Document/Exhibit Description Pages Size
1: 10-Q Form 10-Q for August 27, 1995 15 65K
2: EX-10.146 Agreement Between Co. & Clarke Reynolds 5 23K
3: EX-10.147 Agreement Between Co. & Rockell Hankin 5 23K
4: EX-10.148 Agreement Between Co. & Harry Hathaway 5 23K
5: EX-10.149 Agreement Between Co. & Richard Mahmarian 5 22K
6: EX-27 Financial Data Schedule 1 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended AUGUST 27, 1995
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from - to -
----------- ------------
Commission File Number 0-10558
ALPHA MICROSYSTEMS
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3108178
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2722 S. FAIRVIEW STREET, SANTA ANA, CA 92704
(Address of principal executive offices)
Registrant's telephone number, including area code: (714) 957-8500
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of October 4, 1995, there were 6,595,453 shares of the registrant's common
stock outstanding.
ALPHA MICROSYSTEMS
INDEX
[Download Table]
Page
Number
------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
at August 27, 1995 (Unaudited) and
February 26, 1995 3
Condensed Consolidated Statements of
Operations (Unaudited) for the Three
and Six Months Ended August 27, 1995 and
August 28, 1994 4
Condensed Consolidated Statements of Cash Flows
(Unaudited) for the Six Months Ended August 27,
1995 and August 28, 1994 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
-2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
[Download Table]
(Unaudited)
August 27, February 26,
1995 1995
----------- ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,919 $ 3,289
Accounts receivable, net 5,234 4,844
Inventories 1,435 1,948
Subsidiary held for sale -- 269
Notes receivable 261 --
Prepaid expenses and other current assets 496 564
-------- --------
Total current assets 9,345 10,914
-------- --------
Property and equipment at cost 15,991 14,824
Less accumulated depreciation and amortization 11,649 11,220
-------- --------
Net property and equipment 4,342 3,604
Service contracts, net 935 1,039
Software costs, net 1,545 1,302
Goodwill, net 757 864
Other assets, net 171 179
-------- --------
$ 17,095 $ 17,902
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,350 $ 1,863
Deferred revenue 2,515 2,775
Other accrued liabilities 1,308 1,857
Accrued salaries and wages 394 836
Current portion of long-term debt 346 395
-------- --------
Total current liabilities 6,913 7,726
Long-term debt 82 140
Commitments and contingencies
Shareholders' equity:
Preferred stock, no par value; 5,000,000
shares authorized; none issued -- --
Common stock, no par value; 20,000,000 shares
authorized; 6,565,403 and 6,557,403 shares
issued and outstanding at August 27, 1995
and February 26, 1995, respectively 21,231 21,224
Accumulated deficit (11,026) (11,119)
Unamortized restricted stock plan expense (16) (19)
Foreign currency translation adjustment (89) (50)
-------- --------
Total shareholders' equity 10,100 10,036
-------- --------
$ 17,095 $ 17,902
======== ========
See accompanying notes.
-3-
ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
[Enlarge/Download Table]
Three Months Ended Six Months Ended
---------------------- ----------------------
August 27, August 28, August 27, August 28,
1995 1994 1995 1994
---------- ---------- ---------- ----------
Net sales:
Product $3,905 $4,684 $ 7,824 $ 9,552
Service 4,700 5,135 9,326 10,274
------ ------ ------- -------
Total net sales 8,605 9,819 17,150 19,826
------ ------ ------- -------
Cost of sales:
Product 2,181 3,098 4,561 6,193
Service 3,072 3,312 6,159 6,500
------ ------ ------- -------
Total cost of sales 5,253 6,410 10,720 12,693
------ ------ ------- -------
Gross Margin 3,352 3,409 6,430 7,133
Selling, general and administrative expense 2,810 3,468 5,561 6,720
Research and development expense 538 570 1,070 1,206
------ ------ ------- -------
Total operating expenses 3,348 4,038 6,631 7,926
------ ------ ------- -------
Income (loss) from operations 4 (629) (201) (793)
Interest income (21) (52) (50) (77)
Interest expense 17 5 21 7
Other (income) expense, net (9) 42 (225) 67
Foreign exchange (gain) loss (25) (45) (40) (63)
------ ------ ------- -------
Total other (income) expenses (38) (50) (294) (66)
------ ------ ------- -------
Income (loss) before taxes 42 (579) 93 (727)
(Benefit) provision for income taxes -- 3 -- 4
------ ------ ------- -------
Net income (loss) $ 42 $ (582) $ 93 $ (731)
====== ====== ======= =======
Net income (loss) per share $ 0.01 $(0.09) $ 0.01 $ (0.11)
====== ====== ======= =======
Number of shares used in the
computation of per share amounts 6,591 6,562 6,576 6,559
====== ====== ======= =======
See accompanying notes.
