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 October 1, 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 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 25, 1995 Common Stock, par value $.25 per share 7,809,272 1
Alpha Industries, Inc. and Subsidiaries ---------------------------------------- Table of Contents - -------------------------------------------------------------------------------- Page Part 1 Financial Information Item 1 - Financial Statements Consolidated Balance Sheets - October 1, 1995 and April 2, 1995............................................ 3 Consolidated Statements of Income - Quarters and Six Months Ended October 1, 1995 and October 2, 1994.................... 4 Consolidated Statements of Cash Flows - Six Months Ended October 1, 1995 and October 2, 1994.......................... 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........................................ 8 Item 4 - Submission of Matters to a Vote of Security Holders...... 8 Item 6 - Exhibits and Reports on Form 8-K......................... 8 - -------------------------------------------------------------------------------- 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> Oct. 1, April 2, 1995 1995 (unaudited) (audited) - --------------------------------------------------------------------------------------------------------- <S> <C> <C> Assets Current assets Cash and cash equivalents at cost (approximates market)............... $ 2,104 $ 3,510 Accounts receivable................................................... 16,152 13,548 Inventories (Note 1).................................................. 10,747 9,370 Prepayments and other current assets.................................. 565 756 -------- -------- Total current assets.............................................. 29,568 27,184 -------- -------- Property, plant and equipment, less accumulated depreciation and amortization of $55,844 and $53,283.................................. 21,828 20,489 Other assets.......................................................... 650 594 Property held for resale (Note 2)..................................... - 1,900 -------- -------- $ 52,046 $ 50,167 ======== ======== Liabilities And Stockholders' Equity Current liabilities Notes payable, bank (Note 3).......................................... $ 5,575 $ 3,000 Current maturities of long-term debt.................................. 267 339 Current maturities of capital lease obligations....................... 408 370 Accounts payable...................................................... 4,834 5,206 Payroll, commissions and related expenses............................. 5,098 4,777 Repositioning reserve................................................. 625 991 Other accrued liabilities............................................. 1,652 1,518 -------- -------- Total current liabilities......................................... 18,459 16,201 -------- -------- Long-term debt.......................................................... 1,617 4,744 -------- -------- Long-term capital lease obligations..................................... 784 754 -------- -------- Other long-term liabilities............................................. 886 794 -------- -------- Commitments and contingencies (Note 5) Stockholders' equity Common stock par value $.25 per share: authorized 30,000,000 shares; issued 8,054,774 and 7,994,495 shares............. 2,014 1,999 Additional paid-in capital............................................ 28,335 27,921 Retained earnings (deficit)........................................... 457 (1,738) Less - Treasury shares 246,052 and 262,886 shares at cost............. 311 330 Unearned compensation-restricted stock......................... 195 178 -------- -------- Total stockholders' equity........................................ 30,300 27,674 -------- -------- $ 52,046 $ 50,167 ======== ======== - --------------------------------------------------------------------------------------------------------- </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 Oct. 1, Oct. 2, Oct. 1, Oct. 2, 1995 1994 1995 1994 - ------------------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Net sales............................... $ 23,733 $ 18,253 $ 46,167 $ 36,928 Cost of sales......................... 15,836 12,856 30,888 25,913 Research and development expenses..... 2,128 879 3,915 1,798 Selling and administrative expenses... 4,308 3,559 8,737 7,337 Repositioning credit.................. - - (320) - -------- -------- -------- -------- Operating income........................ 1,461 959 2,947 1,880 Interest expense........................ (232) (190) (441) (385) Interest income and other, net.......... 44 44 77 61 -------- -------- -------- -------- Income before income taxes.............. 1,273 813 2,583 1,556 Provision for income taxes.............. 192 154 388 294 -------- -------- -------- -------- Net income.............................. $ 1,081 $ 659 $ 2,195 $ 1,262 ======== ======== ======== ======== Net income per share.................... $ 0.13 $ 0.08 $ 0.27 $ 0.16 ======== ======== ======== ======== Weighted average common shares and common share equivalents (Note 4)...... 8,208 7,807 8,196 7,744 ======== ======== ======== ======== - ------------------------------------------------------------------------------------------------------- </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 Oct. 1, Oct. 2, 1995 1994 - --------------------------------------------------------------------------------------------------- <S> <C> <C> Cash flows from operating activities: Net income............................................................ $ 2,195 $ 1,262 Adjustments to reconcile net income to net cash provided from (used for) operations: Depreciation and amortization of property, plant and equipment...... 2,561 2,288 Contribution of treasury shares to Savings and Retirement Plan...... 220 - Amortization of unearned compensation - restricted stock, net....... 30 21 Repositioning credit................................................ (320) - Increase in other liabilities and long-term benefits................ 92 50 Increase in other assets............................................ (305) (251) Change in assets and liabilities: Accounts receivable............................................... (2,604) 4 Inventories....................................................... (1,377) (858) Other current assets.............................................. 191 (159) Accounts payable.................................................. (372) (189) Other accrued liabilities and expenses............................ 455 (185) Repositioning reserve............................................. (366) (587) -------- -------- Net cash provided from operations............................... 400 1,396 -------- -------- Cash flows from investing activities: Proceeds from sale of building........................................ 2,465 - Additions to property, plant and equipment............................ (3,595) (2,272) -------- -------- Net cash used in investing activities........................... (1,130) (2,272) -------- -------- Cash flows from (used in) financing activities: Proceeds from notes payable........................................... 3,033 2,006 Payments on long-term debt............................................ (3,657) (164) Deferred charges related to long-term debt............................ 4 (4) Payments on capital lease obligations................................. (237) (181) Proceeds from sale of stock........................................... 64 42 Exercise of stock options............................................. 117 94 -------- -------- Net cash from (used in) financing activities.................... (676) 1,793 -------- -------- Net increase (decrease) in cash and cash equivalents.................... (1,406) 917 Cash and cash equivalents, beginning of period.......................... 3,510 1,691 -------- -------- Cash and cash equivalents, end of period................................ $ 2,104 $ 2,608 ======== ======== - --------------------------------------------------------------------------------------------------- </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> Oct. 1, April 2, Inventories consist of the following (in thousands): 1995 1995 - -------------------------------------------------------------------------------- <S> <C> <C> Raw materials............................. $ 3,826 $ 3,186 Work-in-process........................... 5,620 4,950 Finished goods............................ 1,301 1,234 -------- -------- $ 10,747 $ 9,370 ======== ======== - -------------------------------------------------------------------------------- </TABLE> Note 2 Property Held for Resale In July, 1995, the Company sold its Methuen, Massachusetts plant. The Company received net proceeds of $2.5 million and retired $3.5 million of related debt. In order to repay the balance of the $3.5 million of debt, the Company borrowed approximately $1 million under its line of credit agreement. During the first quarter of fiscal 1996, the Company recorded a $320,000 repositioning credit, attributable to the reversal of certain accruals for estimated carrying costs, as a result of an earlier than expected disposition of this property. Note 3 Notes Payable, Bank In September, 1995 the Company entered into a $6.5 Working Capital Line of Credit Agreement which expires on August 1, 1997 and a $5.0 million Equipment Line of Credit Agreement which expires on July 31, 1996. These lines of credit are collateralized by the assets of the Company, excluding real property, not otherwise collateralized. Interest payments are due monthly at prime or LIBOR plus 200 basis points. Commitment fees on these loan agreements are $25,000 for the Equipment Line of Credit and 1/2% per year on the Working Capital Line of Credit which is to be paid quarterly. At October 1, 1995, $5.6 million was borrowed under the Working Capital Line of Credit Agreement. Note 4 Earnings Per Share Earnings per common share for the six months ended October 1, 1995 and October 2, 1994 were computed using the weighted average number of common shares and common equivalent shares outstanding during the periods of 8,195,853 and 7,743,920 shares, respectively. Note 5 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 1996 increased 25.0% to $46.2 million as compared to sales of $36.9 million for the first six months of fiscal 1995. Sales for the second quarter of fiscal 1996 increased 30% to $23.7 million as compared to sales of $18.3 million for the same period last year. The year and quarter-to-date increases were attributable to increased unit sales volumes in the Company's GaAs MMIC, ceramic and silicon discrete semiconductor products lines, primarily into commercial wireless markets, which more than offset declining military sales. Unit sales increases offset flat or declining average selling prices in the Company's markets. The increases in sales occurred despite the continued delay in volume shipments under a $20 million contract to supply ceramic filters entered into with Motorola in the third quarter of fiscal 1995. Motorola is working with the Company to resolve a mechanical problem with the filter on a new manufacturing line at Motorola. Orders received by the Company during the first six months of fiscal 1996, which do not include any material amount attributable to the Motorola ceramic filter contract, increased 32.6% compared with the first six months of fiscal 1995. New orders for the second quarter of fiscal 1996 increased 42.3% compared with the second quarter of fiscal 1995.These new orders consisted primarily of ceramic filter and resonator orders from other wireless OEMs as well as orders for GaAs MMICs from wireless OEMs, including Motorola. The Company accordingly does not expect the delay in the commencement of volume production under the Motorola ceramic filter contract to have a material effect on its results of operations. Gross profit for