Founders Revive Bid for Control of Alpha Micro
The founders of Alpha Microsystems Inc., forced out of top management positions earlier this year, have renewed their efforts to regain control of the faltering Santa Ana computer maker and have sued the company for information to help their effort.
In papers filed in Orange County Superior Court, Richard Wilcox and Robert Hitchcock, who together control 25.2% of Alpha Micro’s stock, asked the court to order the company to give them the names of other Alpha Micro shareholders and to set a date for the company’s overdue shareholders’ meeting.
The takeover motive was made abundantly clear in documents attached to the suit, which was filed earlier this month.
“Messrs. Hitchcock and Wilcox desire the shareholders list because they intend to engage in a proxy fight for control of Alpha Micro at the next shareholder meeting,” the founders’ attorney wrote to Alpha Micro’s counsel in a Nov. 25 letter. Alpha Micro executives declined to comment on the suit.
Hitchcock and Wilcox, who founded Alpha Micro in 1977, have been unhappy for the last several months with the company’s listless performance and have had “violent disagreements” over its direction with management officials, according to papers filed earlier with the Securities and Exchange Commission.
Three months ago, the two launched a proxy fight for control of the company but quickly dropped it when Alpha Micro, which has lost about $4 million in the last 18 months, agreed to be acquired by a Sunnyvale electronics maker.
The acquisition fell through in late October and, since then, the company has said only that it would like to find another merger partner. However, no suitors have been announced.
In their earlier SEC filing, Hitchcock and Wilcox said that they intend to nominate a slate of at least four directors, including themselves, at the next annual meeting in order to take control of the company.
The two founders said, too, that if they take control of the company, they will consider “replacing certain members of the current management team.”
Currently, the two serve as directors, but Wilcox was dropped as chairman and Hitchcock as vice chairman in August, when the hostilities between the founders and the rest of the board flared into the open.
The founders claim they have been unable to act on their takeover plans because the company has not given them a list of other shareholders and because it has failed to hold an annual meeting since August, 1985. In their suit, the two claim the delay in holding an annual meeting violates the company’s bylaws, which permits no more than 15 months to elapse between meetings.
The company has not scheduled a shareholders meeting. Although company officials have offered no explanation for this, the two founders claim in documents filed with the court that the reason is management’s desire to retain control through the current fiscal year and “thereby make decisions financially beneficial to the individuals currently in control.” The fiscal year ends on Feb. 23.
