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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000950135-00-005112/0000950135-00-005112.txt : 20001116
<SEC-HEADER>0000950135-00-005112.hdr.sgml : 20001116
ACCESSION NUMBER:		0000950135-00-005112
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20001001
FILED AS OF DATE:		20001115

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALPHA INDUSTRIES INC
		CENTRAL INDEX KEY:			0000004127
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3674
]		IRS NUMBER:				042302115
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0328
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-05560
			FILM NUMBER:		770458
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		20 SYLVAN RD
				CITY:			WOBURN
				STATE:			MA
				ZIP:			01801
				BUSINESS PHONE:		6179355150
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		20 SYLVAN RD
					STREET 2:		20 SYLVAN RD
					CITY:			WOBURN
					STATE:			MA
					ZIP:			01801
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>b37183ale10-q.txt
<DESCRIPTION>ALPHA INDUSTRIES, INC.
<TEXT>

<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended October 1, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                    to
                              --------------------    ---------------------

Commission file number 1-5560
                       ------

                             ALPHA INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                       04-2302115
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)


 20 SYLVAN ROAD, WOBURN, MASSACHUSETTS                         01801
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:        (781) 935-5150


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

              Yes      X                         No
                  ------------                      --------------

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


<TABLE>
<CAPTION>
                CLASS                                 OUTSTANDING AT OCTOBER 29, 2000
<S>                                                             <C>
 COMMON STOCK, PAR VALUE $.25 PER SHARE                          42,970,970
</TABLE>

<PAGE>   2

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 PAGE
<S>                                                                                              <C>
PART 1  FINANCIAL INFORMATION

     Item 1 - Financial Statements

         Consolidated Balance Sheets - October 1, 2000 and April 2, 2000.......................    3

         Consolidated Statements of Income - Quarters and Six Month Periods Ended
         October 1, 2000 and September 26, 1999................................................    4

         Consolidated Statements of Cash Flows - Six Month Periods Ended
         October 1, 2000 and September 26, 1999................................................    5

         Notes to Consolidated Financial Statements............................................    6

     Item 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations.............................................................    9

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk.......................   13

PART 2  OTHER INFORMATION

     Item 1 - Legal Proceedings................................................................   13

     Item 4- Submission of Matters to a Vote of Security Holders...............................   13

     Item 6 - Exhibits and Reports on Form 8-K.................................................   14

</TABLE>

- --------------------------------------------------------------------------------

                                       2

<PAGE>   3

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                      OCTOBER 1,      APRIL 2,
                                                                                         2000           2000
                                                                                     (UNAUDITED)     (UNAUDITED)
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>
ASSETS
   Current assets
         Cash and cash equivalents................................................  $     22,981    $    23,219
         Short-term investments (Note 3)..........................................       110,188        123,391
         Accounts receivable, trade, less allowance for doubtful
               accounts of $951 and $796..........................................        50,177         33,844
         Inventories (Note 4)....................................................         16,036         11,916
         Prepayments and other current assets.....................................         3,256          2,583
         Prepaid income taxes.....................................................         3,058          1,191
         Deferred income taxes....................................................         7,261          7,261
                                                                                    ------------    -----------
                  Total current assets............................................       212,957        203,405
                                                                                    ------------    -----------
   Property, plant and equipment, less accumulated depreciation and
         amortization of $74,201 and $67,042......................................        95,983         75,520
   Other assets...................................................................         2,211          2,099
                                                                                    ------------    -----------
                                                                                    $    311,151    $   281,024
                                                                                    ============    ===========
   LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities
         Current maturities of long-term debt.....................................  $        111    $     3,011
         Accounts payable.........................................................        20,142         20,537
         Accrued liabilities:
           Payroll, commissions and related expenses..............................        11,206          8,501
           Other  ................................................................           320            999
                                                                                    ------------    -----------
                  Total current liabilities.......................................        31,779         33,048
                                                                                    ------------    -----------
   Long-term debt ................................................................           285            345
                                                                                    ------------    -----------
   Other long-term liabilities....................................................         2,224          2,237
                                                                                    ------------    -----------
   Deferred income taxes..........................................................         3,301          3,301
                                                                                    ------------    -----------
   Commitments and contingencies (Note 7)
   Stockholders' equity
         Common stock par value $0.25 per share: authorized
           100,000,000 shares; issued 42,976,901 and 42,576,518 shares............        10,744         10,644
         Additional paid-in capital...............................................       210,658        197,711
         Retained earnings........................................................        52,214         33,806
         Treasury shares 51,989 and 64,786 at cost................................           (54)           (68)
                                                                                    ------------    -----------
           Total stockholders' equity.............................................       273,562        242,093
                                                                                    ------------    -----------
                                                                                    $    311,151    $   281,024
                                                                                    ============    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       3


<PAGE>   4

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                SECOND QUARTER ENDED       SIX MONTH PERIODS ENDED
                                                               -----------------------     -----------------------
                                                               OCT. 1,       SEPT. 26,       OCT. 1,     SEPT. 26,
                                                                2000           1999           2000         1999
- -------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>           <C>            <C>            <C>
   Net sales............................................     $   73,201    $   41,921     $  138,889     $  80,574
     Cost of sales......................................         39,454        23,886         75,604        45,542
     Research and development expenses..................          8,814         5,780         16,709        11,195
     Selling and administrative expenses................         10,839         7,163         22,527        13,871
                                                             ----------    ----------     ----------     ---------
   Operating income.....................................         14,094         5,092         24,049         9,966
   Interest expense.....................................            (22)          (17)           (38)          (74)
   Interest income and other, net.......................          1,938         1,666          3,879         2,035
                                                             ----------    ----------     ----------     ---------
   Income before income taxes...........................         16,010         6,741         27,890        11,927
   Provision for income taxes...........................          5,443         2,428          9,482         4,295
                                                             ----------    ----------     ----------     ---------
   Net income...........................................     $   10,567    $    4,313     $   18,408     $   7,632
                                                             ==========    ==========     ==========     =========
   Net income per share basic...........................     $     0.25    $     0.10     $     0.43     $    0.20
                                                             ==========    ==========     ==========     =========
   Net income per share diluted.........................     $     0.24    $     0.10     $     0.41     $    0.19
                                                             ==========    ==========     ==========     =========
   Weighted average common shares basic.................         42,867        41,511         42,765        39,020
                                                             ==========    ==========     ==========     =========
   Weighted average common shares diluted...............         44,737        43,958         44,761        41,212
                                                             ==========    ==========     ==========     =========
- -------------------------------------------------------------------------------------------------------------------
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       4


<PAGE>   5

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                                                        SIX MONTH PERIODS ENDED
                                                                                        -----------------------
                                                                                        OCT. 1,       SEPT. 26,
                                                                                         2000           1999
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>          <C>

   CASH PROVIDED BY OPERATIONS:
     Net income.....................................................................   $  18,408     $   7,632
     Adjustments to reconcile net income to net cash provided by operations:
       Depreciation and amortization of property, plant and equipment...............       7,159         5,077
       Loss on disposal of assets...................................................         ---           303
       Deferred income taxes........................................................         ---         2,976
       Issuance of treasury stock to 401(k) plan....................................         733           561
       Amortization of unearned compensation - restricted stock.....................         ---             4
       (Decrease) increase in other liabilities and long-term benefits..............         (13)          162
       Increase in other assets.....................................................        (113)         (199)
       Changes in operating assets and liabilities:
        Accounts receivable ........................................................     (16,333)       (5,177)
        Inventories.................................................................      (4,120)         (396)
        Prepayments and other current assets........................................      (2,540)       (1,681)
        Accounts payable............................................................        (395)         (125)
        Other accrued liabilities and expenses......................................      11,447        (1,796)
                                                                                       ---------     ---------
          Net cash provided by operations...........................................      14,233         7,341
                                                                                       ---------     ---------
   CASH USED IN INVESTING:
        Additions to property, plant and equipment..................................     (27,622)      (15,479)
        Proceeds from sale of equipment.............................................         ---            60
        Purchases of short-term investments.........................................     (65,486)     (127,956)
        Maturities of short-term investments........................................      78,689        29,300
                                                                                       ---------     ---------
          Net cash used in investing................................................     (14,419)     (114,075)
                                                                                       ---------     ---------
   CASH (USED IN) PROVIDED BY FINANCING:
      Payments on long-term debt....................................................      (2,960)       (1,081)
      Proceeds from long-term debt..................................................         ---         1,500
      Deferred charges related to long-term debt....................................           1            24
      Proceeds from sale of stock...................................................         238       112,479
      Exercise of stock options and warrants........................................       2,669           667
                                                                                       ---------     ---------
          Net cash (used in) provided by financing activities.......................         (52)      113,589
                                                                                       ---------     ---------
   Net (decrease) increase in cash and cash equivalents.............................        (238)        6,855
   Cash and cash equivalents, beginning of period...................................      23,219        15,162
                                                                                       ---------     ---------
   Cash and cash equivalents, end of period.........................................   $  22,981     $  22,017
                                                                                       =========     =========
- --------------------------------------------------------------------------------------------------------------

Supplemental cash flow disclosures:
             Cash paid for income taxes.............................................   $   1,616     $   2,968
                                                                                       =========     =========
             Cash paid for interest.................................................   $      34     $      76
                                                                                       =========     =========

Supplemental disclosure of non-cash operating activities:
            Tax benefit associated with the exercise of stock options...............   $   9,331     $     ---
                                                                                       =========     =========
            Compensation expense related to stock options...........................   $      90     $     ---
                                                                                       =========     =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>   6

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 1  BASIS OF PRESENTATION

The interim financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under generally
accepted accounting principles because certain note information included in the
Company's annual report to shareholders has been omitted. Such information
should be read in conjunction with the prior year's annual report. However, the
financial information reflects all adjustments (consisting solely of normal
recurring adjustments), which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods. The Company considers the
disclosures adequate to make the information presented not misleading.