the first six months of fiscal 1996 increased 38.7% to $15.3 million or 33.1% of sales, as compared to $11.0 million or 29.8% of sales, for the comparable period in fiscal 1995. Gross profit for the second quarter of fiscal 1996 increased 46.3% to $7.9 million or 33.3% of sales as compared to $5.4 million or 29.6% of sales. The improvement in gross profit was attributable primarily to higher capacity utilization at the Company's Woburn, Massachusetts manufacturing facility. Research and development expenses increased 117.7% to $3.9 million, or 8.5% of sales in the first six months of fiscal 1996 as compared to $1.8 million or 4.9% of sales during the first six months of fiscal 1995. For the second quarter ended October 1, 1995 research and development increased 142% to $2.1 million, or 9.0% of sales as compared to $879,000 or 4.8% of sales. This increase was primarily attributable to increased investment by the Company in the wireless markets across all of its product lines. The Company will continue to invest in product and process development in order to address the demands of the wireless market. Selling and administrative expenses increased 19.1% to $8.7 million or 18.9% of sales in the first six months of fiscal 1996, as compared to $7.3 million, or 19.8% of sales for the same period in fiscal 1995. For the second quarter ended October 1, 1995 selling and administrative expenses increased 21.0% to $4.3 million, or 18.2% of sales. Selling and administrative expenses increased primarily as a result of training and other costs related to the early phases of implementation of a new manufacturing and management information system, as well as increased commissions related to higher sales volume. The Company had a $320,000 repositioning credit during the first half of fiscal 1996, which resulted from the reversal of certain accruals for estimated carrying costs as a result of an earlier than expected disposition of the Methuen, Massachusetts facility. Other expense for the first six months and quarter ended October 1, 1995 increased primarily as a result of interest expense attributable to higher short-term borrowings. The Company's effective tax rate for the first six months of fiscal 1996 was 15.0% compared to the current combined federal, state and foreign rate of approximately 40%. This rate differed from statutory rates primarily as a result of the utilization of net operating loss carryforwards. At October 1, 1995, the Company had available net operating loss carryforwards of approximately $23 million which expire commencing in 2004. Financial Condition At October 1, 1995, working capital totaled $11.1 million and included $2.1 million in cash and cash equivalents, compared with $11.0 million at the end of fiscal 1995. In July, 1995, the Company sold its Methuen, Massachusetts plant and received net proceeds of $2.5 million. In connection with the sale, using the net proceeds and $1 million borrowed under its line of credit, the Company retired $3.5 million of related debt. During the first six months of fiscal 1996, cash generated from the Company's operations combined with additional borrowings under its line of credit were used to support increases in accounts receivables and inventories and capital additions resulting from the growth in new business. These capital additions included semiconductor and ceramic manufacturing equipment, as well as various information technology equipment purchased for an aggregate of $3.9 million. With the increased demand for its wireless products, the Company expects to increase its investment in production facilities and equipment by approximately $12 million in the next 12 months. In September 1995, the Company entered into a $6.5 million working capital line of credit agreement which expires on August 1, 1997, of which approximately $1.1 million was available at October 25, 1995, and a $5.0 million equipment line of credit which expires on July 31, 1996, under which $1.0 million has been borrowed by the Company at October 25, 1995. Advances under these lines of credit bear interest at the prime rate or, at the Company's option, the LIBOR rate plus 200 basis points. The Company is also seeking approval from the State of Maryland for an additional $3 million of grant funding to finance the planned expansion of its ceramic manufacturing facility. Other sources of financing have also been or are being pursued, such as increasing the amount of the line of credit, receiving additional grant funding, capital financing through leases and any other sources of funding that may become available in order to finance the currently planned expansion of $12.0 million. 7
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. Item 4 Submission of Matters to a Vote of Security Holders (a) On September 11, 1995, Alpha Industries, Inc. held its Annual Meeting of Stockholders. (b) At the Meeting, the Stockholders elected George S. Kariotis as a Class 3 Director to hold office for a three-year term until the 1998 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. Votes were cast as follows: Mr. Kariotis 6,392,877 for and 94,072 withheld. The terms of office as Directors of Arthur Pappas and Raymond Shamie continue after the Meeting until the 1997 Annual Meeting of Stockholders, and the terms of office as Directors of Martin J. Reid and Sidney Topol continue after the Meeting until the 1996 Annual Meeting of Stockholders. Item 6 Exhibits And Reports On Form 8-K (a) Exhibits (3) Certificate of Incorporation and By-laws. (a) Composite Certificate of Incorporation dated May 26, 1966 as amended March 21, 1967 and October 27, 1967 (Filed as Exhibits 3(a), (b) and (c) to Registrant's Registration Statement on Form S-1 (Registration No. 2-27685)*, October 6, 1978 (Filed as Exhibit A to Proxy Statement dated July 27, 1978)*, October 22, 1979 (Filed as Exhibit (a)(3)(3) to Annual Report on Form 10-K for fiscal year ended March 31, 1981)*, September 30, 1981 (Filed as Exhibit 20(b) to Quarterly Report on Form 10-Q for quarter ended September 30, 1981)*, February 8, 1983 (Filed as Exhibit 19(a) to Quarterly Report on Form 10-Q for quarter ended December 31, 1983)*, December 3, 1985 (Filed as Exhibit 3(a) to Annual Report on Form 10-K for the year ended March 31, 1986)* and October 20, 1986 (Filed as Exhibit 3(a) to Annual Report on Form 10-K for the year ended March 31, 1987)*. (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-1 (Registration No. 2-25197))*. (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 8