-4-
ALPHA MICROSYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
[Download Table]
Six Months Ended
----------------------
August 27, August 28,
1995 1994
---------- ----------
Cash flow from operating activities:
Net income (loss) $ 93 $ (731)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Gain on sale of fixed assets (211) --
Depreciation and amortization 1,033 1,337
Provision for losses on accounts receivable (59) 39
Inventory provision 152 86
Other changes in operating assets and liabilities:
Accounts receivable (170) (471)
Inventories 361 4
Prepaid expenses and current assets 76 (154)
Accounts payable and other
accrued liabilities (61) 134
Accrued salaries and wages (441) (423)
Deferred revenue (257) (144)
Other, net (4) (7)
Net cash provided by (used in) ------- -------
operating activities 512 (330)
------- -------
Cash flow from investing activities:
Proceeds from sale of fixed assets 240 --
Acquisition of businesses -- (84)
Purchases of equipment (1,301) (947)
Capitalization of software costs (541) (284)
Other, net (16) 40
------- -------
Net cash used in investing activities (1,618) (1,275)
------- -------
Cash flows from financing activities:
Issuance of stock 10 66
Principal debt repayments (253) (450)
------- -------
Net cash used in financing activities (243) (384)
------- -------
Effect of exchange rate changes on cash (21) 63
------- -------
Decrease in cash and cash equivalents (1,370) (1,926)
Cash and cash equivalents at beginning of period 3,289 6,251
------- -------
Cash and cash equivalents at end of period $ 1,919 $ 4,325
======= =======
See accompanying notes.
-5-
ALPHA MICROSYSTEMS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM ACCOUNTING POLICY
In the opinion of management of Alpha Microsystems (the "Company" or
"Alpha Micro"), the accompanying unaudited condensed consolidated financial
statements contain all adjustments necessary to fairly present the consolidated
financial position of the Company at August 27, 1995, the consolidated results
of its operations for the three and six month periods ended August 27, 1995 and
August 28, 1994 and its cash flows for the six month periods ended August 27,
1995 and August 28, 1994. These condensed consolidated financial statements do
not include all disclosures normally presented annually under generally accepted
accounting principles and, therefore, they should be read in conjunction with
the Company's annual report on Form 10-K for the year ended February 26, 1995.
The results of operations for the six month period ended August 27,
1995, are not necessarily indicative of the results to be expected for the full
fiscal year.
REVENUE RECOGNITION
The Company recognizes revenue on its hardware and software sales on
delivery, and recognizes revenue on its service sales and post contract customer
support on a straight line basis over the contract period. When significant
obligations remain after a software product has been delivered, revenue is not
recognized until obligations have been completed or are no longer significant.
The costs of any insignificant obligations are accrued when the related revenue
is recognized. Revenue is recognized only when collection of the resulting
receivable is probable.
PER SHARE INFORMATION
Per share information is based upon the weighted average common and
common equivalent shares outstanding during the period ended August 27, 1995,
and the weighted average common shares outstanding during the period ended
August 28, 1994.
TRANSLATION OF FOREIGN CURRENCIES
The Company's foreign entities use the local currency as the functional
currency. The Company translates all foreign entity assets and liabilities at
quarter-end exchange rates, all income and expense accounts at average rates,
and records adjustments resulting from translation in a separate component of
shareholders' equity.
