Alpha Micro Chief to Quit, Ending Fight With 2 Founders for Control
The fight for control of Alpha Micro has ended abruptly with the company’s two founders and largest shareholders apparently succeeding in ousting Richard A. Cortese, the firm’s president and chief executive.
The Santa Ana computer manufacturer said Tuesday that Cortese will resign both administrative positions as well as his place on the company’s board of directors, effective Jan. 5. Also resigning from the board are Fred Krimm and Neil L. Diver.
Founders Robert B. Hitchcock and Richard C. Wilcox will remain as directors, as will John F. Glade.
Vacancies on the six-man board that will result from the resignations, the company said, will be filled by Rock N. Hankin, a founder and principal owner of Mellert Hankin Enterprises and former partner in Price Waterhouse; Peter Weiner, president of RISA Inc. and former professor of computer science at Yale and Princeton universities; and Leon H. Brachman, executive vice president of Marco Chemical Co.
The reconstituted board of directors, the company said, will be responsible for electing Cortese’s successor as company president and chief executive.
Company officials were on a Christmas break and could not be reached to comment on the organizational shake-up.
But other observers of Alpha Micro said the meaning of Tuesday’s brief announcement was clear.
“They were engaged in a battle, and the founders won,” said Joseph Kapka, vice president of the investment firm of Bateman Eichler, Hill Richards Inc. He added that the founders probably hold Cortese at least partly to blame for the approximately $4-million loss that the company has sustained over the last 18 months.
In August, Wilcox was removed as chairman and Hitchcock as vice chairman of Alpha Micro, apparently because of their opposition to an acquisition offer from Point 4 Data Corp.
Subsequently, Wilcox and Hitchcock threatened to launch a proxy fight to unseat the company’s current management. They made their first threat on Sept. 2, the same day that Point 4, a Tustin competitor, made a $9.5-million bid to buy 49.9% of Alpha Micro’s stock.
Wilcox and Hitchcock, who founded Alpha Micro in 1977 and together control 25.2% of Alpha Micro’s stock, temporarily abated their proxy fight when Alpha Micro’s board of directors agreed to the company’s acquisition by TeleVideo Systems Inc., prompting Point 4 to drop its merger offer.
After TeleVideo, a Sunnyvale computer maker, suddenly canceled its plans to go forward with the $25.5-million purchase, Wilcox and Hitchcock renewed their efforts to regain control of faltering Alpha Micro. Earlier this month they filed a lawsuit in Orange County Superior Court. In the suit they asked the court to give them shareholder information and to set a date for the company’s overdue shareholders meeting.
“Messrs. Hitchcock and Wilcox desire the shareholders list because they intend to engage in a proxy fight for control of Alpha Micro at the next shareholder meeting,” the founders’ attorney wrote to Alpha Micro’s counsel in a Nov. 25 letter attached to the lawsuit.
On Tuesday, the company said its fiscal 1986 annual meeting of shareholders will be held on Feb. 21.
