April 28, 2000 16:39
ALPHA MICROSYSTEMS files for common stock offer.
Excerpted from S-3 filed on 04/28 by ALPHA MICROSYSTEMS:
ALPHA MICROSYSTEMS files for common stock offer.
SUBJECT TO COMPLETION, DATED APRIL 28, 2000
PROSPECTUS
2,836,354 SHARES
ALPHA MICROSYSTEMS
d/b/a
ALPHASERV.COM
Common Stock
All of the 2,836,354 shares of Common Stock being sold are being
offered and sold by certain of our stockholders on a delayed or continuous
basis, pursuant to the exercise of registration rights.
We will not receive any proceeds from the offering. We will bear the
costs relating to the registration of the shares being offered by this
prospectus (other than selling commissions).
The selling stockholders (or any pledgees, donees, transferees or other
successors in interest of the selling stockholders) may offer the shares, from
time to time during the effectiveness of this registration statement, for sale
through the Nasdaq National Market, in the over-the-counter market, in one or
more negotiated transactions, or through a combination of methods of sale, at
prices and on terms then prevailing or at negotiated prices. The selling
stockholders may sell the shares through broker-dealers, who may receive
compensation in the form of discounts, concessions or commissions.
Our Common Stock is quoted under the symbol "ALMI" on the Nasdaq
National Market. On April 27, 2000, the closing price of the Common Stock on the
Nasdaq National Market was $5.25 per share.
Investing in the Common Stock involves certain risks. See "Risk
Factors" beginning on page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
ALL SECURITIES TO BE REGISTERED HEREBY ARE TO BE OFFERED BY THE SELLING
STOCKHOLDERS.
Prospectus dated April __, 2000.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THIS OFFERING AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US OR ANY SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE SUCH DATE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
AS OF THE DATE OF THIS DOCUMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS
OR ANY SALE OF THE COMMON STOCK.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
SOME OF THE STATEMENTS UNDER "RISK FACTORS," AND ELSEWHERE IN THIS
PROSPECTUS CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS RELATE TO
FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE, AND ARE IDENTIFIED BY TERMS
SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "PLANS," "INTENDS," "ANTICIPATES,"
"BELIEVES," "POTENTIAL" OR "CONTINUE" OR OTHER COMPARABLE TERMINOLOGY. THESE
STATEMENTS ARE ONLY PREDICTIONS. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY.
IN EVALUATING THESE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS
FACTORS, INCLUDING THE RISKS OUTLINED UNDER "RISK FACTORS." THESE FACTORS MAY
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT
MADE IN THIS PROSPECTUS. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER WE
NOR ANY OTHER PERSON ASSUME RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF
SUCH STATEMENTS. WE ARE UNDER NO DUTY TO UPDATE ANY OF THE FORWARD-LOOKING
STATEMENTS AFTER THE DATE OF THIS PROSPECTUS TO CONFORM THE STATEMENTS TO ACTUAL
(End of Item Excerpt)
(End of Item Excerpt)
USE OF PROCEEDS
We will not receive any proceeds from the sale of Common Stock offered
in connection with this Prospectus by the selling stockholders.
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the selling stockholders,
or by pledgees, donees, transferees or other successors in interest. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. The shares may be sold by one or more of the following:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) an exchange distribution in accordance with the rules of such
exchange; and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from selling stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any commission received by them and profit on any resale of the
shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to the Prospectus.
(End of Item Excerpt)
(End of Item Excerpt)
SELLING STOCKHOLDERS
The shares covered by this Prospectus are being offered for sale from
time to time during the period of effectiveness of this registration statement
for the accounts of the selling stockholders set forth below.
We have filed with the Securities and Exchange Commission a
registration statement on Form S-3, of which this Prospectus forms a part, with
respect to the resale of the shares from time to time on the Nasdaq National
Market or in privately-negotiated transactions. We have agreed to use our best
efforts to keep such registration statement effective until the distribution
contemplated in this Prospectus has been completed.