-6-
2. INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out
method) or market. Inventories net of reserves for excess and obsolete
inventories of $1,828,000 and $1,723,000 at August 27, 1995 and February 26,
1995, respectively, are comprised of the following:
[Download Table]
(In thousands)
------------------------
August 27, February 26,
1995 1995
--------- ------------
Raw materials $ 226 $ 581
Work in process 20 180
Finished goods 1,189 1,187
------ ------
$1,435 $1,948
====== ======
3. DEBT
On July 10, 1995, the Company signed an agreement for a revolving line
of credit up to a maximum limit of $2,000,000, based upon 70% of the eligible
accounts receivable and under which letters of credit and the foreign exchange
portion shall not exceed in the aggregate at any one time $500,000. Borrowing
under the line of credit will bear interest of prime plus one and one half
percent (1.5%) and a commitment fee for the first year of $15,000. In addition,
the Company agreed to issue 50,000 warrants to the lender, after the 40,000
warrants the lender previously received had been canceled. The price of the new
warrants is at the market value of the Company's common stock as of the date of
the loan.
The line of credit is secured by substantially all of the Company's
assets. Its availability is subject to financial covenants requiring that the
Company maintain a quick ratio of not less than 1.3 to 1, a tangible net worth
of not less than $6,500,000, and a ratio of total liabilities to tangible net
worth of no more than 1.0 to 1. The agreement also includes covenants which
require that the Company must not have two or more consecutive quarterly losses
or an aggregate year-to-date loss of over $300,000, and the Company must make a
net profit on a consolidated basis for fiscal 1996. Currently, the Company has
no outstanding bank borrowings.
4. NOTE RECEIVABLE
As part of the consideration for selling the Belgian subsidiary to a
member of local management, the Company received a note for 15,000,000 Belgian
francs which is payable over the next two years.
5. SUBSEQUENT EVENT
On September 15, 1995, the Company acquired the ongoing service
contracts and certain related assets of Instant Data Systems Incorporated
("IDS") for a purchase price of $300,000. The purchase price will be paid over
eighteen months, and the ultimate price and cash paid will depend upon the
contract revenues purchased.
6. TAXES
The Company has significant federal net operating loss carryforwards
totaling approximately $15.0 million at February 26, 1995, which begin expiring
in 2006. As a result,
-7-
the Company recorded no tax provision for the six months ended August 27, 1995.
If there is a greater than 50% change in the Company's ownership during any
three-year period, the utilization of the net operating loss and general
business credit carryforward can be limited. During the last three-year period
ended February 26, 1995, the Company had experienced an approximate 41% change
in ownership.
7. GOODWILL AND INTANGIBLES
Management routinely evaluates events or conditions that might diminish
the fair market value of intangible assets. Intangible assets include acquired
service contracts, capitalized computer software costs and goodwill. The book
value of goodwill and acquired service contracts is associated with the
acquisition of companies or assets. Software cost is the accumulation of
capitalized development costs or the assigned value of software associated with
an acquisition.
8. CONTINGENCIES
PRIOR LEASE OBLIGATIONS
The Company is in the process of negotiating the requirements and costs
associated with exiting its previous location and has not yet paid the exit fee
of $250,000. Management believes the Company has accrued an appropriate amount
for this contingency, and that the outcome of its discussions with its previous
landlord will not materially affect the Company.
LITIGATION
Two former employees of Alpha Microsystems Belgium S.A. ("AMB") have
asserted that AMB is in breach of its obligations under Belgium employment law
to pay salaries for up to two years in certain circumstances and have asserted
that the Company has direct liability for these obligations. The employees have
offered to settle their claim for $1.2 million, which the Company has rejected.
Management of the Company believes that the claim is without merit and plans to
vigorously defend itself against these claims.