NOTE 2  ACQUISITION OF NETWORK DEVICE, INC.

On April 24, 2000, the Company completed its acquisition of privately-held
Network Device, Inc. ("NDI") of Sunnyvale, California. Approximately 2.67
million shares of common stock were exchanged for all outstanding shares of NDI.
Approximately 185,000 shares of Company stock were issued for the conversion of
NDI stock options into Company options.

The acquisition has been accounted for as a pooling-of-interests and
accordingly, the prior period consolidated financial statements and related
notes included herein have been restated to include the combined results of
operations, financial position and cash flows of NDI. In recording the business
combination, NDI's prior period financial statements have been restated to
conform with the Company's year end.


NOTE 3  SHORT-TERM INVESTMENTS

The Company's short-term investments are classified as held-to-maturity. These
investments consist primarily of commercial paper and securities issued by
various federal agencies and corporations with original maturities of more than
90 days. Such short-term investments are carried at amortized cost, which
approximates fair value, due to the short period of time to maturity. Gains and
losses are included in investment income in the period they are realized.

NOTE 4  INVENTORIES

<TABLE>
<CAPTION>
                                                                           OCT. 1,        APRIL 2,
   Inventories consist of the following:                                    2000            2000
- ----------------------------------------------------------------------------------------------------
                                                                              (in thousands)
    <S>                                                                 <C>               <C>
     Raw materials......................................................$    5,302        $   3,473
     Work-in-process....................................................     8,635            7,397
     Finished goods.....................................................     2,099            1,046
                                                                        ----------        ---------
                                                                        $   16,036        $  11,916
                                                                        ==========        =========
</TABLE>



                                       6


<PAGE>   7

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


NOTE 5  SEGMENT INFORMATION

During the quarter ended October 1, 2000, the Company reorganized into two
reportable segments based on management's methods of evaluating operations and
performance. The new reportable segments are: Semiconductor Products and Ceramic
Products. The Semiconductor segment is comprised of two of the Company's former
segments: Wireless Semiconductor Products and Application Specific Products. A
description of the reportable segments follows:

SEMICONDUCTOR PRODUCTS:

The Semiconductor segment designs and manufactures gallium arsenide integrated
circuits and other discrete semiconductors primarily for the global broadband,
infrastructure and wireless communications markets.

CERAMIC PRODUCTS:

The Ceramics segment designs and manufactures technical ceramic and magnetic
products primarily for the wireless infrastructure and broadband markets.

The table below presents selected financial data by business segment for the
periods indicated. The prior periods presented have been restated to reflect the
reorganization into two reportable segments during the quarter ended October 1,
2000.

<TABLE>
<CAPTION>
                                                           QUARTERS ENDED                    SIX MONTHS ENDED
                                                    ------------------------------     ------------------------------
                                                       OCT. 1,         SEPT. 26,         OCT. 1,          SEPT. 26,
                                                        2000             1999             2000              1999
                                                    -------------    -------------     ------------     -------------
                                                                            (in thousands)
<S>                                                 <C>              <C>              <C>              <C>
SALES
Semiconductor Products............................  $     60,970     $     33,520      $   113,930      $    64,151
Ceramic Products..................................        12,231            8,401           24,959           16,423
                                                    ------------     ------------      -----------      -----------
                                                    $     73,201     $     41,921      $   138,889      $    80,574
                                                    ============     ============      ===========      ===========

OPERATING INCOME
Semiconductor Products............................  $     11,956     $      4,049      $    19,834      $      8,025
Ceramic Products..................................         2,138            1,043            4,215             1,941
                                                    ------------     ------------      -----------      ------------
                                                    $     14,094     $      5,092      $    24,049      $      9,966
                                                    ============     ============      ===========      ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                         OCT. 1,           APRIL 2,
                                                                                          2000              2000
                                                                                       ------------     -------------
                                                                                              (in thousands)
<S>                                                                                    <C>              <C>
NET LONG-LIVED ASSETS
Semiconductor Products..........................................................       $     81,527     $    62,459
Ceramic Products................................................................             14,456          13,061
                                                                                       ------------     -----------
                                                                                       $     95,983     $    75,520
                                                                                       ============     ===========

TOTAL ASSETS
Semiconductor Products..........................................................       $    134,192     $    95,755
Ceramic Products................................................................             29,542          25,892
Corporate   ....................................................................            147,417         159,377
                                                                                       ------------     -----------
                                                                                       $    311,151     $   281,024
                                                                                       ============     ===========
</TABLE>




                                       7
<PAGE>   8

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


SIGNIFICANT CUSTOMERS

During the three months ended October 1, 2000, two customers accounted for
approximately 25% and 14%, respectively, of the Company's total sales. During
the three months ended September 26, 1999, one customer accounted for
approximately 34% of the Company's sales. For the six months ended October 1,
2000, two customers accounted for approximately 29% and 14%, respectively, of
the Company's total sales. For the six months ended September 26, 1999, one
customer accounted for approximately 33% of the Company's total sales.

NOTE 6  EARNINGS PER SHARE

A reconciliation of the weighted average number of shares outstanding used in
the computation of the basic and diluted earnings per share for the quarters and
six months ended October 1, 2000 and September 26, 1999 is as follows:

<TABLE>
<CAPTION>
                                                               QUARTERS ENDED                    SIX MONTHS ENDED
                                                       -------------------------------    -------------------------------
                                                           OCT. 1,          SEPT. 26,         OCT. 1,          SEPT. 26,
                                                            2000              1999             2000              1999
                                                       -------------     -------------    -------------     -------------
                                                                                 (in thousands)
<S>                                                        <C>               <C>              <C>               <C>
Weighted average shares (basic).....................       42,867            41,511           42,765            39,020

Effect of dilutive stock options....................        1,870             2,447            1,996             2,192
                                                          -------           -------          -------           -------
Weighted average shares (diluted)...................       44,737            43,958           44,761            41,212
                                                          =======           =======          =======           =======
</TABLE>

For the periods ended October 1, 2000 and September 26, 1999, options to
purchase approximately 1.2 million and 72,000 shares, respectively, were
outstanding but not included in the computation of diluted earnings per share
because the exercise prices of the options were greater than the average market
prices of the Company's common stock during those periods.

NOTE 7  COMMITMENTS AND CONTINGENCIES

The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no significant additional liability to the Company.

                                       8


<PAGE>   9

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                 PART I - ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table shows our statement of operations data as a percentage of
sales for the periods indicated. All data represented in the table has been
restated to reflect the Company's April 24, 2000 acquisition of Network Device,
Inc., which was accounted for as a pooling-of-interests:

<TABLE>
<CAPTION>
                                                             Quarters Ended                    Six Months Ended
                                                       ---------------------------        ---------------------------
                                                        Oct. 1,        Sept. 26,            Oct. 1,       Sept. 26,
                                                          2000            1999               2000            1999
                                                       -----------     -----------        ------------    -----------
<S>                                                       <C>            <C>                 <C>            <C>
Sales................................................     100.0%         100.0%              100.0%         100.0%
Cost of sales .......................................      53.9            57.0               54.4           56.5
                                                         ------         -------             ------         ------
Gross margin.........................................      46.1            43.0               45.6           43.5
Research and development expenses....................      12.0            13.8               12.0           13.9
Selling and administrative expenses..................      14.8            17.1               16.2           17.2
                                                         ------         -------             ------         ------
Operating income.....................................      19.3            12.1               17.3           12.4
Other income, net....................................       2.6             3.9                2.8            2.4
                                                         ------         -------             ------         ------
Income before income taxes...........................      21.9            16.1               20.1           14.8
Provision for income taxes...........................       7.4             5.8                6.8            5.3
                                                         ------         -------             ------         ------
Net income..........................................       14.4%           10.3%              13.3%           9.5%
                                                         ======         =======             ======         ======
</TABLE>

SALES.  Sales increased 74.6% to $73.2 million for the second quarter of fiscal
2001 from $41.9 million for the second quarter of fiscal 2000. For the first six
months of fiscal 2001, sales increased 72.4% to $138.9 million from $80.6
million for the first six months of fiscal 2000. Orders increased 75.0% to $77.3
million for the second quarter of fiscal 2001, compared with $44.2 million for
the same period last year. The increase in sales and orders continues to be the
result of high growth experienced by our Semiconductor and Ceramic Products
Groups as a result of increased demand for wireless products and our ability to
penetrate the growing broadband market. Deliveries to two customers represented
approximately 25% and 14%, respectively, of our total sales for the second
quarter of fiscal 2001 compared with one customer, which represented 34% of our
sales for the same period last year. Deliveries to two customers represented
approximately 29% and 14% of our total sales for the first six months of fiscal
2001 compared with one customer, which represented 33% for the comparable period
last year.