We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of the shares
offered in connection with this Prospectus. Because the selling stockholders may
offer all or some of the shares pursuant to this offering, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares that will be held by the selling stockholders after
completion of the offering, we cannot estimate the number of the shares that
will be held by the selling stockholders after completion of the offering.
However, for purposes of this table, we have assumed that, after completion of
the offering, none of the shares covered by this Prospectus will be held by the
selling stockholders.
This Prospectus will also cover any additional shares of Common Stock
that become issuable in connection with the shares registered for sale under
this Prospectus by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration that
results in an increase in the number of outstanding shares of our Common Stock.
The table below sets forth, as of April 24, 2000, certain information
regarding the beneficial ownership of each selling stockholder. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Except as otherwise indicated, each stockholder named in
the table has sole voting and investment power with respect to the shares set
forth opposite such stockholder's name in the following table:
Shares Beneficially Owned
Prior To Offering(1)
-------------------------- Number of Shares
Name Number Percent Being Offered
Hampshire Equity Partners II, L.P.(1)(2) 10,059,674 43.4 995,400
Pequot Scout Fund, L.P. 275,000 1.9 275,000
Band & Co. 225,000 1.6 225,000
Special Situations Private Equity Fund, L.P. 130,000 * 130,000
Losty Capital Management 110,000 * 110,000
Special Situations Technology Fund, L.P. 95,000 * 95,000
JMG Capital Partners, L.P. 78,000 * 78,000
Georgetown University/James R. Schlesinger Fund 50,000 * 50,000
Koyah Leverage Partners, L.P. 24,000 * 24,000
Imperial Bank 22,354 * 22,354
Sutro & Co. Incorporated 72,000 * 72,000
Western United Life Assurance Co. 10,000 * 10,000
Summit Securities, Inc. 10,000 * 10,000
Koyah Partners, L.P. 6,000 * 6,000
Kenneth Kamen 96,500 * 96,500
Stephen Taormina 96,500 * 96,500
Jacob Wizman 60,000 * 60,000
Mary M. Losty 40,000 * 40,000
John T. Devito(3) 25,000 * 100,000
Robert N. Verratti 25,000 * 25,000
Elizabeth & Paul Guez 25,000 * 25,000
Thomas C. Hullverson 20,000 * 20,000
Chad S. Schultz 11,450 * 11,450
Robert R. Rivett 11,450 * 11,450
Larry L. Henry 11,450 * 11,450
Gregory P. Flynn 10,200 * 10,200
Olivier L. Trouveroy 10,200 * 10,200
Benoit Jamar 10,000 * 10,000
John C. Robertshaw 7,634 * 7,634
Patrick J. McGravey 7,634 * 7,634
John A. Sivright, Jr. 7,634 * 7,634
Edward Drohan(3) 7,500 * 30,000
Richard Biele 7,000 * 7,000
David H. Morse 6,600 * 6,600
Gary Eckert(3) 6,250 * 25,000
Peter T. Zidlicky 5,726 * 5,726
Sophie Zidlicky 5,725 * 5,725
Raymond J. Cosman 5,725 * 5,725
Craig A. Marmer 5,725 * 5,725
Kelly Hicks 5,600 * 5,600
Steve Antoshak(3) 5,000 * 20,000
Jeffrey Dellefave(3) 5,000 * 20,000
Jeffrey J. Dunnigan(3) 5,000 * 5,000
Matthew C. Harrison, Jr. & Judith C. Harrison 5,000 * 5,000
Tracey L. Rudd 4,000 * 4,000
Jonathan B. Rosen 4,000 * 4,000
Jeffrey P. Berg 4,000 * 4,000
Michael Hoffman 3,817 * 3,817
Remy Kawkabani 3,817 * 3,817
Christopher A. Perrella 3,817 * 3,817
John Eric Knutsen 2,290 * 2,290
David J. Webb 2,290 * 2,290
Richard Spitz 2,000 * 2,000
William D. Simon 2,000 * 2,000
Anthony C. Bower 1,908 * 1,908
Greg W. Hausler 1,908 * 1,908
TOTAL 11,754,378 2,836,354
========== =========
(End of item excerpt.)
newsalert.com
Stang |
