AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ALPHA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2302115
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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ALPHA INDUSTRIES, INC.
1999 EMPLOYEE LONG-TERM INCENTIVE PLAN
DIRECTORS' 2001 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES K. JACOBS
GENERAL COUNSEL
ALPHA INDUSTRIES, INC.
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
(781) 935-5150
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee(1)
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Common Stock, $.25 par value 4,150,000 Shares (2) $ 16.75 $ 69,512,500.00 $ 6,395.15
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(1) The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, on the basis of the average of the
high and low reported price of the Common Stock of Alpha Industries, Inc.
on the Nasdaq National Market on March 21, 2002.
(2) Consists of (i) 3,900,000 shares issuable under the 1999 Employee Long
Term Incentive Plan, as amended April 26, 2001 and (ii) 250,000 shares
issuable under Directors' 2001 Stock Option Plan. Such presently
indeterminable number of additional shares of Common Stock are registered
hereunder as may be issued in the event of a merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, stock
combination or other similar change in the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
April 1, 2001 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant's Annual Report referred to in (a) above, including
without limitation, (i) the Registrant's Quarterly Reports on Form
10-Q for the fiscal quarters ended July 1, 2001, September 30, 2001
and December 30, 2001 (ii) the Registrant's Current Reports on Form
8-K dated December 19, 2001 and March 15, 2002; and (iii) the
Registrant's Proxy Statement for the annual meeting of stockholders
held on September 10, 2001; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Registration No.
0-24357) filed under the Exchange Act with the Securities and Exchange
Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of directors to the Registrant or its
stockholders for monetary damages for breaches of their fiduciary duty (subject
to certain exceptions, such as breaches of the duty of loyalty to registrant or
its stockholders), and provides that the Registrant may indemnify its officers
and directors to the full extent permitted by law.
The Registrant's Amended and Restated By-laws include provisions for
mandatory indemnification of its officers and directors provided certain
conditions are met. Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to indemnify directors, officers, employees or
agents of the corporation in non-derivative suits if such party acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful, as
determined in accordance with the Delaware General Corporation Law. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits or otherwise.
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The effect of these provisions would be to permit such indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended, to the extent permitted under such act.
The Registrant has directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Number Description
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4(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (Registration No.
33-63857)).*
4(b) Restated Certificate of Incorporation (Filed as Exhibit 3(a) to the
Registrant's Registration Statement on Form S-3 (Registration No.
33-63857)).*
4(c) Certificate of Amendment of Restated Certificate of Incorporation
dated March 30, 2000 (Filed as Exhibit 4(a) to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-63818)).*
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5
hereof).
23(b) Consent of KPMG LLP.
24 Power of Attorney (included on the signature page of this Registration
Statement).
99.1 Alpha Industries, Inc. 1999 Employee Long-Term Incentive Plan dated
April 27, 1999, as amended on April 26, 2000 and April 26, 2001.
99.2 Alpha Industries, Inc. Directors' 2001 Stock Option Plan dated
September 10, 2001 (Filed as Exhibit 10(n) to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 2001).*
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant
to the Securities Act of 1933, as amended, reference is made to
documents previously filed with the Commission, which are incorporated
by reference herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
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 registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[SIGNATURES FOLLOW]
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woburn, Commonwealth of Massachusetts, on March
27, 2002.
ALPHA INDUSTRIES, INC.
By: /s/ David J. Aldrich
-------------------------------------
DAVID J. ALDRICH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Aldrich and Thomas C. Leonard, and each
of them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including 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 attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and 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 attorneys-in-fact and agents, or any of them, or their
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 DATE
--------- ----- ----
/s/ Thomas C. Leonard Chairman of the Board March 27, 2002
------------------------------------
THOMAS C. LEONARD
/s/ David J. Aldrich President, Chief Executive March 27, 2002
------------------------------------ Officer and Director
DAVID J. ALDRICH
/s/ Paul E. Vincent Chief Financial Officer March 27, 2002
------------------------------------ Principal Financial Officer and
PAUL E. VINCENT Principal Accounting Officer
/s/ Timothy R. Furey Director March 27, 2002
------------------------------------
TIMOTHY R. FUREY
/s/ James W. Henderson Director March 27, 2002
------------------------------------
JAMES W. HENDERSON
/s/ George S. Kariotis Director March 27, 2002
------------------------------------
GEORGE S. KARIOTIS
/s/ David McLachlan Director March 27, 2002
------------------------------------
DAVID MCLACHLAN
/s/ Arthur Pappas Director March 27, 2002
------------------------------------
ARTHUR PAPPAS
/s/ Sidney Topol Director March 27, 2002
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SIDNEY TOPOL
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EXHIBIT INDEX
Exhibit Sequential
Number Page No.
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4(a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
to the Registrant's Registration Statement on Form S-3
(Registration No. 33-63857)).*
4(b) Restated Certificate of Incorporation (Filed as Exhibit 3(a)
to the Registrant's Registration Statement on Form S-3
(Registration No. 33-63857)).*
4(c) Certificate of Amendment of Restated Certificate of
Incorporation dated March 30, 2000 (Filed as Exhibit 4(a) to
the Registrant's Registration Statement on Form S-8
(Registration No. 333-63818)).*
5 Legal Opinion of Testa, Hurwitz & Thibeault, LLP. 8
23(a) Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5 hereof).
23(b) Consent of KPMG LLP. 9
24 Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Alpha Industries, Inc. 1999 Employee Long-Term Incentive 10
Plan dated April 27, 1999, as amended on April 26, 2000
and April 26, 2001.
99.2 Alpha Industries, Inc. Directors' 2001 Stock Option Plan
dated September 10, 2001 (Filed as Exhibit 10(n) to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2001).*
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* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
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