Filed by Alpha Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File Number: 001-05560
Subject Company: Alpha Industries, Inc.
On April 16, 2002, Alpha Industries filed a registration statement with the
SEC containing a preliminary proxy statement/prospectus-information
statement regarding the proposed merger of Conexant Systems, Inc.'s wireless
business with Alpha. Investors and security holders of Alpha are urged to
read the preliminary proxy statement/prospectus-information statement and
the definitive proxy statement/prospectus-information statement when it
becomes available and any other relevant documents filed by Alpha with the
SEC regarding the proposed merger because they contain, or will contain,
important information about Alpha, Conexant's wireless business and the
merger. The definitive proxy statement/prospectus-information statement
will be sent to Alpha shareholders seeking shareholder approval of the
proposed merger. Investors and security holders of Alpha may obtain a free
copy of the preliminary proxy statement/prospectus-information statement,
the definitive proxy statement/prospectus-information statement and any
other relevant materials regarding the proposed merger (when they become
available), and other documents filed by Alpha with the SEC at the SEC's
web site at www.sec.gov. The documents regarding the proposed merger and
such other documents may also be obtained free of charge from Alpha by
directing such request to Alpha Industries, Inc., Attn: Paul E. Vincent, 20
Sylvan Road, Woburn, MA, 01801.
Alpha and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Alpha Industries'
shareholders. A list of the names of the directors and executive officers
and descriptions of their interests in Alpha is contained in Alpha
Industries' proxy statement for its 2001 annual meeting of shareholders
filed with the SEC on July 30, 2001, and will also be included in future
proxy statements filed with the SEC. Shareholders may obtain additional
information about the interests of Alpha's directors and executive officers
in the merger by reading the preliminary proxy statement/prospectus-
information statement and the definitive proxy statement/prospectus-
information statement when it becomes available.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY ALPHA INDUSTRIES ON
APRIL 30, 2002.
ALPHA LOGO
ALPHA INDUSTRIES, INC
20 Sylvan Road, PO Box 1044, Woburn, MA 01801
Tel: (781) 935-5150 Fax: (617) 824-4564 www.alphaind.com
NEWS RELEASE
FOR IMMEDIATE RELEASE
--------------------------------------------------
FOR FURTHER INFORMATION CONTACT:
Paul Vincent, Chief Financial Officer
Alpha Industries, Inc
(781) 935-5150 Ext. 4438
ALPHA REPORTS FOURTH QUARTER
AND YEAR-END FISCAL 2002 FINANCIAL RESULTS
Company Meets Prior Guidance;
Expects 8-12% Sequential Revenue Growth;
Provides Update on Pending Merger with Wireless Business of Conexant Systems
WOBURN, Mass., April 30, 2002 -- Alpha Industries, Inc. (Nasdaq: AHAA),
which produces highly integrated RF semiconductor solutions to enhance the
speed, quality and performance of wireless communications, today reported
financial results for the fourth quarter and fiscal year 2002 ended March
31, 2002.
Net sales for the fourth quarter of fiscal 2002 were $28.2 million compared
with $33.1 million in the third quarter of 2002 and $54.0 million in the
fourth quarter one year earlier. The pro forma net loss for the fourth
quarter of fiscal 2002 was $5.5 million, or $0.12 per share, compared with
a pro forma net loss of $1.9 million, or $0.04 per share, in the third
quarter of fiscal 2002. Net income for the fourth quarter of fiscal 2001
was $3.4 million, or $0.08 per diluted share. As previously announced,
Alpha incurred transaction expenses related to the Company's proposed
merger with the wireless business of Conexant Systems, Inc. and one-time
costs associated with the acquisition of Aimta, Inc. Including these items,
Alpha's net loss for the fourth quarter ended March 31, 2002 was $8.5
million, or $0.19 per share.
