Alpha Micro’s Founders Regain Control of Company
The founders of Alpha Microsystems, pushed aside by a bitter controversy five months ago, Monday resumed control of the faltering Santa Ana computer maker in a deal designed to avert a threatened shareholder proxy fight.
In a series of moves described by the company as a “structured management transition,” Robert Hitchcock was elected chairman, president and chief executive and Richard Wilcox was named vice president and chief technical officer. The two founders had notified the company late last year of their intention to launch a proxy fight for control of the company and had filed suit in December for information to help their effort.
About 10 days ago, Richard Cortese, the founders’ chief adversary, resigned as chairman, president and chief executive. Two directors considered loyal to him resigned with Cortese.
The latest moves, which cap more than half a year of intense turmoil, would appear to give Alpha Micro’s founders, who own about 25% of the company’s stock, a clear-cut victory in their battle to regain control of the firm they started in 1977.
The fight erupted into the open in August as the company contemplated merger proposals that could have meant the end to Alpha Micro’s independence.
Dropped From Board
Hitchcock and Wilcox, who were said to oppose any loss of independence, were dropped as chairman and vice chairman of the board and cut out of the company’s decision-making process. A month later they announced their intention to solicit shareholder support for their fight to wrest control of the company from Cortese and his backers on the board.
In addition to winning back their management and board positions, the founders succeeded in ousting Cortese, the man they hired in late 1982 to oversee the company’s transition from a fast-growing start-up to a mature computer maker for mid-size businesses.
Cortese and the two directors who resigned with him were replaced Monday by three directors described as “independent.”
Neither side in the issue would comment after Monday’s board meeting.
However, the company’s statement said Monday’s action was “coordinated as part of a structured management transition plan . . . as a settlement of controversies that threatened to evolve into an expensive and disruptive proxy contest for control of the company’s board of directors.”
The company’s statement did not mention how the board had dealt with Cortese’s employment agreement, which permitted him to receive half his $180,000 annual salary plus other benefits through February, 1988.
Sources aware of the negotiations between Cortese and the founders before Monday’s settlement said the “golden parachute” provisions in the contract had been a discussion item.
Elected to the board Monday were Rock N. Hankin, founder of Mellert Hankin Enterprises and a former partner in the accounting firm of Price Waterhouse; Peter Weiner, president of RISA Inc. and formerly a professor of computer science at Yale and Princeton universities, and Leon Brachman, executive vice president of Computerized Business Systems Inc. and president of Marco Chemical Co.
The three replace Cortese, Fred Krimm and Neil L. Diver.