GROSS PROFIT.  Gross profit increased 87.1% to $33.7 million or 46.1% of sales
for the second quarter of fiscal 2001 from $18.0 million or 43.0% of sales for
the comparable period last year. For the first six months of fiscal 2001, gross
profit increased 80.6% to $63.3 million or 45.6% of sales compared with $35.0
million or 43.5% of sales for the same period last year. The increase in gross
margin for the quarter and year to date was primarily the result of our
continued ability to leverage fixed costs and improve efficiencies, combined
with a more favorable product mix with higher value-added products.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased
52.5% to $8.8 million or 12.0% of sales for the second quarter of fiscal 2001
from $5.8 million or 13.8% of sales for the comparable period last year. For the
first six months of fiscal 2001, research and development expenses increased
49.3% to $16.7 million or 12.0% of sales from $11.2 million or 13.9% of sales
for the comparable period last year. The increase in research and development
expenses is due to our ongoing development of processes and applications within
our Semiconductor Products Group. For the second quarter and first six months of
fiscal 2001, over 90% of our total research and development expenses were
focused on the Semiconductor Products Group.


                                       9


<PAGE>   10

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


SELLING AND ADMINISTRATIVE EXPENSES.  Selling and administrative expenses
totaled $10.8 million or 14.8% of sales for the second quarter of fiscal 2001
compared with $7.2 million or 17.1% of sales for the same period last year. For
the first six months of fiscal 2001, selling and administrative expenses totaled
$22.5 million or 16.2% of sales. Included in the $22.5 million was approximately
$1.8 million in one-time closing costs associated with the acquisition of
Network Device, Inc., which was completed on April 24, 2000. Excluding these one
time costs, selling and administrative expenses for the six months ended October
1, 2000 totaled $20.7 million or 14.9% of sales compared with $13.9 million or
17.2% of sales for the comparable period last year. The increase in selling and
administrative expenses was primarily attributable to increased sales
commissions resulting from higher sales volumes as well as increased costs
incurred in training and recruiting employees. Due to our continued ability to
support our sales growth without incurring substantial additional costs, selling
and administrative expenses as a percentage of sales declined for the quarter
and six months ended October 1, 2000 when compared to the same periods last
year.

OTHER INCOME, NET.  Other income, net, for the second quarter and first six
months of fiscal 2001 increased $267 thousand and $1.9 million, respectively,
over the comparable periods last year. These increases were primarily
attributable to an increase in interest income as a result of higher average
levels of cash, cash equivalents and short-term investments.

PROVISION FOR INCOME TAXES.  Our effective tax rates for the first six months
of fiscal  2001 and 2000 were 34% and 36%, respectively.

BUSINESS SEGMENTS

The table below displays sales and operating income by business segment for the
periods indicated. All data represented in the table has been restated to
reflect the Company's acquisition of Network Device, Inc. on April 24, 2000.
Additionally, the data represented in the table has been restated to reflect the
reorganization from three to two reportable operating segments during the
quarter ended October 1, 2000:

<TABLE>
<CAPTION>
                                                            Quarter Ended                  Six Months Ended
                                                       -------------------------      ---------------------------
                                                         Oct. 1,      Sept. 26,         Oct. 1,         Sept. 26,
                                                          2000           1999            2000             1999
                                                       ----------    -----------      ----------      -----------
                                                                           (in thousands)
<S>                                                     <C>            <C>             <C>              <C>
  Sales
  Semiconductor Products...........................     $ 60,970       $ 33,520        $113,930          $64,151
  Ceramic Products.................................       12,231          8,401          24,959           16,423
                                                        --------       --------        --------          -------
                                                        $ 73,201       $ 41,921        $138,889          $80,574
                                                        ========       ========        ========          =======

  Operating Income
  Semiconductor Products...........................     $ 11,956       $  4,049        $ 19,834          $ 8,025
  Ceramic Products.................................        2,138          1,043           4,215            1,941
                                                        --------       --------        --------          -------
                                                        $ 14,094       $  5,092        $ 24,049          $ 9,966
                                                        ========       ========        ========          =======
</TABLE>

SEMICONDUCTOR PRODUCTS.  Sales for the Semiconductor Products Group increased
81.9% to $61.0 million for the second quarter of fiscal 2001 from $33.5 million
for the same quarter last year. For the first six months of fiscal 2001, sales
for the Semiconductor Products Group increased 77.6% to $113.9 million from
$64.2 million for the same period last year. The increase continues to be
attributable to increased demand and penetration into our two targeted markets -
wireless and broadband.

Operating income for the Semiconductor Products Group almost tripled to $12.0
million for the second quarter of fiscal 2001 from $4.0 million for the
comparable quarter last year. For the six months ended October 1, 2000,
operating income increased 147.2% to $19.8 million from $8.0 million for the
comparable period last year. The increase was primarily attributable to
increased sales and improved operating efficiencies as this group continued to
leverage capacity and improve yields. In addition, this group continued its
focus on the development of processes and products for the wireless and
broadband markets, while continuing to control administrative costs.

                                       10


<PAGE>   11

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


CERAMIC PRODUCTS.  Sales for the Ceramics Group for the second quarter increased
45.6% to $12.2 million from $8.4 million for the same quarter last year. For the
first six months of fiscal 2001, sales for the Ceramics Group increased 52.0% to
$25.0 million from $16.4 million for the same period last year. The increase was
primarily attributable to growth in demand and increased penetration in the
wireless infrastructure and broadband markets.

Operating income for the Ceramics Group more than doubled to $2.1 million from
$1.0 million for the second quarter and increased 117.2% to $4.2 million from
$1.9 million for the first six months of fiscal 2001 compared with the same
periods last year. The increase in operating income was primarily the result of
increased sales and improved operating efficiencies, including the leveraging of
capacity and increased manufacturing automation.


FINANCIAL CONDITION

At October 1, 2000 working capital totaled $181.2 million and included $133.2
million in cash, cash equivalents and short-term investments. Annualized
inventory turns for the six months ended October 1, 2000 increased to 10.8 from
10.1 for the comparable period last year. Additionally, average days sales
outstanding for the six months ended October 1, 2000 decreased to 55 from 58 for
the same period last year.

Capital expenditures for the six months ended October 1, 2000 totaled $27.6
million. Of the $27.6 million, approximately $8.8 million related to the
purchase of a 125,000 square foot manufacturing and office facility on a
forty-one acre site in Haverhill, Massachusetts. Initial operations at this site
will commence in January 2001 and include design engineering as well as
automated GaAs IC, silicon semiconductor and multi-chip module assembly and
testing. Expansion into Haverhill will provide space in our existing facility in
Woburn, Massachusetts for the expansion of our fabrication operations.

In September 1999, we announced the completion of the first phase of a major
expansion program to enhance and expand the available clean room space in our
GaAs IC facility in Massachusetts. The new clean room space is complete and in
use, and additional manufacturing equipment has been installed and brought to
full productivity. The second phase, which involved the installation of
additional production equipment within the existing facility, has been
completed. The third phase of this project involves the creation of a GaAs IC
line that would allow us to manufacture product on six-inch wafers. We are in
the initial phases of development of this six-inch wafer production line, which
is estimated to cost approximately $30 million dollars. We expect to complete
this phase within twelve to fifteen months. Once this new six-inch wafer
production line is in operation, we plan to convert our existing four-inch wafer
production areas to six-inch, as future demand requires.

We believe that anticipated cash from operations, available funds and borrowings
under our revolving credit agreement will be adequate to fund our currently
planned working capital and capital expenditure requirements, at least through
fiscal 2001.

NEW ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities" establishes accounting and
reporting standards for derivatives and hedging activities. In June 2000, the
Financial Accounting Standards Board issued SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities," an amendment to
SFAS No. 133. These statements require that an entity recognize all derivatives
as either assets or liabilities in the balance sheet and measure those
instruments at fair value. These statements will be effective for our fiscal
2002. We are currently evaluating SFAS No.133 and SFAS No. 138. We do not expect
these new statements to have a material effect on our consolidated financial
position, results of operations or cash flow.


                                       11


<PAGE>   12

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


OTHER MATTERS

Safe Harbor Statement - Except for the historical information contained herein,
this report contains forward-looking statements that constitute the Company's
current intentions, hopes, beliefs and expectations or predictions of future
results and accomplishments, which are inherently subject to risks and
uncertainties. The Company's actual results could differ materially from those
anticipated in the Company's forward-looking statements based on various
factors, including without limitation: cancellation or deferral of customer
orders; dependence on a small number of large customers; difficulties in the
timely development and market acceptance of new products; market developments
that vary from the current public expectations concerning the growth of
wireless, broadband and fiber-optic communications; difficulties in
manufacturing new or existing products in sufficient quantity or quality;
difficulties in completing the Company's planned capital improvements, including
its expansion to the facility in Haverhill, Massachusetts; increased competitive
pressures; decreasing selling prices for the Company's products; or changes in
economic conditions. Further information on factors that could affect the
Company's performance is included in the Company's periodic reports filed with
the Securities and Exchange Commission, including but not limited to the
Company's Form 10-K for the year ended April 2, 2000, and subsequent Forms 10-Q.
The Company cautions readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made. The Company
expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any such statements to reflect any change in the
Company's expectations or any change in events, conditions or circumstances on
which any such statement is based.



                                       12
<PAGE>   13

                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES


                                     PART I

ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of changes in the value of a short-term
investment and a financial instrument caused by fluctuations in investment
prices and interest rates.

The Company handles market risks in accordance with established policies. The
Company's risk-management activities include "forward-looking statements" that
involve risk and uncertainties. Actual results could differ materially from
those projected in the forward-looking statements.

INVESTMENT PRICE RISK

The fair value of the Company's short-term investment portfolio at October 1,
2000 approximated carrying value due to its short-term duration. Market risk,
estimated as the potential decrease in fair value resulting from a hypothetical
10% decrease in interest rates for the issues contained in the investment
portfolio, is considered not to be material because of the short-term nature of
the investments.