"We met the revised top-line and bottom-line guidance provided to investors
in March," said David Aldrich, Alpha's president and CEO. "As we announced
at that time, our fourth-quarter results reflected a decline in wireless
infrastructure spending by global telecom carriers, and short-term delays
in two power amplifier orders. We expect these orders to begin ramping in
the current quarter."
For the 12 months ended March 31, 2002, net sales were $126.5 million
compared with net sales of $271.6 million for fiscal year 2001. The net
loss before one-time costs and transaction expenses was $13.8 million, or
$0.31 per share. Including those items, the net loss was $18.3 million, or
$0.42 per share. Alpha reported net income of $33.4 million, or $0.75 per
diluted share, for the 12 months ended April 1, 2001.
Alpha Reports Fourth-quarter 2002 Financial Results/2
"While fiscal 2002 was a challenging year for the wireless industry, we
continued to increase our investment in research and development," Aldrich
said. "That investment has resulted in recent design wins and production
orders for our tri- and quad-band power amplifier and RF front-end modules.
We also recently received production orders for GaAs switch components from
the world's leading Asian mobile phone OEM. As a result, we expect sales to
increase in the June quarter as these contracts -- and recent orders for
802.11 wireless data products -- ramp into volume production."
Highlights
Alpha's recent news and highlights include:
o the acquisition of Aimta, Inc., a developer of Low Temperature
Co-fired Ceramics (LTCC), a platform for packaging and integrating
multi-chip modules. Acquiring Aimta's technology enables Alpha to
offer original equipment manufacturers (OEMs), a module that combines
power amplification with front-end switching and filtering capability;
o design wins for switch-filter modules incorporating Alpha's LTCC
technology. These include a module that has been designed into a
combination CDMA wireless handset/GPS receiver and modules for 802.11
WLAN chipsets;
o recent orders for Alpha's quad-band InGaP power amplifier modules,
which have been designed into two new handsets being introduced in
2002 by the Company's largest wireless handset customer. The customer
is integrating Alpha's 137-501 module into GSM/GPRS phones being
launched in the United States, Europe and Asia;
o volume production shipments of GaAs ICs to Asia's leading wireless
handset OEM for a high volume CDMA mobile phone; and
o production orders for Alpha's new transmit chain module incorporating
a dual-band HBT power amplifier, PA controller, MMIC switch, filter,
directional detector, switch controller and discrete semiconductors.
Merger Agreement with Conexant Wireless Business
Alpha's proposed merger with the wireless business of Conexant Systems,
Inc. reached an important milestone in the fourth quarter when the Federal
Trade Commission granted early termination of the anti-trust waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act. Within the next few
weeks, Alpha expects to finalize its proxy statement to shareholders
relating to the special meeting of shareholders to consider the merger.
Subject to shareholder approval and satisfaction of other closing
conditions, the Company expects the merger to close in the June quarter.
Alpha Reports Fourth-quarter 2002 Financial Results/3
"Our integration plan is progressing on schedule," Aldrich said. "More
than 100 people are involved in the integration process, reviewing all
aspects of our investment strategy, sales channel, operations and
organization structure. Based on the strength of our combined product
portfolio and customer relationships, we are confident that we can generate
significant customer, product and sales synergies. In addition, we have
developed and are preparing to implement detailed plans to achieve
profitability by accelerating top-line growth and reducing costs. We look
forward to providing additional details about our strategic direction,
operating plans and financial model in the near future."
Business Outlook -- Sequential Growth
"Based on the strength of our production orders and design wins, we expect
Alpha's first quarter fiscal 2003 revenues to improve between 8 and 12
percent sequentially," Aldrich said. "We expect to see that growth come
from our new modules, where we capture between $2 and $5 of total content
per phone, and our switch business, where we remain a clear market leader.
On the operations side, we anticipate our gross margin will improve by
between 400 and 460 basis points, resulting in a loss per share in the
fiscal 2003 first quarter, excluding merger-related expenses, of $0.09 to
$0.10."
