SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 1996 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 1-5560 ------ 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 No.) 20 Sylvan Road, Woburn, Massachusetts 01801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 935-5150 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 ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 27, 1996 Common Stock, par value $.25 per share 9,887,288
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page Part 1 FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheets - September 29, 1996 and March 31, 1996... 3 Consolidated Statements of Income - Quarters and Six Months Ended September 29, 1996 and October 1, 1995................................ 4 Consolidated Statements of Cash Flows - Six Months Ended September 29, 1996 and October 1, 1995................................ 5 Notes to Consolidated Financial Statements............................ 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations............................................. 7 Part 2 OTHER INFORMATION Item 1 - Legal Proceedings.................................................... 9 Item 4 - Submission of Matters to a Vote of Security Holders.................. 9 Item 6 - Exhibits and Reports on Form 8-K..................................... 9 - -------------------------------------------------------------------------------- STATEMENT OF FAIR PRESENTATION The financial information included herein is unaudited. In addition, the financial information does not include all disclosures required under generally accepted accounting principles because certain note information included in the Company's annual report to shareholders has been omitted and such information should be read in conjunction with the prior year's annual report. However, the financial information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. The Company considers the disclosures adequate to make the information presented not misleading. 2
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands except share and per share amounts) <TABLE> <CAPTION> Sept. 29, March 31, 1996 1996 (unaudited) (audited) - ----------------------------------------------------------------------------------------- <S> <C> <C> Assets Current assets Cash and cash equivalents at cost........................ $ 7,118 $ 11,326 Short-term investments (approximates market)............. 3,039 4,143 Accounts receivable...................................... 15,410 17,688 Inventories (Note 1)..................................... 13,094 12,015 Prepayments and other current assets..................... 1,079 1,379 ------ ------ Total current assets............................... 39,740 46,551 ------ ------ Property, plant and equipment, less accumulated depreciation and amortization of $52,632 and $49,908.................. 29,269 28,136 Other assets.................................................... 716 736 ------ ------ $ 69,725 $ 75,423 ====== ====== Liabilities And Stockholders' Equity Current liabilities Current maturities of long-term debt..................... $ 1,975 $ 332 Current maturities of capital lease obligations.......... 385 443 Accounts payable......................................... 4,771 7,075 Payroll, commissions and related expenses................ 5,264 4,898 Other accrued liabilities................................ 1,138 1,156 ------ ------ Total current liabilities.......................... 13,533 13,904 ------ ------ Long-term debt.................................................. 4,583 2,565 ------ ------ Long-term capital lease obligations............................. 410 565 ------ ------ Other long-term liabilities..................................... 941 856 ------ ------ Commitments and contingencies (Note 3) Stockholders' equity Common stock par value $.25 per share: authorized 30,000,000 shares; issued 10,090,075 and 9,938,587 shares..................................... 2,523 2,484 Additional paid-in capital............................... 54,217 53,468 Retained earnings (accumulated deficit).................. (6,096) 2,056 Less - Treasury shares 203,812 and 249,052 shares at cost........................................... 262 321 Unearned compensation-restricted stock............ 124 154 ------ ------ Total stockholders' equity......................... 50,258 57,533 ------ ------ $ 69,725 $ 75,423 ====== ====== - ----------------------------------------------------------------------------------------- </TABLE> The accompanying notes are an integral part of these financial statements. 3