INTEREST RATE RISK

The carrying value of the Company's long-term debt, including current
maturities, was approximately $396 thousand at October 1, 2000. Due to the
nature of the debt instruments, management has determined that the fair value
was not materially different from the quarter-end carrying value.


                           PART II - OTHER INFORMATION

ITEM 1  LEGAL PROCEEDINGS

The Company does not have any material pending legal proceedings other than
routine litigation incidental to its business.

The Company has been notified by federal and state environmental agencies of its
potential liability with respect to the Spectron, Inc. Superfund site in Elkton,
Maryland. Several hundred other companies have also been notified about their
potential liability regarding this site. The Company continues to deny that it
has any responsibility with respect to this site other than as a de minimis
party. Management is of the opinion that the outcome of the aforementioned
environmental matter will not have a material effect on the Company's operations
or financial position.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        a) On September 11, 2000, Alpha Industries, Inc. held its Annual
           Meeting of Stockholders.

        b) Omitted pursuant to Instruction 3 to Item 4 of Form 10-Q.

        c) A proposal to elect Thomas C.  Leonard,  David J.  Aldrich and Arthur
           Pappas as Class 2 Directors to hold office for a three-year term
           until the 2003 Annual Meeting of Stockholders and until their
           successors have been duly elected and qualified was approved with
           the following vote: Mr. Leonard 36,529,181 for and 89,276
           withheld, Mr. Aldrich 36,410,965 for and 207,492 withheld and Mr.
           Pappas 36,410,885 for and 207,572 withheld.


                                       13


<PAGE>   14
                                         ALPHA INDUSTRIES, INC. AND SUBSIDIARIES

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits

        (3) Certificate of Incorporation and By-laws.

            (a) Restated  Certificate  of  Incorporation  (Filed as Exhibit 3(a)
                to Registration Statement on Form S-3 (Registration No.
                33-63857))*.

            (b) Amended and restated By-laws of the Corporation dated April 30,
                1992 (Filed as Exhibit 3(b) to the Annual Report on Form 10-K
                for the year ended March 29, 1992)*.

        (4) Instruments defining rights of security holders, including
            indentures.

            (a) Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to
                Registration  Statement on Form S-3 (Registration
                No. 33-63857))*.

            (b) Loan and Security Agreement dated December 15, 1993 between
                Trans-Tech, Inc., and County Commissioners of Frederick County
                (Filed as Exhibit 4(h) to the Quarterly Report on Form 10-Q for
                the quarter ended July 3, 1994)*.

            (c) Revolving credit agreement dated November 1, 1999 between Alpha
                Industries, Inc., and Trans-Tech Inc. and Fleet Bank of
                Massachusetts and Silicon Valley Bank (Filed as Exhibit 4(c) to
                the Quarterly Report on Form 10-Q for the quarter ended December
                26, 1999)*.

       (10) Material Contracts.

               Purchase and Sale Agreement dated July 27, 2000 between the
               Registrant and C.R. Bard, Inc.

       (11) Statement regarding computation of per share earnings.**

       (27) Financial Data Schedules.

     (b) Reports on Form 8-K

          No reports on Form 8-K were filed with the Securities and Exchange
          Commission during the fiscal quarter ended October 1, 2000.

- -------------------

 ** Reference is made to Note 6 of the notes to Consolidated Financial
    Statements on Page 8 of this Quarterly Report on Form 10-Q, which Note 6 is
    hereby incorporated by reference herein.


                                       14
<PAGE>   15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.R
<SEQUENCE>2
<FILENAME>b37183alex10-r.txt
<DESCRIPTION>PURCHASE AND SALE AGREEMENT
<TEXT>

<PAGE>   1

                                                                  EXHIBIT 10(r)

                           PURCHASE AND SALE AGREEMENT



     THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into this
27th day of July, 2000, by and between C. R. BARD, INC., a New Jersey
corporation, having an address of 730 Central Avenue, Murray Hill, New Jersey
07974 (the "SELLER"), and ALPHA INDUSTRIES, INC., a Delaware corporation,
having an address of 20 Sylvan Road, Woburn, Massachusetts 01801 or its
nominee (the "BUYER").

                                R E C I T A L S:

     Seller is the owner of certain Premises, as hereinafter defined, which it
desires to sell to Buyer. Buyer desires to purchase the Premises on the terms
and conditions set forth herein.

                              A G R E E M E N T S:

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:

     1.  PURCHASE AND SALE AND DESCRIPTION OF PROPERTY.  Seller shall sell and
Buyer shall purchase, upon and subject to the terms, conditions, stipulations
and agreements hereinafter set forth, all of Seller's right, title and interest
in the following (collectively, the "PROPERTY"):

          (a) all that certain real property consisting of approximately 41.5
acres of land together with the building thereon containing approximately
125,000 square feet of space and the other improvements thereon located at 25
Computer Drive, Haverhill, Massachusetts, as more particularly described on
EXHIBIT A attached hereto, together with all right, title and interest of Seller
if any in and to any land lying in the bed of any streets (open or proposed)
adjacent or abutting or adjoining such property, together with all rights,
privileges, rights of way and easements appurtenant to such property, including,
without limitation, all minerals, oil or gas on or under such property,
development rights, air rights, water rights, and any easements, rights of way
or other interests in, on or under any lands, highways, alleys, streets,
marshes, marshlands, waterways or rights of way abutting or adjoining such
property (the "PREMISES"); and

          (b) all fixtures, equipment and appliances, including, without
limitation, all electrical light fixtures, heating equipment, air conditioning
equipment, air compressors, and other personal property of every nature and
description attached or pertaining to, or otherwise used in connection with, the
Premises, owned by Seller and located at the Premises (the "PERSONALTY").

          (c) all studies, surveys, plans, specifications, reports, approvals,
licenses, permits, certificates, special permits, site plan approvals and
variances benefiting, owned or caused to be prepared by Seller relating to the
Property which are currently in Seller's actual possession.



<PAGE>   2


     2.  PURCHASE PRICE.  The purchase price for the Premises shall be Eight
Million Seven Hundred Fifty Thousand Dollars ($8,750,000.00) (the "Purchase
Price") payable in the following manner:

          (a) Three Hundred Thousand Dollars ($300,000.00) has been paid to the
Escrow Agent (as defined in Section 13) as a deposit (such amount, together with
all interest earned thereon, shall be referred to herein as the "DEPOSIT") as of
the date of this Agreement.

          (b) The balance of the Purchase Price, i.e., Eight Million Four
Hundred Fifty Thousand Dollars ($8,450,000.00), shall be paid by Buyer to Seller
at the time of the delivery of the Deed (as defined in Section 3.1) by Federal
funds wire transfer as directed by Seller or by certified or cashier's check
payable directly to Seller without any intervening endorsement.

     3.  CONDITION OF TITLE AND PROPERTY.

          3.1. TITLE SUBJECT TO. Seller shall convey the Premises to Buyer (or
to a nominee of Buyer, which nominee shall be designated in writing by Buyer to
Seller not later than ten (10) days prior to the Closing) by quitclaim deed (the
"DEED"), conveying good and clear record and marketable title, free from
encumbrances, except the following and any Title Defects (as defined in Section
3.5) to which Buyer has waived its rights (collectively the "PERMITTED
ENCUMBRANCES"):

          (a) Any state of facts that would be disclosed by an accurate survey;

          (b) Covenants, restrictions, easements, reservations and agreements of
record;

          (c) Building and zoning restrictions, ordinances, and regulations
affecting the Premises adopted by the city, town or village in which the
Premises lies or by any other governmental authority having jurisdiction
thereof, and all amendments or additions thereto now or which will be in force
and effect on the Closing Date, or any extension thereof;

          (d) Any and all assessments for municipal betterments becoming liens
subsequent to the date hereof; and

          (e) All real and personal property taxes, water charges and sewer
rents, which are not due and payable as of the date of the Closing.

          3.2. REGISTERED TITLE. If title to all or a portion of the Premises is
registered, the Deed shall be in a form sufficient to entitle Buyer to a
certificate of title to all or such portion of the Premises, and Seller shall
deliver with the Deed all instruments, if any, necessary to enable Buyer to
obtain such certificate of title.

          3.3. MASSACHUSETTS CONVEYANCING STANDARDS. Title matters shall be
governed by customary Massachusetts title standards or practices, to the extent
the same are applicable.

          3.4. CONDITION OF PROPERTY. The Property is to be purchased and sold
in its "as is" condition as of the date of this Agreement, reasonable wear and
tear excepted, without representation or warranty by Seller, and free of all
claims of and possession by tenants and

                                       2


<PAGE>   3

occupants. Buyer hereby expressly agrees that the Due Diligence Period set forth
in Section 6 below will afford Buyer sufficient access to the Property and
opportunity to conduct such physical inspections of the Property as Buyer
desires. Buyer acknowledges and agrees that, except as expressly set forth in
this Agreement, no representations or warranties have been made or are made by
Seller or by any officer, person, firm, agent or representative acting or
purporting to act on behalf of Seller, as to the condition or repair of the
Property, fitness of the Property for any particular purpose, compliance of the
Property with any laws, or the value, expense of operating, or income potential
of the Property, or as to any other fact or condition which has or might affect
the Property or the condition, repair, fitness for a particular purpose,
compliance with laws, value, expense of operation or income potential of the
Property or any portion thereof. The provisions of this Section shall survive
indefinitely, including the Closing and delivery of the Deed, or earlier
termination of this Agreement.