-8-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
SUMMARY
The following table was derived from the Condensed Consolidated
Statements of Operations as a percentage of net sales for the three and six
month periods ended August 27, 1995, and August 28, 1994:
[Enlarge/Download Table]
RELATIONSHIP TO NET SALES
------------------------------------------------
Three Months Ended Six Months Ended
------------------------------------------------
August 27, August 28, August 27, August 28,
1995 1994 1995 1994
---------- ---------- ---------- ----------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 61.0 65.3 62.5 64.0
----- ----- ----- -----
Gross margin 39.0 34.7 37.5 36.0
Selling general and administrative expense 32.7 35.3 32.4 34.0
Research and development expense 6.3 5.8 6.2 6.1
Interest income (0.2) (0.5) (0.3) (0.4)
Interest expense 0.2 0.1 0.1 --
Other (income) expense, net (0.1) 0.4 (1.3) 0.3
Foreign exchange (gain) loss (0.3) (0.5) (0.2) (0.3)
----- ----- ----- -----
Income (loss) from operations before taxes 0.4 (5.9) 0.6 (3.7)
Provision (benefit) for income taxes -- -- -- --
----- ----- ----- -----
Net income (loss) 0.4% (5.9)% 0.6% (3.7)%
===== ===== ===== =====
GENERAL
The Company, which for its first decade was principally a designer and
vendor of computer hardware and related systems software, continues to
transition its business to focus on areas offering growth potential. The
Company's strategy is to strengthen its distribution channels, concentrate on
vertical markets, and expand its already broad base of support services,
including field maintenance and networking. In support of its strategy, the
Company has continued its efforts to consolidate European operations, reduce
expenses and establish new asset management techniques, and shift toward system
assembly and integration. Management will continue to monitor market and
business conditions and will be flexible in considering future shifts in
strategy as appropriate.
During the first six months of fiscal 1996, the Company earned a net
income of $93,000, or $0.01 per share, which was primarily associated with the
sale of its PICK distributed database product ("PICK"). PICK was sold on March
24, 1995 for $300,000 and generated a gain on sale of $211,000. As anticipated,
revenues declined as a result of the sale of the PICK and VSO product lines and
lower demand for the Company's traditional products. In response, management
has reduced expenses accordingly.
The Company's strategic marketing efforts continued to progress during
the first six months of the current fiscal year. The Company obtained four new
orders for PANDA from Southern California school districts, and has been test
marketing the system in additional
-9-
regions, such as Texas, Virginia, Florida, New York, New Jersey, Maryland and
Pennsylvania. The Company's early test version of its AlphaHealthCare dental
practice management software (Alpha 2000) has been introduced at several trade
shows and individually to key dental industry opinion leaders and has been well
received. Alpha 2000 is actively being marketed and the Company is taking
orders for delivery in the last half of the current fiscal year.
Based upon the favorable market response, the Company intends to
significantly expand its sales and marketing resources for both vertical
products. While it is unlikely that revenues for these products will increase
sufficiently to offset the additional investment in the short term, the Company
believes that its capabilities to gain a larger market share over the long term
will be significantly enhanced. The operating expenses associated with
additional marketing and sales efforts towards introducing these products will
likely have a negative impact on the Company's short-term performance.
RESULTS OF OPERATIONS
Six Months Ended August 27, 1995 and August 28, 1994
Net sales decreased $2,676,000, or 13.5%, to $17,150,000 for the six
month period ended August 27, 1995, from $19,826,000 for the six month period
ended August 28, 1994. Total product revenues declined $1,728,000, or 18.1%
from approximately $9,552,000 for the comparable period.
Sales of the Company's traditional products declined $1,804,000,
offset by an increase of $76,000 in sales of the Company's vertical products.
Lower demand for the Company's traditional products, the sale of the PICK and
VSO product lines, and lower revenues from Belgian customers accounted for most
of the decline in product revenues. PICK and VSO revenues accounted for
approximately $289,000 in the six months ended August 27, 1995, compared to
approximately $858,000 in the comparable period of fiscal 1995. The Belgian
subsidiary, Alpha Microsystems Belgium, S.A. ("AMB"), which was sold to a
member of its Belgian management team at the end of fiscal 1995, had accounted
for $1,123,000 in revenues in the first half of fiscal 1995. In the first half
of fiscal 1996, sales to the Belgian company accounted for $615,000 in
revenues. The negative impact of reduced AMB revenues was offset by the
elimination of overhead and other expenses associated with the subsidiary.