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands except per share data) <TABLE> <CAPTION> Second Quarter Ended Six Months Ended Sept. 29, Oct. 1, Sept. 29, Oct. 1, 1996 1995 1996 1995 - --------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Net sales................................. $ 20,137 $ 23,733 $ 40,203 $ 46,167 Cost of sales........................... 17,318 15,836 33,592 30,888 Research and development expenses....... 2,470 2,128 4,958 3,915 Selling and administrative expenses..... 4,451 4,308 9,838 8,737 Repositioning credit.................... - - - (320) --------- --------- -------- -------- Operating income (loss)................... (4,102) 1,461 (8,185) 2,947 Interest expense.......................... (130) (232) (247) (441) Interest income and other, net............ 108 44 280 77 --------- --------- -------- -------- Income (loss) before income taxes......... (4,124) 1,273 (8,152) 2,583 Provision for income taxes................ 604 192 - 388 --------- --------- -------- -------- Net income (loss)......................... $ (4,728) $ 1,081 $ (8,152) $ 2,195 ========= ========= ======== ======== Net income (loss) per share............... $ (0.48) $ 0.13 $ (0.83) $ 0.27 ========= ========= ======== ======== Weighted average common shares and common share equivalents (Note 2)....... 9,820 8,208 9,764 8,196 ========= ========= ======== ======== - --------------------------------------------------------------------------------------------------------- </TABLE> The accompanying notes are an integral part of these financial statements. 4
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) <TABLE> <CAPTION> Six Months Ended Sept. 29, Oct. 1, 1996 1995 - ---------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: <S> <C> <C> Net income (loss)............................................................. $ (8,152) $ 2,195 Adjustments to reconcile net income (loss) to net cash provided from (used for) operations: Depreciation and amortization of property, plant and equipment........ 2,724 2,561 Contribution of treasury shares to Savings and Retirement Plan........ 410 220 Amortization of unearned compensation - restricted stock, net......... 27 30 Repositioning credit.................................................. - (320) Increase in other liabilities and long-term benefits.................. 85 92 Decrease (increase) in other assets................................... 11 (305) Change in assets and liabilities: Accounts receivable................................................ 2,278 (2,604) Inventories........................................................ (1,079) (1,377) Other current assets............................................... 300 191 Accounts payable................................................... (2,304) (372) Other accrued liabilities and expenses............................. 348 455 Repositioning reserve.............................................. - (366) ------ ------ Net cash provided from (used for) operations.................... (5,352) 400 ------ ------ Cash flows from investing activities: Proceeds from sale of building................................................ - 2,465 Purchases of short-term investments........................................... (2,475) - Maturities of short-term investments.......................................... 3,579 - Additions to property, plant and equipment.................................... (3,857) (3,595) ------ ------ Net cash used in investing activities........................... (2,753) (1,130) ------ ------ Cash flows from financing activities: Proceeds from notes payable................................................... 3,952 3,033 Payments on long-term debt.................................................... (291) (3,657) Deferred charges related to long-term debt.................................... 9 4 Payments on capital lease obligations......................................... (213) (237) Proceeds from sale of stock................................................... 39 64 Exercise of stock options..................................................... 401 117 ------ ------ Net cash (used in) provided from financing activities........... 3,897 (676) ------ ------ Net decrease in cash and cash equivalents............................................. (4,208) (1,406) Cash and cash equivalents, beginning of period........................................ 11,326 3,510 ------ ------ Cash and cash equivalents, end of period.............................................. $ 7,118 $ 2,104 ====== ====== - ---------------------------------------------------------------------------------------------------------------------- </TABLE> Supplemental Disclosures: Capital lease obligations of $305 thousand were incurred during the six months ended October 1, 1995 when the Company entered into leases for new equipment. The accompanying notes are an integral part of these financial statements. 5