          3.5. BUYER'S TITLE REVIEW PERIOD. Buyer shall order, at its sole cost
and expense, an owner's title insurance commitment to insure fee simple title to
the Premises. If the title insurance commitment indicates the existence of any
liens or encumbrances, which would impair the title or Buyer's intended use of
the Premises for light manufacturing purposes (collectively the "TITLE DEFECTS")
then Buyer shall give written notice thereof to Seller and provide Seller with a
copy of the title insurance commitment and document creating the Title Defect on
or before 5:00 p.m. on the date which is forty-five (45) days from the date
hereof ("BUYER'S TITLE NOTICE"). Buyer waives any right to object to any liens
or encumbrances that are not set forth in Buyer's Title Notice unless such lien
or encumbrance first appears of record after the date of Buyer's title insurance
commitment, in which event it shall be considered a Title Defect to which Buyer
has not waived its rights. Seller shall use reasonable efforts to cure all Title
Defects other than those listed in Section 3.1 above, before the Closing Date,
as such date may be extended in accordance with Section 3.6 below, provided
however that in no event shall Seller be obligated to spend in excess of
$25,000.00 to cure Title Defects. Notwithstanding and in addition to the
foregoing $25,000.00 limitation on Seller's Title Defect cure obligations,
Seller shall satisfy mortgages, mechanics liens and voluntary liens and any
involuntary liens which exist as of the date hereof and any involuntary liens
which arise after the effective date of Buyer's title insurance commitment.

          3.6. EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM. In the event
that Seller is unable to eliminate all Title Defects to which Buyer has not
waived its rights, or is unable to arrange for title insurance satisfactory to
Buyer over such matters, or shall fail to deliver possession of the Property in
accordance with the terms, conditions and provisions contained in this
Agreement, Seller may by written notice to the Buyer, delivered at or before the
time for performance hereunder, extend the time for performance hereof for a
period of thirty (30) days.

          3.7. FAILURE TO PERFECT TITLE OR MAKE PROPERTY CONFORM. If, at the
Closing or the expiration of the extended time as provided in Section 3.6 hereof
(if any), Seller shall have failed to remove any Title Defects, deliver
possession, satisfy the Seller's obligations or make the Property conform, as
the case may be, all as herein agreed, the sole liability and obligation of the
Seller at law or in equity shall be to return the Deposit (along with any
interest which accrued under the escrow account) and all other obligations of
all parties hereto shall cease, except for

                                       3


<PAGE>   4


those obligations which specifically survive the Closing or earlier termination
of this Agreement, and this Agreement shall terminate and be void, without
recourse by the parties hereto.

          3.8. BUYER'S ELECTION TO ACCEPT THE PROPERTY, TITLE. Buyer shall have
the election, at either the original or any extended time for performance, to
accept such title as Seller can deliver and such performance as Seller has
achieved and to accept the Property in its then condition and to pay therefor
the Purchase Price without deduction, in which case Seller shall convey such
title, except that in the event of such conveyance in accordance with the
provisions of this Section, if the Property shall have been damaged by fire or
casualty insured against, then Seller shall, unless Seller has previously
restored the Property to their former condition, (a) pay over or assign to the
Buyer, on delivery of the Deed, all amounts recovered or recoverable on account
of any available insurance, less any amounts reasonably expended by the Seller
for any partial restoration (provided Seller has obtained Buyer's reasonable
approval of said restorations), or (b) if a holder of a mortgage on the Premises
shall not permit the insurance proceeds or a part thereof to be used to restore
the Premises to their former condition or to be so paid over or assigned, give
Buyer a credit against the Purchase Price at the Closing equal to the amount so
recovered or recoverable and retained by the holder of the mortgage less any
amounts expended by Seller for any partial restoration (provided Seller has
obtained Buyer's reasonable approval of said restorations).

          3.9. QUALITY OF TITLE. Title to the Premises shall be deemed to be
satisfactory and in compliance with the provisions of Section 3.1 hereof and
with other applicable provisions of this Agreement if a nationally-recognized
title insurance company is willing to issue to the Buyer, upon delivery from
Seller to Buyer of the Deed contemplated by this Agreement and upon recordation
of such Deed, at normal title insurance premium rates, an owner's title
insurance policy (on the then-current ALTA form) insuring fee title in the
Buyer, free from all exceptions other than standard preprinted exclusions from
coverage (except with the standard survey exception deleted if Buyer obtains a
survey and with the standard exceptions for parties in possession and mechanics
liens deleted based upon affidavits of Seller), and those permitted by Section
3.1 hereunder.

          3.10. ACCEPTANCE OF DEED. The acceptance of the Deed by the Buyer
shall be deemed to be a full performance and discharge of every agreement and
obligation herein contained or expressed, except such as are, by the terms
hereof, to be performed after the delivery of the Deed.

          3.11. USE OF PURCHASE MONEY TO CLEAR TITLE. To enable the Seller to
convey the Premises as herein provided, the Seller may, at the time of the
delivery of the Deed, use the purchase money or any portion thereof to clear the
title of any or all encumbrances or interests, provided that all instruments so
procured are recorded simultaneously with the delivery of the Deed.

     4.  BUYER'S FAILURE TO PERFORM.  If Buyer shall fail or refuse to perform
any obligations hereunder, Seller shall retain the Deposit, along with any
interest which may have accrued under the escrow account, as liquidated damages
as its sole and exclusive remedy at law or in equity, it being agreed that
Seller's damages are impossible to ascertain. Buyer and Seller shall thereafter
be released from further liability hereunder, except for those obligations, if
any,

                                       4


<PAGE>   5


which expressly survive the Closing or earlier termination of this Agreement
including, without limitation, the obligations of Buyer described in Section 6
hereof.

     5.  DELIVERY OF RECORDS.  If Seller has not already done so, Seller shall
deliver to Buyer, not later than five (5) days after execution of this
Agreement, copies of all plans, drawings, specifications and surveys of the
Premises, maintenance and service contracts and inspection, environmental and
other reports relating to the Premises, including the environmental reports
listed on EXHIBIT B attached hereto (collectively, the "ENVIRONMENTAL REPORTS"),
which, to the best of Seller's knowledge, exist and are in its possession or
under its control (collectively, the "RECORDS").

     6.  BUYER'S DUE DILIGENCE PERIOD.  Buyer and its duly licensed agents and
engineers shall have the right, from and after the date of this Agreement, until
5:00 p.m. on the date which is forty-five (45) days from the date hereof, or the
earlier termination of this Agreement (the "DUE DILIGENCE PERIOD"), to enter
upon the Premises to perform, at Buyer's sole cost and expense, tests,
inspections and investigations of the Property including but not limited to
surveys, environmental studies and examination of all structural and mechanical
systems, a review of the Records and an analysis of applicable zoning laws to
determine compliance of the Property with such laws for Buyer's intended use of
the Property. If Buyer wishes to engage in any engineering investigations which
will damage or disturb any portion of the Premises, Buyer shall obtain Seller's
prior consent thereto, which shall not be unreasonably withheld. Buyer hereby
agrees to indemnify Seller against any and all claims, liabilities or penalties
on account of or based upon any injury to any person or loss of or damage to any
property arising out of or in connection with Buyer's entry onto the Premises
for the performance of such due diligence investigations (except if the injury,
loss or damage is directly attributable to an existing condition or some
negligent act or omission of Seller), and Buyer agrees to promptly restore the
Premises, at Buyer's sole cost and expense, to substantially its condition
before Buyer's entry onto the Premises. The provisions to this paragraph shall
survive the Closing or earlier termination of this Agreement.

     Buyer shall maintain, at Buyer's expense, a policy of commercial general
liability insurance, with a broad-form contractual liability endorsement
covering Buyer's indemnification obligations under this Agreement, with a
combined single limit of not less that $2,000,000 per occurrence for bodily
injury and property damage, insuring Buyer and Seller as additional insured
against any injuries or damages to persons or property that may result from or
are related to (i) Buyer's and/or Buyer's agents or contractors entry upon the
Premises, (ii) any investigations or other activities conducted thereon, and
(iii) any and all other activities undertaken by Buyer and/or Buyer's
representatives, all of which insurance shall be on an "occurrence form" and
otherwise in such forms and with an insurance company acceptable to Seller, and
deliver a certificate of such insurance policy to Seller prior to the first
entry on the Premises;

     If Buyer is dissatisfied, in its sole discretion, with its tests,
inspections and investigations, Buyer may, upon written notice to Seller, elect
to terminate this Agreement, provided such notice is delivered on or before 5:00
p.m. on the last day of the Due Diligence Period and, with respect to a
termination due to environmental conditions, such notice is accompanied by a
written report

                                       5

<PAGE>   6

documenting Buyer's determination prepared by an engineer licensed as a licensed
site professional. Any matter or issue discovered by Buyer during the Due
Diligence Period shall be disclosed to Seller who shall comply with any
notification requirement relating thereto. In the event Buyer elects to
terminate this Agreement in accordance with this Section 6, the Deposit shall be
refunded to Buyer, along with any interest which accrued thereunder, and
thereafter all other obligations of the parties hereto shall cease (excluding
those obligations which expressly survive the Closing or earlier termination of
this Agreement). If Buyer fails to deliver written notice terminating this
Agreement and any accompanying material required by this Section 6 on or before
5:00 p.m. on the last day of the Due Diligence Period in accordance herewith,
Buyer shall be deemed to have waived its right to terminate the Agreement under
this Section 6.