Total service revenue for the six months ended August 27, 1995,
declined $948,000, or 9.2%, to $9,326,000 from $10,274,000 for the same period
in the prior year. The decrease was attributable both to a reduction in service
revenue from prior acquisitions (Alpha Computer Services, Inc. and MGI Group
International, Inc.) and in traditional AMOS-based service contracts. The
Company has been successful in expanding its base of support services,
including field maintenance and networking, and intends to invest additional
resources in this area.
Total gross margin for the Company for the six months ended August 27,
1995, increased to 37.5% compared to 36.0% during the same period last year.
Product gross margin for the first half of fiscal 1996 increased to 41.7%
compared to 35.2% during the same period in the prior year. The increase in
the current period was due to a higher percentage of revenues from traditional
hardware products with higher gross margin as compared to the same period in
the prior year in which a higher percentage of lower margin PICK, VSO and
non-proprietary products were sold.
-10-
Service business gross margin declined to 34.0% during the half year
ended August 27, 1995 from 36.7% during the same period in the prior year. The
decline was primarily due to reductions in cost of goods sold, primarily labor
costs, not fully offsetting the revenue decline. However, the service
organization reduced selling, general and administrative expenses which
assisted in partially offsetting the overall impact of the service revenue
decline. To improve revenues, the service organization is focusing on obtaining
new contracts for its networking support services, supporting vertical markets
with services, and increasing third-party services. Revenues from these new
areas of focus generally produce lower margins than the Company's traditional
service business.
Selling, general and administrative expenses decreased $1,159,000 to
$5,561,000 for the six months ended August 27, 1995, from $6,720,000 for the
comparable period in the prior fiscal year. This reduction is primarily due to
the Company's decision to divest itself of certain non-core activities such as
the divestiture of AMB, VSO, and Imaging operations, which reduced expenditures
by $481,000, $289,000, and $108,000, respectively. Selling, general and
administrative expenses were also reduced by streamlining certain other areas
of the business. The Company utilized some of these savings by investing in
additional resources to enhance its position in its vertical markets.
Approximately $1,768,000 in selling, general and administrative expenses in the
first half of the current fiscal year was due to this investment in vertical
markets compared to $1,355,000 for the same period in the prior fiscal year.
On March 24, 1995, the Company sold its rights to reproduce and
license Pick64+ distributed database software to Sequoia Systems, Inc., for
$100,000 cash and a $200,000 note receivable. The transaction generated a gain
on sale of $211,000.
Research and development expenses incurred for the six months ended
August 27, 1995 decreased by $136,000 to $1,070,000 from $1,206,000 during the
same period in the prior fiscal year. This reduction was primarily due to
refocusing the Company's resources on new software development. Approximately
$541,000 of new software development expenses have been capitalized in the
first half of the current fiscal year, as compared to $284,000 in the
comparable period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended August 27, 1995, the Company's working
capital decreased by $756,000 to $2,432,000 from $3,188,000 at February 26,
1995. Net cash and cash equivalents decreased during the six month period
ended August 27, 1995 by $1,370,000 to $1,919,000, primarily as a result of the
costs incurred in connection with the Company's move to its new facilities.
Net cash provided by operating activities during the first half of the current
fiscal year was $512,000 compared to a $330,000 net cash utilization for
operations during the same period in the prior fiscal year.
Inventories decreased from $1,948,000 at February 26, 1995 to
$1,435,000 at August 27, 1995. In addition to management's strict controls to
maintain a lower inventory level, the Company had higher shipments during the
last month of the second quarter, which resulted in lower inventory levels.
Net accounts receivable increased from $4,844,000 at February 26, 1995 to
$5,234,000 at August 27, 1995. This increase was primarily due to the
receivable associated with the sale of the PICK product line, higher sales
activity during the last month of the quarter, and a larger portion of revenue
coming from the European operations which tend to extend longer payment terms.
On July 10, 1995, the Company signed an agreement for a revolving line
of credit up to a maximum limit of $2,000,000, based upon 70% of the eligible
accounts receivable and under which letters of credit and the foreign exchange
portion shall not exceed in the aggregate at any one time $500,000. Borrowing
under the line of credit will bear interest of prime plus one and one half
percent (1.5%) and the commitment fee for the first year is
-11-
$15,000. In addition, the Company agreed to issue 50,000 warrants to the lender,
after the 40,000 warrants the lender previously received had been canceled. The
price of the new warrants is at the market value of the Company's common stock
as of the date of the loan.