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 INVENTORIES <TABLE> <CAPTION> Sept. 29, March 31, Inventories consist of the following (in thousands): 1996 1996 - ----------------------------------------------------------------------------------------------- <S> <C> <C> Raw materials........................................ $ 6,403 $ 4,878 Work-in-process...................................... 4,001 5,830 Finished goods....................................... 2,690 1,307 ----------- ---------- $ 13,094 $ 12,015 =========== ========== - ----------------------------------------------------------------------------------------------- </TABLE> NOTE 2 EARNINGS PER SHARE Earnings (loss) per common share for the six months ended September 29, 1996 and October 1, 1995 were computed using the weighted average number of outstanding common shares plus common stock equivalents, if applicable, of 9,764,148 and 8,195,853 shares, respectively. NOTE 3 COMMITMENTS AND CONTINGENCIES The Company is party to suits and claims arising in the normal course of business. Management believes these are adequately provided for or will result in no significant additional liability to the Company. 6
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the first six months of fiscal 1997 totaled $40.2 million compared with sales of $46.2 million for the same period last year. Sales for the second quarter of fiscal 1997 totaled $20.1 million, compared with $23.7 million for the comparable period last year. New orders received for the first half of fiscal 1997 were $35.8 million compared with $52.5 million for the same period last year. New orders received in the second quarter totaled $20.5 million, compared with $26.2 million for the same period last year. The decrease in sales and orders for the quarter was due to the slower than expected receipt of new orders for ceramic products and millimeter wave digital radio components. Year-to-date sales and orders were impacted by the above as well as a softening in the wireless telecommunications industry, the delayed rollout of the Personal Communication System (PCS) and by the decision to exit certain non-strategic activities. Gross profit for the first half of fiscal 1997 totaled $6.6 million compared with $15.3 million for the comparable period last year. Gross profit for the second quarter was $2.8 million compared with $7.9 million for the same period last year. Lower margins are the result of lower sales volumes, rising costs due to manufacturing capacity added during fiscal 1996, reserves for excess inventory and a loss on a filter order. The inventory write-down of $1.5 million resulted from shifts in demand away from certain ceramic products at Trans-Tech, Inc., the Company's subsidiary. A loss on a filter order of $500 thousand occurred when a customer redesigned the end product, requiring the Company to scrap certain finished parts and materials and to issue credits for returned product that was no longer required by the customer. In anticipation of the demand for wireless communication products increasing over the second half of fiscal 1997, the Company has decided to maintain or increase its current levels of manufacturing capacity for MMICs, discrete semiconductors and ceramic products in its U.S. facilities. In particular, the Company is expanding its GaAs MMIC capacity to handle four inch wafers and is in the process of adding a third shift to the GaAs fab. Research and development expenses increased 27% for the first six months of fiscal 1997 to $5.0 million, or 12% of sales, as compared with $3.9 million or 9% of sales for the same period last year. For the second quarter ended September 29, 1996 research and development increased 16% to $2.5 million, or 12% of sales as compared to $2.1 million or 9% of sales. The increase in research and development reflects the continued investment by the Company in the GaAs MMIC and ceramic product lines. Selling and administrative expenses increased 13% to $9.8 million or 25% of sales for the first half of fiscal 1997, as compared with the same period last year of $8.7 million or 19% of sales. For the second quarter ended September 29, 1996, selling and administrative expenses increased 3% to $4.5 million, or 22% of sales, as compared to $4.3 million or 18% of sales. The year-to-date increase in selling and administrative expenses is primarily the result of recognizing severance costs related to various corporate executives. The increase in selling and administrative expenses for the second quarter reflects an increase in sales and marketing activities directed toward expanded customer service and market penetration. Interest expense for the first six months and quarter ended September 29, 1996 decreased $194 thousand and $102 thousand, respectively, over the comparable periods last year. Interest income for the first six months and quarter ended September 29,1996 increased $246 thousand and $89 thousand, respectively, over the same periods last year. Funds received from the secondary stock offering that was completed during the third quarter of fiscal 1996, were used to reduce debt and increase short-term investments thereby resulting in decreased interest expense and increased interest income. 7
