY-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO
AND PERFORM EACH AND EVERY ACT AND THING REQUISITE OR NECESSARY TO BE DONE IN
AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR
COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEY-IN-
FACT AND AGENTS OR EITHER OF THEM, OR THEIR OR HIS SUBSTITUTES, MAY LAWFULLY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.

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(S) DATE
--------- -------- ----

/s/ Samuel Altschuler Chairman of the March 28, 1995
------------------------------------- Board of Directors
SAMUEL ALTSCHULER and President
(principal executive
officer)

/s/ Burton Doo Executive Vice March 28, 1995
------------------------------------- President and
BURTON DOO Director

/s/ Peter D. Brennan Vice President, March 28, 1995
------------------------------------- Chief Financial
PETER D. BRENNAN Officer and
Treasurer (principal
financial and
accounting officer)

/s/ Anthony J. Medaglia, Jr. Director March 28, 1995
-------------------------------------
ANTHONY J. MEDAGLIA, JR.

/s/ Daniel A. Cronin, Jr. Director March 28, 1995
-------------------------------------
DANIEL A. CRONIN, JR.

/s/ Thomas M. Claflin, II Director March 28, 1995
-------------------------------------
THOMAS M. CLAFLIN, II

II-3

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.

Arthur Andersen LLP

Boston, Massachusetts
March 28, 1995