     7.  THE CLOSING.

          7.1. CLOSING DATE. The closing of the purchase and sale of the
Premises contemplated hereunder (the "CLOSING") shall be held at the offices of
Palmer & Dodge LLP, One Beacon Street, Boston, Massachusetts (or another
location agreed to in writing by Buyer and Seller), on the date which is fifteen
(15) days after the end of the Due Diligence Period, unless otherwise agreed to
by the parties hereto (the "CLOSING DATE").

          7.2. DOCUMENTS OF TRANSFER. The Premises shall be conveyed and
transferred on the Closing Date, as the same may be extended in accordance with
the terms of this Agreement, to Buyer, or to a nominee of Buyer, pursuant to the
following documents of transfer:

          (a) PREMISES. Seller shall convey title to the Premises to Buyer by
the Deed as defined in Section 3.1, which shall conform to customary
Massachusetts conveyancing standards and shall be in a form reasonably
satisfactory to Buyer's title insurance company.

          (b) PERSONALTY. Seller shall convey title to the Personalty to Buyer
by a bill of sale in form and substance satisfactory to Buyer and Seller,
together with an assignment to Buyer of any guarantees and warranties benefiting
the Personalty.

          (c) TITLE DOCUMENTS. Seller shall deliver a certificate of non-foreign
status, a parties-in-possession and mechanics' lien affidavit, and such other
certificates as are customary and are reasonably required by Buyer's title
insurance company.

          (d) AUTHORITY DOCUMENTS. Seller shall deliver such legal existence
certificates, clerk's certificates and corporate votes as may be necessary to
provide evidence of Seller's authority to execute and deliver the Deed.

     7.3.  APPORTIONMENT AND ADJUSTMENT.  On the Closing Date, Buyer and Seller
shall apportion, adjust and prorate the following items in the manner
hereinafter set forth:

          (a) TAXES AND OPERATING EXPENSES. All real estate taxes, charges and
assessments affecting the Premises ("TAXES"), all charges for water,
electricity, sewer rental, gas, telephone and all other utilities ("OPERATING
EXPENSES"), shall be prorated on a per diem basis as of the date of Closing. If
any Taxes have not been finally assessed as of the date of Closing for the
current fiscal year of the taxing authority, then the same shall be adjusted at
Closing based upon the most recently issued bills therefor, and shall be
re-adjusted when and if final bills are


                                       6

<PAGE>   7


issued. If any Operating Expenses cannot conclusively be determined as of the
date of Closing, then the same shall be adjusted at Closing based upon the most
recently issued bills thus far and shall be re-adjusted within one hundred
twenty (120) days after the end of the calendar year in which the Closing occurs
after final Operating Expenses are determined. Buyer hereby agrees to assume all
non-delinquent assessments affecting the Premises, whether special or general.

          (b) CLOSING PAYMENTS. On the Closing Date, Seller shall each pay the
cost of all deed stamps, transfer taxes and conveyance fees. On the Closing
Date, Seller shall pay the cost of all recording fees attributable to title
clearing documents and any other costs or fees incurred by Seller. On the
Closing Date, Buyer shall pay in immediately available funds all recording or
filing fees in connection with the filing of the Deed; and the costs associated
with any title insurance policies obtained by Buyer, any mortgage application
and financing fees, and any other costs and fees incurred by Buyer including
survey costs.

     The provisions of this Section 7.3 shall survive the Closing.

     8.  BROKERAGE INDEMNIFICATION WARRANTY.  Buyer warrants and represents to
Seller and Seller represents and warrants to Buyer that it has dealt with no
real estate broker, salesperson, finder or other person entitled to a commission
or fee in connection with the negotiation or execution of this Agreement or the
consummation of the transaction contemplated hereby except for CB Richard
Ellis/Whittier Partners and Trammell Crow Company (collectively, the "BROKERS"),
and each agrees to hold the other harmless from and indemnify the other against
all damages, claims, losses and liabilities, including legal fees, incurred by
the other arising out of or resulting from the breach of its representation and
warranty set forth in this Section 8. Seller agrees to pay the Brokers an amount
equal to four percent (4%) of the Purchase Price to be shared equally by the
Brokers, which amount constitutes all brokerage fees and commissions earned by
the Brokers with respect to the transactions contemplated by this Agreement,
provided that this amount shall be paid if and only if Seller delivers and Buyer
accepts the Deed and the full Purchase Price is tendered to Seller. The
representations and warranties of this Section 8 shall survive the Closing or
earlier termination of this Agreement.

     9.  REPRESENTATIONS AND WARRANTIES.

          9.1. SELLER'S REPRESENTATIONS. Seller represents and warrants the
following are true and correct as of the date of this Agreement and shall be
true and correct at the Closing.

          (a) Seller is a corporation duly organized and validly existing in
good standing under the laws of the State of New Jersey, has the legal right,
power and authority to enter into this Agreement and to perform all of its
obligations hereunder, and the execution and delivery of this Agreement and the
performance by Seller of its obligations hereunder: (i) have been duly
authorized by all requisite corporate action, and (ii) will not conflict with,
or result in a breach of, any of the terms and provisions of any law,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over Seller or the Premises, or any
agreement or instrument to which Seller is a party or by which it is bound which
would have an adverse effect upon this Agreement or the Premises.


                                       7

<PAGE>   8


          (b) To the best of Seller's knowledge there is no litigation or
proceeding pending or threatened, which would prevent Seller from complying with
any of its obligations under this Agreement.

          (c) Seller has not been adjudicated insolvent or bankrupt, or
petitioned or applied to any tribunal for the appointment of any receiver or
trustee; nor has Seller commenced any proceeding relative to the reorganization,
dissolution or liquidation of Seller.

          (d) Seller has not received any notice of any moratorium, condemnation
proceeding or proceedings or agreement in the nature of eminent domain or for
the dedication of any part of the Premises to any public or quasi-public agency
("Taking") in connection with the Premises; and to the best knowledge of Seller,
no such proceeding or agreement is contemplated.

          (e) To the best of Seller's knowledge, there are no assessments or
special assessments (including, without limitation, assessments for municipal
improvements) filed, pending or proposed against the Property or any portion
thereof, including, without limitation, any street improvement or special
district assessments.

          (f) To the best of Seller's knowledge, no part of the Premises has
been used as a cemetery or burial ground.

          (g) Seller has not received any notice that any default or breach
exists under any covenant, condition, restriction, right of way, easement or
other encumbrance affecting any part of the Premises and has no knowledge of any
fact or condition which would constitute such default or breach.

          (h) There is not now pending, nor to the best knowledge of Seller has
there been threatened, any action, suit, or proceeding against or affecting
Seller or the Premises before or by any federal or state court, commission,
regulatory body, administrative agency or other governmental body, domestic or
foreign, wherein an unfavorable ruling, decision or finding may reasonably be
expected to have a material adverse affect on the Premises (including the use
and development of the Premises for multi-family residential purposes), or would
interfere with Buyer's or Seller's ability to consummate the transactions
contemplated by this Agreement or would in any case or in the aggregate have a
material adverse affect, financial or otherwise, on the business or affairs of
Seller.

          (i) Seller is not a "foreign person", as defined under Internal
Revenue Code Section 1445.

          (j) There are no management service, supply, maintenance or other
contracts with respect to or affecting the Premises and which would be binding
upon Buyer or the Property after the Closing.

          (k) To Seller's actual knowledge, there are no underground storage
tanks in, on, under or about the Premises.

          (l) Seller has not entered into any presently effective contracts or
contracts regarding the sale, conveyance, transfer or disposition of the
Property (except for the within

                                       8

<PAGE>   9


Agreement). Seller has not granted to anyone and no one possesses any option to
purchase or right of first refusal to purchase the Property. Seller has not
entered into any occupancy contract, leases or the like with respect to the
Property and no one has any right to use or occupy the Property.

          9.2. BUYER'S REPRESENTATIONS. Buyer represents and warrants the
following are true and correct on the date of this Agreement and shall be true
and correct at the Closing.

          (a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of Delaware, is qualified to do business in The
Commonwealth of Massachusetts and has the legal right, power and authority to
enter into this Agreement and to perform all of its obligations hereunder, and
the execution and delivery of this Agreement and the performance by Buyer of its
obligations hereunder: (i) have been duly authorized by all requisite corporate
action, and (ii) will not conflict with, or result in a breach of, any of the
terms and provisions of any law, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over Buyer,
or any agreement or instrument to which Buyer is a party or by which it is bound
which would have an adverse effect upon this Agreement.

          (b) To the best of Buyer's knowledge there is no litigation or
proceeding pending or threatened, which would prevent Buyer from complying with
any of its obligations under this Agreement.

          (c) Buyer has not been adjudicated insolvent or bankrupt, or
petitioned or applied to any tribunal for the appointment of any receiver or
trustee; nor has Buyer commenced any proceeding relative to the reorganization,
dissolution or liquidation of Buyer.

          9.3. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except as otherwise
provided herein, all of Seller's and Buyer's warranties, covenants and
representations made in this Agreement shall survive delivery of the Deed for a
period of sixty (60) days and it shall be a condition of the obligation of
either party to close under this Agreement that all warranties and
representations made by the other are true both as of the date hereof and as of
the Closing in all material respects.

          9.4. NO OTHER REPRESENTATIONS. Neither Buyer nor Seller shall be
liable or bound for any verbal or written statements, representation, or
information pertaining to the Premises furnished by any real estate broker,
agent, employee, servant, or any other person, unless the same are specifically
set forth herein. All oral or written prior statements, representations, or
promises, if any, and all prior negotiations and agreements are superseded by
this Agreement and merged herein.