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES The Company reversed the income tax benefit of $604 thousand recorded in the first quarter of fiscal 1997 because the Company no longer anticipates that fiscal 1997 operations will be profitable. For the first half of fiscal 1997, the Company reported a net loss of $8.2 million or $0.83 per share compared with a net income of $2.2 million or $0.27 per share for the comparable period last year. For the second quarter ended, the Company reported a net loss of $4.7 million or $0.48 per share, compared with net income of $1.1 million or $0.13 per share for the comparable period last year. The Company announced on November 4, 1996 that it intends to divest its European ceramics manufacturing operation, Trans Tech Europe, and its digital radio subsystem product line. The Trans Tech Europe manufacturing operation has provided ceramic manufacturing capacity at a higher cost than our U.S. operation, which, coupled with improved efficiencies in Maryland, have made the European operation unnecessary. Similarly, the divestiture of the digital radio subsystem product line will remove the disproportionate risk and cost associated with the manufacture of these highly complex and low-volume, low-margin subsystems, which have led to some past unpredictability in the Company's operating results. The Company expects to take any associated charges related to these divestitures in the third quarter of fiscal 1997. The Company is working to achieve favorable terms for the divestitures, but these charges are not expected to exceed $2.6 million or $0.26 per share for the least favorable outcome. FINANCIAL CONDITION At September 29, 1996, working capital totaled $26.2 million and included $10.2 million in cash, cash equivalents, and short-term investments, compared with $32.6 million of working capital at the end of fiscal 1996. Cash decreased $4.2 million during the first half of fiscal 1997 as a result of an $8.2 million loss, further investments in inventories and capital expenditures, as well as, decreasing accounts payable. Capital expenditures were primarily for continued automation of the semiconductor wafer fab operations and the MMIC and discrete semiconductor assembly and test areas, as well as, for the improved manufacturing capabilities of the ceramic manufacturing facilities. The Company remains committed to adding the required capacity needed to service the wireless markets as demand begins to return and therefore is expanding its GaAs Fab to handle four inch wafer capability. During the quarter, the Company funded its capital expenditures by drawing down $4 million against its equipment line of credit. The equipment line of credit was converted to a three year term loan and at September 29, 1996, the total outstanding balance was $4.8 million. With cash, cash equivalents and short-term investments of $10.2 million and a $7.5 million line of credit available, the Company believes it has adequate funds to support its current operating needs. The Company will continue to evaluate other available financing such as low interest financing for the capital expansion of its ceramic manufacturing business and any other sources that may become available. Safe Harbor Statement - Except for the historical information contained herein, this Form 10-Q contains forward-looking statements that are inherently subject to risks and uncertainties. The Company's results could differ materially based on various factors, including without limitation: cancellation or deferral of customer orders, difficulties in the timely development and market acceptance of new products, market developments that vary from the current public expectations concerning the growth of wireless communications (including PCS), difficulty in divesting the above-mentioned business operations (including the possibility that the Company may be unable to structure acceptable transactions), difficulties in manufacturing new or existing products in sufficient quantity or quality, increased competitive pressures, or changes in economic conditions. Further information on factors that could affect the Company's financial results is included in the Company's periodic reports filed with the S.E.C., including the most recent Form 10-K and subsequent Form 10-Qs. 8
