-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950135-01-501749.txt : 20010627
<SEC-HEADER>0000950135-01-501749.hdr.sgml : 20010627
ACCESSION NUMBER:		0000950135-01-501749
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010626
EFFECTIVENESS DATE:		20010626

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALPHA INDUSTRIES INC
		CENTRAL INDEX KEY:			0000004127
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				042302115
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0328

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-63818
		FILM NUMBER:		1667124

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

	MAIL ADDRESS:	
		STREET 1:		20 SYLVAN RD
		STREET 2:		20 SYLVAN RD
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>b39794s8s-8.txt
<DESCRIPTION>ALPHA INDUSTRIES,INC
<TEXT>

<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE _____, 2001

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           The Securities Act of 1933

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

                             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 Number)

           20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)


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


               ALPHA INDUSTRIES SAVINGS AND RETIREMENT 401(K) PLAN

                            (Full Title of the Plan)


                        JAMES K. JACOBS, GENERAL COUNSEL
                             ALPHA INDUSTRIES, INC.
                   20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
                                 (617) 824-4426
                      (Name, Address and Telephone Number,
                   Including Area Code, of Agent for Service)

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==========================================================================================================
                                                          Proposed         Proposed
                                       Amount             Maximum           Maximum            Amount of
     Title of Each Class of            to Be           Offering Price      Aggregate         Registration
  Securities to Be Registered        Registered        Per Share (1)   Offering Price (1)      Fee (2)
- ----------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>              <C>                 <C>
Common Stock, $ .25 par  value    200,000 Shares (2)    $ 22.33          $ 4,466,000         $ 1,116.25
==========================================================================================================
</TABLE>

(1)  The registration fee has been calculated pursuant to Rule 457(c) under the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low reported price of the Common Stock of Alpha Industries, Inc. on the
     Nasdaq National Market on June 20, 2001.

(2)  Such presently indeterminable number of additional shares of Common Stock
     are registered hereunder as may be issued in the event of a merger,
     consolidation, reorganization, recapitalization, stock dividend, stock
     split, stock combination or other similar change in the Common Stock.

================================================================================


Page -1-
<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          April 2, 2000 filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended July 2, 2000, October 1, 2000 and December 31, 2000,
          filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act");

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal year covered by
          the Registrant's Annual Report referred to in (a) above; and

     (d)  The description of the Registrant's Capital Stock contained in the
          Registrant's Restated Certificate of Incorporation filed as Exhibit
          3(a) to the Registrant's Registration Statement on Form S-3
          (Registration No. 33-63857)), as amended by that Certificate of
          Amendment of Restated Certificate of Incorporation dated March 30,
          2000 filed as Exhibit 4(a) to this Registration Statement.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.


Page -2-
<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Tenth of the Registrant's Restated Certificate of Incorporation
eliminates the personal liability of directors to the Registrant or its
stockholders for monetary damages for breaches of their fiduciary duty (subject
to certain exceptions, such as breaches of the duty of loyalty to registrant or
its stockholders), and provides that the Registrant may indemnify its officers
and directors to the full extent permitted by law.

     The Registrant's Amended and Restated By-laws include provisions for
mandatory indemnification of its officers and directors provided certain
conditions are met. Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to indemnify directors, officers, employees or
agents of the corporation in non-derivative suits if such party acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful, as
determined in accordance with the Delaware General Corporation Law. Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits or otherwise.

     The effect of these provisions would be to permit such indemnification by
the Registrant for liabilities arising under the Securities Act of 1933, as
amended, to the extent permitted under such act.

     The Registrant has directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


Page -3-
<PAGE>   4

ITEM 8.        EXHIBITS.

Exhibit
Number         Description
- --------       -----------

  4(a)         Certificate of Amendment of Restated Certificate of Incorporation
               dated March 30, 2000

  4(b)         Specimen Certificate of Common Stock (filed as Exhibit 4(a) to
               the Registrant's Registration Statement on Form S-3 (Registration
               No. 33-63857)). *

  5            Legal Opinion of Testa Hurwitz & Thibeault, LLP

 23(a)         Consent of Testa Hurwitz & Thibeault, LLP (contained in
               Exhibit 5)

 23(b)         Consent of KPMG LLP.

 24            Power of Attorney (included on the signature page of this
               Registration Statement).

- ------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities Act of 1933, as amended, reference is made to documents
     previously filed with the Commission, which are incorporated by reference
     herein.

The undersigned Registrant hereby undertakes that it will submit or has
submitted the Alpha Industries Savings and Retirement 401(K) Plan and any
amendment thereto to the Internal Revenue Service (IRS) in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;


Page -4-
<PAGE>   5

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in this Registration Statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act that are incorporated by reference in the Registration
Statement.

          (2)  That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                               [SIGNATURES FOLLOW]


Page -5-
<PAGE>   6

                                   SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Woburn, Commonwealth of Massachusetts, on June 25,
2001.

                                        ALPHA INDUSTRIES, INC.