Conference Call
Alpha will host a teleconference call with investors at 5:15 p.m. (ET)
today to discuss its fourth quarter and year-end fiscal 2002 financial
results. Investors can hear the call live by dialing (719) 457-2629. A
replay of the call will be available from 8:15 p.m. (ET) April 30 through
midnight (ET) Tuesday, May 7. The replay phone number is (719) 457-0820.
Please refer to confirmation code 684425.
Alpha also will provide a live audio Webcast of the call. Investors who
want to listen to the Webcast should log on to the investor relations
section of Alpha's Web site, www.alphaind.com, at least 15 minutes prior to
the event's broadcast. The call will be archived on the Web site for two
weeks.
About Alpha
Alpha Industries produces highly integrated RF semiconductor solutions for
enhancing the speed, quality and performance of wireless voice, data and
video communications. Alpha's GaAs switches, power amplifiers and discrete
semiconductors have become reference products for many of the world's
largest manufacturers of wireless handsets, mobile data devices, wireless
infrastructure and broadband access platforms. Alpha's strategy is to
leverage its industry-leading process breadth, which includes GaAs PHEMT,
HBT, InGaP and associated RF process technologies, into increasing levels
of component integration. As a result, the Company is winning new business
for its growing line of integrated RF module solutions, which reduce design
complexity and improve the OEM's time to market for new products. For more
information, please visit Alpha's Web site, www.alphaind.com.
Alpha Reports Fourth-quarter 2002 Financial Results/4
Safe Harbor Statement - Except for historical information, this release
contains forward-looking statements. These statements reflect Alpha's
current expectations and predictions of future results, accomplishments,
intentions and other matters, all of which are inherently subject to risks
and uncertainties. Actual results may differ materially from those
anticipated in forward-looking statements, based on various factors. Such
factors include, but are not limited to: variations in projected sales,
earnings, losses, expenses and other financial results for the first
quarter of fiscal year 2003 and subsequent periods; the magnitude, mix and
timing of orders and shipments, and Alpha's ability to accurately predict
such matters; the timing and success of both Alpha's and Alpha's customers'
new product development and marketing; the success of critical supply and
product development relationships; the timing and extent of recovery in
Alpha's markets; variations in Alpha's strategic direction, operating
plans, and financial model; and market developments, competitive pressures
and changes in economic conditions that vary from Alpha's expectations. As
well, additional factors relate to the proposed merger of Alpha with the
wireless communications business of Conexant Systems Inc., including but
not limited to: the expected costs, benefits and timing of the merger;
Alpha's ability to successfully integrate the merged businesses,
operations, personnel and customers; financial results of the post-merger
enterprise that vary from Alpha's expectations. Additional information on
these and other factors that may cause actual results and Alpha's
performance to differ materially is included in Alpha's periodic and
current reports filed with the SEC, including but not limited to Alpha's
Form 10-K for the year ended April 1, 2001, subsequently filed Forms 10-Q,
and in the preliminary form of Proxy Statement contained in Alpha's
Registration Statement on Form S-4/A filed on April 16, 2002. Copies may be
obtained by contacting Alpha or the SEC. Alpha cautions readers not to
place undue reliance upon any forward-looking statements, which speak only
as of the date made. Alpha does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in Alpha's expectations or
any change in events, conditions or circumstance on which any such
statement is based.