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS The Company does not have any material pending legal proceedings other than routine litigation incidental to its business. The Company has been notified by federal and state environmental agencies of its potential liability with respect to the following two sites: the Spectron, Inc. Superfund site in Elkton, Maryland; and the Seaboard Chemical Corporation site in Jamestown, North Carolina. In each case several hundred other companies have also been notified about their potential liability regarding these sites. The Company continues to deny that it has any responsibility with respect to these sites other than as a de minimis party. Management is of the opinion that the outcome of the aforementioned environmental matters will not have a material effect on the Company's operations or financial position. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) On September 9, 1996, Alpha Industries, Inc. held its Annual Meeting of Stockholders. (b) At the Meeting, the Stockholders elected Martin J. Reid and Sidney Topol as Class 1 Directors each to hold office for a three-year term until the 1999 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. Votes were cast as follows: Mr. Reid 6,552,813 for and 1,793,058 withheld, Mr. Topol 8,191,903 for and 153,968 withheld. (c) At the Meeting, the Stockholders voted to approve the 1996 Long-Term Incentive Plan. A total of 5,375,684 shares were voted in favor of approving the 1996 Long-Term Incentive Plan 639,756 shares were voted against, 68,634 shares abstained from voting and 3,670,365 shares did not vote. ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (3) Certificate of Incorporation and By-laws. (a) Restated Certificate of Incorporation (Filed as Exhibit 3 (a) to Registration Statement on Form S-3 (Registration No. 33-63857))*. (b) Amended and restated By-laws of the Corporation dated April 30, 1992 (Filed as Exhibit 3(b) to the Annual Report on Form 10-K for the year ended March 29, 1992)*. (4) Instruments defining rights of security holders, including indentures. (a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to Registration Statement on Form S-3 (Registration No. 33-63857))*. (b) Frederick County Industrial Development Revenue Bond, Deed of Trust, Loan Agreement and Guaranty and Indemnification Agreement dated June 17, 1982 (Filed as Exhibit 4(g) to the Registration Statement on Form S-8 filed July 29, 1982)*. Bond and Loan Document Modification Agreement dated December 9, 1993 (Filed as Exhibit 4(c) to the Quarterly Report on Form 10-Q for the quarter ended December 26, 1993)*. (c) Amended and Restated Rights Agreement dated as of November 24, 1986, as amended and restated July 3, 1990 and as further amended September 9, 1990 and September 24, 1990, 9
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES between Registrant and The First National Bank of Boston, as Rights Agent (The July 3, 1990 restatement and the September 9, 1990 and September 24, 1990 amendments were filed as Exhibit 4 to the Current Report on Form 8-K dated July 3, 1990 and Exhibits 4(a) and 4(b) to the Current Report on Form 8-K dated September 18, 1990, respectively)*. (d) Loan and Security Agreement dated December 15, 1993 between Trans-Tech, Inc., and County Commissioners of Frederick County (Filed as Exhibit 4(h) to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994)*. (e) Stock Purchase Warrant for 50,000 shares of the Registrant's Common Stock issued to Silicon Valley Bank as of April 1, 1994 (Filed as Exhibit 4(i) to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994)*. (f) Credit Agreement dated September 29, 1995 between Alpha Industries, Inc., and Trans-Tech Inc. and Fleet Bank of Massachusetts, N.A. and Silicon Valley Bank. (Filed as Exhibit 4(j) to the Quarterly Report on Form 10-Q for the quarter ended October 1, 1995)* and amended and restated promissory notes dated as of October 31, 1995 (Filed as Exhibit 4(f) to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1995)*. (10) Material Contracts. (a) Alpha Industries, Inc., 1986 Long-Term Incentive Plan as amended (Filed as Exhibit 10(a) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (1) (b) Alpha Industries, Inc., Employee Stock Purchase Plan as amended October 22, 1992 (Filed as Exhibit 10(b) to the Annual Report on Form 10-K for the fiscal year ended March 28, 1993)* and amended August 22, 1995 (Filed as Exhibit 10(b) to the Annual Report on Form 10-K for the fiscal year ended March 31, 1996)*. (1) (c) SERP Trust Agreement between the Registrant and the First National Bank of Boston as Trustee dated April 8, 1991 (Filed as Exhibit 10(c) to the Annual Report on Form 10-K for the fiscal year ended March 31, 1991)*. (1) (d) Digital Business Agreement between Digital Equipment Corporation and Registrant dated April 2, 1990. Master Lease Addendum (Ref. No. 6260) to Digital Business Agreement No. 3511900 between Digital Equipment Corporation and Registrant dated April 2, 1990 (Filed as Exhibit 10(g) to the Annual Report on Form 10-K for the fiscal year ended March 29, 