                                        By: /s/ David J. Aldrich
                                           -------------------------------
                                           DAVID J. ALDRICH
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER


Page -6-
<PAGE>   7

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David J. Aldrich and Paul E. Vincent, and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

        SIGNATURE                       TITLE                            DATE
        ---------                       -----                            ----

<S>                              <C>                                 <C>
    /s/ Thomas C. Leonard        Chairman of the Board               June 25, 2001
- ------------------------------
    THOMAS C. LEONARD

    /s/ David J. Aldrich         President, Chief Executive          June 25, 2001
- ------------------------------   Officer and Director
    DAVID J. ALDRICH

    /s/ Paul E. Vincent          Chief Financial Officer             June 25, 2001
- ------------------------------   Principal Financial Officer and
    PAUL E. VINCENT              Principal Accounting Officer


    /s/ George S. Kariotis       Director                            June 25, 2001
- ------------------------------
    GEORGE S. KARIOTIS

    /s/ Timothy R. Furey         Director                            June 25, 2001
- ------------------------------
    TIMOTHY R. FUREY

                                 Director                            June    , 2001
- ------------------------------
    JAMES W. HENDERSON

    /s/ David J. McLachlan       Director                            June 25, 2001
- ------------------------------
    DAVID J. MCLACHLAN

    /s/ Arthur Pappas            Director                            June 25, 2001
- ------------------------------
    ARTHUR PAPPAS

    /s/ Sidney Topol             Director                            June 25, 2001
- ------------------------------
    SIDNEY TOPOL

</TABLE>


Page -7-
<PAGE>   8

                                  EXHIBIT INDEX

Exhibit                                                               Sequential
Number    Description                                                  Page No.
- -------   -----------

 4(a)     Certificate of Amendment of Restated Certificate of
          Incorporation dated March 30, 2000                               9

 4(b)     Specimen Certificate of Common Stock (filed as Exhibit 4(a)
          to the Registrant's Registration Statement on Form S-3
          (Registration No. 33-63857)). *

 5        Legal Opinion of Testa Hurwitz & Thibeault, LLP                 10

23(a)     Consent of Testa Hurwitz & Thibeault, LLP (contained in
          Exhibit 5)

23(b)     Consent of KPMG LLP.                                            11

24        Power of Attorney (included on the signature page of this
          Registration Statement).

- ------------------
*    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities Act of 1933, as amended, reference is made to the documents
     previously filed with the Commission, which are incorporated by reference
     herein.


Page -8-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.A
<SEQUENCE>2
<FILENAME>b39794s8ex4a.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT
<TEXT>

<PAGE>   1

                                  EXHIBIT 4(a)

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             ALPHA INDUSTRIES, INC.

     Alpha Industries, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), pursuant to Section 242 of the
Delaware General Corporation Law, hereby certifies as follows:

     1.   The Board of Directors of the Corporation, at a meeting duly held on
January 27, 2000, at which a quorum was present and acting throughout and in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law, approved the following amendment to the Corporation's Restated
Certificate of Incorporation:

          To increase the number of authorized shares of Common Stock, $.25 par
          value, from 30,000,000 to 100,000,000 shares, such that the first
          paragraph of Article Fourth shall be amended to read as follows:

               The total number of shares of stock which the Corporation shall
               have the authority to issue is one hundred million (100,000,000)
               and the par value of each such share is twenty-five cents ($.25)
               amounting in the aggregate to Twenty-Five Million Dollars
               ($25,000,000.00).

     2.   The foregoing amendment to the Restated Certificate of Incorporation
was duly adopted by the stockholders of the Corporation at a meeting duly held,
at which a quorum was present and acting throughout and in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware, on March
28, 2000.

IN WITNESS WHEREOF, Alpha Industries, Inc. has caused this Certificate of
Amendment of its Restated Certificate of Incorporation to be signed by David J.
Aldrich, its President, and attested to by Paul Vincent, its Secretary, this
30th day of March, 2000.

                                        ALPHA INDUSTRIES, INC.

                                        By: /s/ David J. Aldrich
                                           ---------------------------
                                                David J. Aldrich
                                                President

ATTEST:

By: /s/ Paul E. Vincent
   -------------------------
        Paul E. Vincent


Page -9-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>b39794s8ex5.txt
<DESCRIPTION>OPINION OF TESTA HURWITZ & THIBEAULT,LLP
<TEXT>

<PAGE>   1


                                    EXHIBIT 5
                         TESTA HURWITZ & THIBEAULT, LLP
                                 125 HIGH STREET
                                HIGH STREET TOWER
                                BOSTON, MA 02110

                                                       June 25, 2001
Alpha Industries, Inc.
20 Sylvan Road
Woburn, MA 01801

Re:  Registration Statement on Form S-8 Relating to the
     Alpha Industries Savings and Retirement 401(K) Plan (the "Plan").
     -----------------------------------------------------------------

Dear Sir or Madam:

     Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed by Alpha Industries, Inc. (the "Company")
on the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 200,000 shares
of Common Stock, par value $0.25 per share, of the Company issuable pursuant to
the Plan (the "Shares").

     We have examined, are familiar with, and have relied as to factual matters
solely upon, copies of the Plan, the Company's Certificate of Incorporation, the
Company's By-Laws, as amended, the minute books and stock records of the
Company, and originals or certified copies of such other certificates,
documents, records and materials as we have deemed necessary for the purpose of
rendering this opinion.

     We are members only of the Bar of the Commonwealth of Massachusetts and are
not experts in, and express no opinion regarding, the laws of any jurisdiction
other than the Commonwealth of Massachusetts and the United States of America,
and the General Corporation Law of the State of Delaware.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                     Very truly yours,

                                     /s/ TESTA, HURWITZ & THIBEAULT, LLP
                                     -----------------------------------------
                                     TESTA, HURWITZ & THIBEAULT, LLP



Page -10-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.B
<SEQUENCE>4
<FILENAME>b39794s8ex23b.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

<PAGE>   1

                                  EXHIBIT 23(b)

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors Alpha Industries, Inc.:


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 for the Alpha Industries Savings and Retirement 401(K)
Plan (the "Plan") of our audit report dated April 28, 2000 on the consolidated
financial statements of Alpha Industries, Inc. and subsidiaries as of April 2,
2000 and for each of the years in the three-year period then ended.

   /s/ KPMG LLP
- ----------------------------

Boston, Massachusetts

June 25, 2001


Page -11-
</TEXT>
</DOCUMENT>
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