- ---------------------------------------- Alpha Industries, Inc. and Subsidiaries 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) Methuen, Massachusetts Industrial Revenue Mortgage, Indenture of Trust and Agreement among Massachusetts Industrial Finance Agency, Registrant and The First National Bank of Boston, as Trustee; Guaranty Agreement among Registrant, The First National Bank of Boston, as Trustee and Massachusetts Industrial Finance Agency dated as of August 1, 1984 and amended on November 20, 1990; and Agreement between Massachusetts Industrial Finance Agency and Registrant dated August 1, 1984 and amended November 20, 1990 (Original Agreement filed as Exhibit 4(b) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1984)* (Amendment filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended December 30, 1990)*. (d) Line of Credit Agreement between Registrant and Silicon Valley Bank dated as of November 20, 1990 (Original Agreement filed as Exhibit 4(f) to the Quarterly Report on Form 10-Q for the quarter ended December 30, 1990)*; amended September 1, 1991 (Filed as Exhibit 4(f) to the Quarterly Report on Form 10-Q for the quarter ended September 29, 1991)*; amended September 8, 1992 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended September 27, 1992)*; amended February 18, 1993 (Filed as Exhibit 4(e) to the Annual Report on Form 10-K for the year ended March 28, 1993)*, amended June 18, 1993 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*; amended September 3, 1993 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended September 26, 1993)*; amended April 1, 1994 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended July 3, 1994)* and further amended September 5, 1994 (Filed as Exhibit 4(e) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (e) Loan Contract dated January 21, 1985, First Amendment to Loan Contract dated October 11, 1985 and Second Amendment to Loan Contract dated December 19, 1986 each between Registrant, the City of Lawrence and the Lawrence Redevelopment Authority; Guaranty Agreement dated January 21, 1985 and First Amendment to Guaranty Agreement dated October 11, 1985, each between Registrant and the Lawrence Redevelopment Authority; and Urban Development Action Grant (UDAG) (Grant Number: B-84-AA-25-0142) and Amendment thereto, each dated April 6, 1984 and each between the City of Lawrence and the United States Department of Housing and Urban Development (Filed as Exhibit 4(k) to the Annual Report on Form 10-K for the fiscal year ended March 31, 1986)*. (f) 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, 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)*. (g) 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)*. (h) 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)*. (i) Mortgage, Fixture Financing Statement and Assignment of Leases and Rents dated September 16, 1994 between The First National Bank of Boston, as Trustee, and Registrant and First 9
Alpha Industries, Inc. and Subsidiaries ---------------------------------------- Amendment to Mortgage, Fixture Financing Statement and Assignment of Leases and Rents dated October 12, 1994 between The First National Bank of Boston, as Trustee, and Registrant. Amendment No. 1 to Amended and Restated Guaranty Agreement dated September 16, 1994 between The First National Bank of Boston, as Trustee, The First National Bank of Boston and the Massachusetts Industrial Finance Agency (Filed as Exhibit 4(j) to the Quarterly Report on Form 10-Q for the quarter ended October 2, 1994)*. (j) 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. (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)*. (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) Common Stock Purchase Agreement dated November 8, 1990 between Registrant and Shamie Management Corporation (Filed as Exhibit 10(h) to the Annual Report on Form 10-K for the fiscal year ended March 29, 1992)*. (1) (f) 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) (g) 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)*. (h) 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) (i) 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 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) (j) 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 10
- ---------------------------------------- Alpha Industries, Inc. and Subsidiaries 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) (k) 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) (l) 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) (m) 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) (n) 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)*. (o) 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) (p) 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) (q) 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) (r) 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) (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 October 1, 1995. - --------------- *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 4 of the notes to Consolidated Financial Statements on Page 6 of this Quarterly Report on Form 10-Q, which Note 4 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: October 25, 1995 ---------------- Alpha Industries, Inc. and Subsidiaries --------------------------------------- Registrant /s/ Martin J. Reid --------------------------------------- Martin J. Reid Chief Executive Officer President and Director /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