1992)*. (e) Alpha Industries, Inc., Long-Term Compensation Plan dated September 24, 1990 (Filed as Exhibit 10(i) to the Annual Report on Form 10-K for the fiscal year ended March 29, 1992)*; amended March 28, 1991 (Filed as Exhibit 10 (a) to the Quarterly Report on Form 10-Q for the quarter ended June 27, 1993)* and as further amended October 27, 1994 (Filed as Exhibit 10(f) to the Annual Report on Form 10-K for the fiscal year ended April 2, 1995)*. (1) (f) Master Equipment Lease Agreement between AT&T Commercial Finance Corporation and the Registrant dated June 19, 1992 (Filed as Exhibit 10(j) to the Annual Report on Form 10-K for the fiscal year ended March 28, 1993)*. (g) Employment Agreement dated October 1, 1990 between the Registrant and Martin J. Reid, as amended March 26, 1992 and amended January 19, 1993 (Filed as Exhibit 10(k) to the Annual Report on Form 10-K for the fiscal year ended March 28, 1993)* and amended August 10, 1993 (Filed as Exhibit 10(j) to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994)*. (1) (h) Employment Agreement dated October 1, 1990 between the Registrant and George S. Kariotis, as amended May 15, 1991 and amended January 22, 1993 (Filed as Exhibit 10(l) to the 10
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES Annual Report on Form 10-K for the fiscal year ended March 28, 1993)* and amended August 10, 1993 (Filed as Exhibit 10(k) to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994)*. (1) (i) Employment Agreement dated October 1, 1990 between the Registrant and Patrick Daniel Gallagher, as amended March 24, 1992 and amended by Second Amendment dated September 29, 1992 and Third Amendment dated January 20, 1993 (Filed as Exhibit 10(m) to the Annual Report on Form 10-K for the fiscal year ended March 28, 1993)* and Fourth Amendment dated August 3, 1994 (Filed as Exhibit 10(l) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (1) (j) Employment Agreement dated April 28, 1994 between the Registrant and Joseph J. Alberici. (Filed as Exhibit 10(o) to the Annual Report on Form 10-K for the fiscal year ended April 3, 1994)*; and further amended August 3, 1994 (Filed as Exhibit 10(n) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (1) (k) Consulting Agreement dated August 13, 1992 between the Registrant and Sidney Topol. (Filed as Exhibit 10(p) to the Annual Report on Form 10-K for the fiscal year ended April 3, 1994)*. (1) (l) Employment Agreement dated August 3, 1994 between the Registrant and Thomas C. Leonard (Filed as Exhibit 10(p) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (1) (m) Master Lease Agreement between Comdisco, Inc. and the Registrant dated September 16, 1994 (Filed as Exhibit 10(q) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (n) Alpha Industries, Inc., 1994 Non-Qualified Stock Option Plan for Non-Employee Directors (Filed as Exhibit 10(r) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (1) (o) Alpha Industries Executive Compensation Plan dated January 1, 1995 and Trust for the Alpha Industries Executive Compensation Plan dated January 3, 1995 (Filed as Exhibit 10(p) to the Annual Report on Form 10-K for the fiscal year ended April 2, 1995)*. (1) (p) Letter of Employment dated January 24, 1995 between the Registrant and David J. Aldrich (Filed as Exhibit 10(q) to the Annual Report on Form 10-K for the fiscal year ended April 2, 1995)*. (1) (q) Alpha Industries, Inc. Savings and Retirement Plan dated March 31, 1995 (Filed as Exhibit 10(r) to the Annual Report on Form 10-K for the fiscal year ended April 2, 1995)*. (1) (r) Lease Agreement between MIE Properties, Inc. and Trans-Tech, Inc. (11) Statement re computation of per share earnings**. (27) Financial Data Schedule. (b) Reports on Form 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the fiscal quarter ended September 29, 1996. - ----------- *Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the Securities Exchange Act of 1934, as amended, reference is hereby made to documents previously filed with the Commission, which are incorporated by reference herein. **Reference is made to Note 2 of the notes to Consolidated Financial Statements on Page 6 of this Quarterly Report on Form 10-Q, which Note 2 is hereby incorporated by reference herein. (1) Management Contracts. 11
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. Date: November 6, 1996 ---------------- Alpha Industries, Inc. and Subsidiaries --------------------------------------- Registrant /s/ Thomas C. Leonard ------------------------------------ Thomas C. Leonard Chief Executive Officer and Director President /s/ David J. Aldrich ------------------------------------- David J. Aldrich Chief Financial Officer Principal Financial Officer /s/ Paul E. Vincent -------------------------------------- Paul E. Vincent Corporate Controller Principal Accounting Officer 12