     10.  NOTICES.  Unless and until changed by written notice as provided
herein, all notices, demands and requests which may or are required to be given
by either party to the other shall be in writing, and shall be sent by (i)
personal delivery, (ii) reputable overnight carrier or (iii) United States
registered or certified mail, postage prepaid, return receipt requested, to the
addresses set forth below:

                                       9

<PAGE>   10


     To Seller:                                To Buyer:
     C. R. Bard, Inc.                          Alpha Industries, Inc.
     730 Central Avenue                        20 Sylvan Road
     Murray Hill, NJ 07974                     Woburn, MA 01801
     Attention:  John R. Myers, Esq.           Attention:  James Nemiah, Esq.
       Associate General Counsel                           General Counsel

     WITH A COPY TO:                           WITH A COPY TO:

     Palmer & Dodge LLP                        Riemer & Braunstein LLP
     One Beacon Street                         7 New England Executive Park
     Boston, MA 02108-3190                     Burlington, MA  01803
     Attention:  Francesco A. De Vito, Esq.    Attention:  Mark T. Vaughan, Esq.

     To Escrow Agent:  Trammell Crow Company
                       125 High Street
                       Boston, MA 02110
                       Attention:  Michael P. Dalton

     All notices, demands and requests which shall be served upon either party
in the manner aforesaid shall be deemed sufficiently served or given for all
purposes hereunder at the times such notice, demand or request shall be duly
mailed to the other party, or if personally delivered or sent by telecopier or
reputable overnight carrier, upon receipt.

     11.  AUTHORITY.  Buyer and Seller represent and warrant to each other that
each has the requisite authority to enter into this Agreement and that upon
execution by both Buyer and Seller, this Agreement shall be binding upon Buyer
and Seller.

     12.  CONFIDENTIALITY.  Buyer agrees to keep confidential and not to use,
other than in connection with its determination whether to proceed with the
purchase of the Premises and its financing thereof, any of the Records or other
documents, material or information regarding the Premises supplied to Buyer by
Seller or by any third party at Seller's request, including, without limitation,
the Environmental Reports furnished to Buyer, and Buyer shall not disclose the
Records or such other documents, materials or information to any persons other
than to Buyer's consultants on a "need to know" basis, and then only upon making
such persons aware of the confidentiality restrictions and procuring the
agreement of such persons to abide by this confidentiality obligation, unless
Buyer is compelled to disclose the Records or such other documents, material or
information by law or by subpoena. Buyer agrees to indemnify and hold harmless
Seller from and against any and all losses, damages, claims and liabilities of
any kind (including, without limitation, reasonable attorneys' fees) arising out
of Buyer's breach of this Section 13. In the event that the Closing does not
occur in accordance with the terms of this Agreement, Buyer shall return
promptly to Seller all of the Records and the documents, material or information
regarding the Premises supplied to Buyer by Seller at no cost or expense to
Seller. The provisions of this Section 12 shall survive indefinitely, including
the termination of this Agreement, but shall no longer be applicable following
Closing in accordance with the terms of this Agreement.

                                       10

<PAGE>   11


     13.  DEPOSIT.  The Deposit shall be delivered to Trammell Crow Company, as
escrow agent (the "ESCROW AGENT"), in accordance with Section 2 hereof. The
Deposit shall be held by the Escrow Agent in a federally-insured, interest
bearing escrow account. The Deposit shall be paid to Seller at Closing, and
shall be nonrefundable, except in the event of a default by Seller hereunder or
a cancellation of this Agreement by Buyer in accordance with the provisions of
this Agreement. The duties of the Escrow Agent and the rights and obligations of
Buyer and Seller with respect to the Escrow Agent are as set forth in that
certain Escrow Agreement of even date herewith in the form of EXHIBIT C hereto.

     14.  Miscellaneous.

          (a) This Agreement shall not be altered, amended, changed, waived,
terminated or otherwise modified in any respect or particular unless the same
shall be in the writing and signed by or on behalf of the party to be charged
therewith.

          (b) This Agreement shall be interpreted and enforced in accordance
with the laws of The Commonwealth of Massachusetts. If any provisions of this
Agreement shall be unenforceable or invalid, the same shall not affect the
remaining provisions of this Agreement and to this end the provisions of this
Agreement are intended to be and shall be severable.

          (c) Except as otherwise provided in this Agreement, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
to their respective heirs, executors, administrators, successors and assigns.

          (d) All prior understandings and agreements between the parties are
merged in this Agreement which alone fully and completely expresses the
agreement between them, and which is entered into after full investigation,
neither party relying upon any statement or representation made by the other not
embodied in this Agreement, and without regard to or aid of canons requiring
construction against the grantor, Seller or party drawing this Agreement.

          (e) This Agreement shall not be recorded by Buyer and any recordation
or attempted recordation by Buyer hereof shall be void and shall constitute a
default by Buyer hereunder.

          (f) No failure or delay of either party in the exercise of any right
given to such party hereunder or the waiver by any party of any condition
hereunder for its benefit shall constitute a waiver of any other or further
right nor shall any single or partial exercise of any right preclude other or
further exercise thereof or any other right. The waiver of any breach hereunder
shall not be deemed to be a waiver of any other or any subsequent breach hereof.

          (g) Each party hereto shall from time to time exercise, acknowledge
and deliver such further instruments and perform such additional acts as the
other party may reasonably request to effectuate the intent of this Agreement.

          (h) Each of the exhibits and schedules referred to herein and attached
hereto is incorporated herein by this reference.

                                       11

<PAGE>   12


          (i) If suit or action is filed to interpret or enforce this Agreement,
the prevailing party shall be entitled to be awarded its reasonable attorneys'
fees in addition to other costs and disbursements allowed by law, including the
same with respect to an appeal.

          (j) This Agreement may be executed and delivered in any number of
counterparts, each of which so executed and delivered shall be deemed to be an
original and all of which shall constitute one and the same instrument.

     15.  PERFORMANCE.  Time is of the essence of this Agreement. If any outside
date for the performance of any obligation or giving of any notice under this
Agreement shall occur on a weekend or legal holiday, then the date for such
performance or notice shall be extended until the next succeeding business day.





                                       12



<PAGE>   13


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                       SELLER:

                                       C. R. BARD, INC.

Taxpayer ID#  22-1454160

                                       By: /s/ Nadia C. Adler
                                          -------------------------------------
                                           Name:  NADIA C. ADLER
                                           Title:  Vice President



                                        BUYER:

                                        ALPHA INDUSTRIES, INC.

Taxpayer ID#  04-2302115

                                         By: /s/ James C. Nemiah
                                            -----------------------------------
                                             Name:  JAMES C. NEMIAH
                                             Title:  Corporate Counsel


                                       13



<PAGE>   14


                                    EXHIBIT A
                                    ---------

                              PROPERTY DESCRIPTION

A certain parcel of land and improvements thereon situated in Haverhill, Essex
County, Massachusetts, shown as Lot 4B on the plan referred to below and bounded
and described according to said plan as follows:

Beginning at the Southwest corner of Lot 4B at Computer Drive and thence running
N12(degree)-22'-40"E 49.63 feet;

thence running along a curve to the left with a radius of 1030.00 feet, 327.66
feet;

thence running N05(degree)-50'-56"W 282.90 feet;

thence running along a curve to the right with a radius of 470.00 feet, 424.55
feet;

thence running N45(degree)-54'-24"E 750.93 feet;

thence running on a curve to the right with a radius of 470.00 feet, 301.39
feet;

thence running N82(degree)-38'-51"E 101.81 feet;

thence running along a curve to the right with a radius of 45.02 feet, 70.72
feet;

thence running S78(degree)-42'-31"W 200.00 feet;

thence running S33(degree)-02'-04"W 341.43 feet;

thence running S18(degree)-07'-11"E 165.00 feet;

thence running S48(degree)-07'-11"E 130.00 feet;

thence running S84(degree)-00'-37"E 154.13 feet;

thence running S35(degree)-44'-09"E 768.65 feet;

thence running S68(degree)-18'-23"W 507.90 feet;

thence running S27(degree)-00'-01"E 449.46 feet;

thence running S28(degree)-55'-24"W 228.00 feet;

thence running along a curve to the right with a radius of 191.00 feet, 196.02
feet;

thence running S87(degree)-43'-30"W 189.17 feet;

thence running along a curve to the left with a radius of 283.00 feet, 243.59
feet;


<PAGE>   15


thence running N29(degree)-43'-52"W 568.48 feet;

thence running N78(degree)-37'-37'W 252.30 feet; to the point of beginning.

     Lot 4B contains approximately 1,808,136 square feet of land according to a
plan entitled "PLAN OF LAND IN HAVERHILL, MASS" dated May, 1987, prepared by
Merrimack Engineering Services, 66 Park Street, Andover, Massachusetts 01810
(the "Plan"), recorded as Plan No. ______.

     Together with any right Grantor may have of access to Lot 4B on Computer
Drive and any other rights Grantor may have in Computer Drive, in common with
Grantor, Computer Drive having been conveyed to the City of Haverhill by Grantor
by deed dated December 2, 1985 and recorded with the Essex South District
Registry of Deeds at Book 8167, Page 594, and subject to and together with the
benefit of rights, restrictions, easements and agreements of record, whether
imposed prior to or during the period of Grantor's ownership of the property.





                                       2


<PAGE>   16


                                    EXHIBIT B
                                    ---------

                              Environmental Reports
                              ---------------------

Site Assessment Relative to Oil and Hazardous Material, Lot 4 Computer Drive,
Haverhill Technology Park, Haverhill, MA June 1987 prepared by The BSC Group,
Inc.





