Computer Firm Repels a Surprise Takeover Attempt
At its annual shareholders meeting Wednesday, Alpha Microsystems fought off what it called an “eleventh-hour assault” to take over the company.
The computer maker’s management said it was surprised by a dissident shareholder who tried to get a majority of his own directors on the company’s seven-member board.
But Alpha Microsystems’ other shareholders rejected two of the dissident’s directors, leaving management in charge of the company.
The dissident shareholder, a German-managed computer company called Alphabet Technologies Inc., owns 25% of Alpha Microsystems’ stock.
Alphabet wants control of the company’s computer technology and its distribution channels in the United States, Alpha Microsystems officials said.
Alphabet executives couldn’t be reached for comment late Wednesday.
Alphabet bought much of its stock in May from the company’s two founders and former executives, Robert B. Hitchcock and Richard C. Wilcox. In June, while Alphabet was buying more stock, Alpha Microsystems gave Alphabet Hitchcock’s and Wilcox’s seats on the company’s board.
The two seats, according to Alpha Microsystems officials, were proportional to Alphabet’s stake in the company, which eventually reached 25%.
At Wednesday’s meeting, which was attended by about two dozen stockholders and some Alpha Microsystems employees, Alphabet proposed two more directors for the board. They were rejected by shareholders.
About 90% of the company’s shares were represented either in person or by proxy at the meeting. Employees and management own less than 5%, said Alpha Microsystems President Douglas J. Tullio, who was also named chief executive Wednesday.
Alpha Microsystems makes networks of business computers and the software to operate them. Hurt by the recession, like other computer companies, it lost $7.5 million last year on revenue of $52.8 million.
The company showed a tiny profit for the first quarter of its fiscal year, which ended in May.
After the meeting, Alpha Microsystems put out several press releases strongly critical of the dissident shareholder.
Alphabet, Alpha Microsystems said Wednesday, is a holding company formed primarily to acquire stock in Alpha Microsystems. Alphabet’s president, Gisbert Fischer, and Ulrich Herzog, treasurer, are affiliated with two small German technology companies that, Alpha Microsystems said, “badly need American technology, distribution and markets. It seems they have determined that the cheapest way to gain access to American technology and markets is to take over Alpha Microsystems.”