The line of credit is secured by substantially all of the Company's
assets. Its availability is subject to financial covenants requiring that the
Company maintain a quick ratio of not less than 1.3 to 1, a tangible net worth
of not less than $6,500,000, and a ratio of total liabilities to tangible net
worth of no more than 1.0 to 1. The agreement also includes covenants which
require that the Company must not have two or more consecutive quarterly losses
or an aggregate year-to-date loss of over $300,000, and the Company must make a
net profit on a consolidated basis for fiscal 1996. Currently, the Company has
no outstanding bank borrowings.
As part of the Company's continuing efforts to reduce expenses, it has
entered into a new 66-month lease and has moved into a 66,200 square foot
facility located within one mile of its prior 104,000 square foot facility. The
new lease, which began on July 1, 1995 and expires on December 31, 2000, will
provide significant savings. The average annual rent for the new facility is
$285,000, compared to $680,000 in fiscal 1995 for the prior facility. The
Company has an option to extend the new lease term for an additional three
years.
Under its new lease, the Company agreed to pay the up-front costs of
certain leasehold improvements. The leasehold improvements for which the
Company assumed responsibility include office construction, plumbing, wiring,
and general tenant improvements. The total cost of these improvements was
approximately $806,000, which will be depreciated over the life of the lease.
The cost of these improvements, fully recorded during the first six months of
the current fiscal year, is the primary reason that net property and equipment
increased to $4,342,000 at August 27, 1995, from $3,604,000 at February 26,
1995.
The Company believes that the current cash position augmented by
operating activities, supplemented as necessary with funds expected to be
available under the Company's line of credit, will provide it with sufficient
resources to finance its working capital requirements for the remainder of the
fiscal year. The Company's future capital requirements depend on a variety of
factors, including, but not limited to, the rate of decline in the traditional
business, the success and timing and amount of investment required to penetrate
the vertical markets, and service revenue growth or decline.
-12-
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Annual Meeting of Shareholders of Alpha Microsystems was held on
July 14, 1995. At the Annual Meeting, all of management's nominees listed in
the Proxy Statement were elected and there was no solicitation in opposition to
such nominees. The appointment of Ernst & Young as independent auditors of the
Company and its subsidiaries for the year ending February 25, 1996 was ratified
by the shareholders. Voting was as follows:
[Download Table]
Directors For Against Abstain
--------- --- ------- -------
Clarke E. Reynolds 5,812,679 15,000 N/A
Douglas J. Tullio 5,814,799 12,900 N/A
Rockell N. Hankin 5,811,179 16,500 N/A
Harry L. Hathaway 5,810,179 17,500 N/A
Richard E. Mahmarian 5,819,129 8,500 N/A
The proposal to ratify the appointment of Ernst & Young as independent
auditors of the Company and its subsidiaries for the year ending February 25,
1996 received 5,908,095 votes for approval and 53,550 votes against approval,
with 14,860 abstentions.
6. Exhibits and Reports on Form 8-K.
(a) See Exhibit Index.
(b) No Form 8-K was filed during the quarter ended August 27, 1995.
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALPHA MICROSYSTEMS
(Registrant)
Date: October 10, 1995 By:/s/ Douglas J. Tullio
----------------------
President and
Chief Executive Officer
Date: October 10, 1995 By:/s/ Michael J. Lowell
----------------------
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
[Download Table]
Number Description of Documents
------ ------------------------
10.146 Agreement to Grant Nonqualified Stock Option by and between
Registrant and Clarke E. Reynolds dated July 14, 1995.
10.147 Agreement to Grant Nonqualified Stock Option by and between
Registrant and Rockell N. Hankin dated July 14, 1995.
10.148 Agreement to Grant Nonqualified Stock Option by and between
Registrant and Harry L. Hathaway dated July 14, 1995.
10.149 Agreement to Grant Nonqualified Stock Option by and between
Registrant and Richard E. Mahmarian dated July 14, 1995.
27 Financial Data Schedule.
-15-
Dates Referenced Herein and Documents Incorporated by Reference
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