<PAGE>   17

                                ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this "AGREEMENT") is entered into this 27th day of
July, 2000, by and among C.R. Bard, Inc. (the "SELLER"), Alpha Industries,
Inc. (the "BUYER") and Trammell Crow Company (the "ESCROW AGENT").

                                    RECITALS

     Seller and Buyer have entered into a Purchase and Sale Agreement dated as
of July 27, 2000 (the "PURCHASE AGREEMENT") for the purchase of certain
Property (as defined in the Purchase Agreement);

     Seller and Buyer desire the Escrow Agent to serve as escrow agent in
connection with the Purchase Agreement; and

     The Escrow Agent is willing to administer the escrow under the terms and
conditions of this Agreement.

                                   AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     1.  There is herewith deposited with the Escrow Agent the amount of
$300,000.00 (such amount, together with all interest earned thereon, shall be
referred to herein as the "DEPOSIT"), receipt of which deposit is hereby
acknowledged by the Escrow Agent. The Deposit shall be held by the Escrow Agent
in a federally-insured, interest bearing escrow account. The Deposit shall be
paid to Seller at Closing or otherwise in accordance with Section 4 of the
Purchase Agreement, and shall be nonrefundable, except in the event of a default
by Seller under the Purchase Agreement or a cancellation of the Purchase
Agreement by Buyer in accordance with the provisions of the Purchase Agreement.

     2.  The Escrow Agent shall be obligated to perform only such duties as are
specifically set forth in this Agreement and shall not be liable for any act
done or step taken or omitted by it in good faith, or for any mistake of fact or
law, or for anything which it may do or refrain from doing in connection
herewith, except for actions taken in bad faith or in a grossly negligent
manner. In the event of a disagreement between Buyer and Seller, the Escrow
Agent shall be entitled in its sole discretion to refuse to comply with any
claims or demands on it with respect to the funds held by it until such matter
is resolved, and in so refusing such Escrow Agent shall make no delivery or
other disposition thereof and shall not be or become liable in any way to the
other parties hereto for its failure or refusal to comply with such claims or
demands. The parties hereto hereby agree not to make any claim or institute any
legal proceeding against the Escrow Agent, and agree to indemnify, defend and
hold Escrow Agent harmless against any claim or liability, arising out of this
Agreement, the Purchase Agreement or resulting from the Escrow Agent's
performance of its obligations under this Agreement, except such claims as may
arise from Escrow Agent's action taken in bad faith or in a grossly negligent
manner. Without limiting the generality of the foregoing, the Escrow Agent may
conclusively


<PAGE>   18
rely and shall be protected in acting or refraining from acting in reliance
upon an opinion of independent counsel selected by the Escrow Agent or upon any
order, notice, instruction, certificate, request or other document or
endorsement thereon believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Escrow Agent shall not be bound by
any modification of this Agreement unless such modification is in writing and
signed by Buyer, Seller and Escrow Agent.

     3.  If a controversy arises between any of the parties hereto, or between
any person not a party hereto and any of the parties hereto, as to whether or
not or to whom the Escrow Agent shall deliver all or any portion of the Deposit,
or in the event that the Escrow Agent shall be uncertain as to its duties or
rights hereunder or shall receive instructions with respect to the Deposit which
in its opinion are in conflict with any of the provisions of this Agreement, the
Escrow Agent shall refrain from taking any action other than to keep safely the
Deposit until it shall have been directed otherwise by a writing signed by the
parties hereto or by final order of a court of competent jurisdiction. The
Escrow Agent shall not be responsible in any manner whatsoever for any failure
or inability of Buyer or Seller to honor or comply with any provisions of this
Agreement.

     4.  The Escrow Agent may resign at any time upon not less than ten (10)
days' prior written notice to Buyer and Seller, provided that a successor Escrow
Agent shall have been appointed prior to the effective date of such resignation.
If a successor Escrow Agent shall not have been appointed by Buyer and Seller
within seven (7) days after the giving of such notice of resignation, the
resigning Escrow Agent may (i) itself appoint as successor Escrow Agent any bank
or trust company having a principal place of business in the City of Boston,
(ii) petition any court of competent jurisdiction for the appointment of a
successor Escrow Agent or (iii) deposit all funds and documents held by the
Escrow Agent with any court of competent jurisdiction. Every successor Escrow
Agent appointed hereunder shall execute and deliver to Buyer, Seller and the
resigning Escrow Agent an instrument accepting such appointment, and thereupon
(or upon such deposit of funds and documents with a court of competent
jurisdiction) such resignation shall become effective and the successor Escrow
Agent, without further act or execution of any further document, shall become
vested with all the rights, powers and duties of the resigning Escrow Agent.
Upon transfer of all funds and documents held by the Escrow Agent to such
successor Escrow Agent, or the deposit thereof with a court of competent
jurisdiction, the resigning Escrow Agent shall be relieved of all further
responsibilities.

     5.  This Agreement shall not be altered, amended, changed, waived,
terminated or otherwise modified in any respect or particular unless the same
shall be in the writing and signed by or on behalf of the party to be charged
therewith. This Agreement shall be interpreted and enforced in accordance with
the laws of The Commonwealth of Massachusetts. If any provisions of this
Agreement shall be unenforceable or invalid, the same shall not affect the
remaining provisions of this Agreement and to this end the provisions of this
Agreement are intended to be and shall be severable. This Agreement may be
executed and delivered in any number of counterparts, each of which so executed
and delivered shall be deemed to be an original and all of which shall
constitute one and the same instrument. Notices delivered hereunder shall be
given in the manner and to the addresses as described in Section 10 of the
Purchase and Sale Agreement.

                                       2

<PAGE>   19


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                       SELLER:

                                       C. R. BARD, INC.

Taxpayer ID#  22-1454160

                                       By: /s/ Nadia C. Adler
                                          -------------------------------------
                                           Name:  NADIA C. ADLER
                                           Title:  Vice President



                                        BUYER:

                                        ALPHA INDUSTRIES, INC.

Taxpayer ID#  04-2302115

                                         By: /s/ James C. Nemiah
                                            -----------------------------------
                                             Name:  JAMES C. NEMIAH
                                             Title:  Corporate Counsel


                                         ESCROW AGENT:

                                         TRAMMELL CROW COMPANY



                                          By: /s/ Michael P. Dalton
                                             ----------------------------------
                                              Name:  MICHAEL P. DALTON
                                              Title:  Senior Associate





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>3
<FILENAME>b37183alex27-1.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ALPHA INDUSTRIES, INC. AND SUBSIDIARIES AS OF AND FOR
THE SIX MONTHS ENDED OCTOBER 1, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-01-2001
<PERIOD-START>                             APR-03-2000
<PERIOD-END>                               OCT-01-2000
<CASH>                                          22,981
<SECURITIES>                                   110,188
<RECEIVABLES>                                   51,128
<ALLOWANCES>                                       951
<INVENTORY>                                     16,036
<CURRENT-ASSETS>                               212,957
<PP&E>                                         170,184
<DEPRECIATION>                                  74,201
<TOTAL-ASSETS>                                 311,151
<CURRENT-LIABILITIES>                           31,779
<BONDS>                                            396
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        10,744
<OTHER-SE>                                     262,818
<TOTAL-LIABILITY-AND-EQUITY>                   311,151
<SALES>                                        138,889
<TOTAL-REVENUES>                               138,889
<CGS>                                           75,604
<TOTAL-COSTS>                                  114,840
<OTHER-EXPENSES>                                   309
<LOSS-PROVISION>                                   205
<INTEREST-EXPENSE>                             (4,150)
<INCOME-PRETAX>                                 27,890
<INCOME-TAX>                                     9,482
<INCOME-CONTINUING>                             18,408
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,408
<EPS-BASIC>                                       0.43
<EPS-DILUTED>                                     0.41


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.2
<SEQUENCE>4
<FILENAME>b37183alex27-2.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ALPHA INDUSTRIES, INC. AND SUBSIDIARIES AS OF AND FOR
THE SIX MONTHS ENDED SEPTEMBER 26, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
THIS SCHEDULE HAS BEEN UPDATED TO REFLECT THE ACQUISITION OF NETWORK DEVICE,
INC., ON APRIL 24,2000.
</LEGEND>
<RESTATED>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-02-2000
<PERIOD-START>                             MAR-29-1999
<PERIOD-END>                               SEP-26-1999
<CASH>                                          22,017
<SECURITIES>                                   114,927
<RECEIVABLES>                                   29,019
<ALLOWANCES>                                       789
<INVENTORY>                                      9,195
<CURRENT-ASSETS>                               181,963
<PP&E>                                         124,730
<DEPRECIATION>                                  67,546
<TOTAL-ASSETS>                                 240,844
<CURRENT-LIABILITIES>                           19,591
<BONDS>                                          2,044
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        10,425
<OTHER-SE>                                     205,219
<TOTAL-LIABILITY-AND-EQUITY>                   240,844
<SALES>                                         80,574
<TOTAL-REVENUES>                                80,574
<CGS>                                           45,542
<TOTAL-COSTS>                                   70,608
<OTHER-EXPENSES>                                   246
<LOSS-PROVISION>                                   155
<INTEREST-EXPENSE>                             (2,207)
<INCOME-PRETAX>                                 11,927
<INCOME-TAX>                                     4,295
<INCOME-CONTINUING>                              7,632
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,632
<EPS-BASIC>                                       0.20
<EPS-DILUTED>                                     0.19


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