Financial Statements follow:
Alpha Reports Fourth-quarter 2002 Financial Results/5
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
(in thousands, except per share data)
-----------------------------------------------------------------------------------------------------------------------------
Fourth Quarter Ended
-------------------------------------------------------------------
April 1,
March 31, 2002 2001
-------------------------------------------------------------------
Pro Pro Forma
Forma Adjustments As Reported As Reported
-----------------------------------------------------------------------------------------------------------------------------
Net sales $ 28,190 $ -- $ 28,190 $ 53,995
Cost of sales 21,886 -- 21,886 33,702
Research and development expenses 9,810 2,502 (1) 12,312 9,783
Selling and administrative expenses 5,681 2,018 (2) 7,699 9,318
----------- --------------- ----------- -----------
Operating (loss) income (9,187) (4,520) (13,707) 1,192
Interest expense (5) -- (5) (2)
Interest income and other, net 1,025 -- 1,025 2,644
----------- ----------- ----------- -----------
(Loss) income before income taxes (8,167) (4,520) (12,687) 3,384
(Credit) provision for income taxes (2,696) (1,492) (3) (4,188) 449
------------ ----------- ------------ -----------
Net (loss) income $ (5,471) $ (3,028) $ (8,499) $ 3,385
============ ============ ============ ===========
Net (loss) income per share basic $ (0.12) $ (0.19) $ 0.08
=========== =========== ==========
Net (loss) income per share diluted $ (0.12) $ (0.19) $ 0.08
=========== =========== ==========
Weighted average common shares basic 44,242 44,242 43,469
=========== =========== ===========
Weighted average common shares diluted 44,242 44,242 44,729
=========== =========== ===========
-----------------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended
-------------------------------------------------------------------
March 31, 2002 April 1, 2001
-------------------------------------------------------------------
Pro Forma
Pro Forma Adjustments As Reported As Reported
-----------------------------------------------------------------------------------------------------------------------------
Net sales $ 126,502 $ -- $ 126,502 $ 271,568
Cost of sales 89,604 -- 89,604 151,632
Research and development expenses 39,076 2,502 (1) 41,578 36,026
Selling and administrative expenses 23,998 4,146 (2) 28,144 43,250
----------- --------------- ------------ ------------
Operating (loss) income (26,176) (6,648) (32,824) 40,660
Interest expense (41) -- (41) (56)
Interest income and other, net 5,571 -- 5,571 8,666
----------- ----------- ------------ ------------
(Loss) income before income taxes (20,646) (6,648) (27,294) 49,270
(Credit) provision for income taxes (6,814) (2,194) (3) (9,008) 15,897
------------ ----------- ------------- ------------
Net (loss) income $ (13,832) $ (4,454) $ (18,286) $ 33,373
=========== ============ ============ ============
Net (loss) income per share basic $ (0.31) $ (0.42) $ 0.78
=========== =========== ===========
Net (loss) income per share diluted $ (0.31) $ (0.42) $ 0.75
=========== =========== ===========
Weighted average common shares basic 44,010 44,010 43,029
=========== =========== ============
Weighted average common shares diluted 44,010 44,010 44,752
=========== =========== ============
(1) Includes in-process research and development and amortization of
intangible assets related to Alpha's acquisition of Aimta, Inc.
(2) Expenses related to Alpha's merger with the wireless business of
Conexant
(3) The effective rate for the credit for income taxes of 33% has been
applied pro rata to the pro forma adjustments.
Alpha Reports Fourth-quarter 2002 Financial Results/6
ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
COMPARATIVE BALANCE SHEET
(unaudited)
(in thousands)
-------------------------------------------------------------------------------------------------------------------------
March 31, April 1,
2002 2001
-------------------------------------------------------------------------------------------------------------------------
Assets
Current assets
Cash, cash equivalents and short-term investments $ 114,140 $ 153,784
Accounts receivable, net 24,485 36,984
Inventories 12,218 15,661
Prepaid expenses and other current assets 7,048 13,572
Property, plant and equipment, less accumulated
depreciation and amortization 134,356 114,196
Other assets 22,897 2,822
----------- ------------
Total assets $ 315,144 $ 337,019
=========== ============
Liabilities and Equity
Current liabilities
Current portion of long-term debt $ 129 $ 129
Accounts payable 14,345 20,820
Accrued liabilities and other current liabilities 6,119 10,764
Long-term debt 106 235
Other long-term liabilities 2,283 5,893
Stockholders' equity 292,162 299,178
----------- ------------
Total liabilities and equity $ 315,144 $ 337,019
=========== ============
-###-