<PAGE>

                                                       Rule 424(b)(4)
                                                       Registration No. 33-63857
 
                                1,600,000 SHARES
 
 
                         [LOGO OF ALPHA APPEARS HERE]

 
                                  COMMON STOCK
 
  All of the shares of Common Stock offered hereby are being sold by Alpha
Industries, Inc. (the "Company"). The Company's Common Stock is traded on the
American Stock Exchange under the symbol AHA. On November 21, 1995, the last
reported sale price of the Common Stock as reported on the American Stock
Exchange was $14.875 per share. See "Price Range of Common Stock."
 
  Pursuant to a Rights Agreement entered into in 1986, as amended, one right
(each a "Right") is deemed to be delivered with each share of Common Stock
offered and sold hereby. The Rights currently are not separately transferable
apart from the Common Stock, nor are they exercisable until the occurrence of
certain events. See "Description of Capital Stock and Other Matters--Rights
Distribution."
 
  SEE "RISK FACTORS" COMMENCING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
 
                               ----------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             Price to   Underwriting Proceeds to
                                              Public    Discount(1)  Company(2)
- --------------------------------------------------------------------------------
<S>                                         <C>         <C>          <C>
Per Share.................................    $14.875      $0.89       $13.985
Total(3)..................................  $23,800,000  $1,424,000  $22,376,000
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) See "Underwriting" for information concerning indemnification of the
    Underwriters and other matters.
(2) Before deducting expenses payable by the Company estimated at $450,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    240,000 additional shares of Common Stock solely to cover over-allotments,
    if any. If the Underwriters exercise this option in full, the Price to
    Public will total $27,370,000, the Underwriting Discount will total
    $1,637,600 and the Proceeds to Company will total $25,732,400. See
    "Underwriting."
 
  The shares of Common Stock are offered by the Underwriters named herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that delivery of the certificates
representing such shares will be made against payment therefor at the office of
Montgomery Securities on or about November 28, 1995.
 
                               ----------------
 
Montgomery Securities
 
                        Oppenheimer & Co., Inc.
 
                                                   Adams, Harkness & Hill, Inc.
 
                               November 21, 1995

<PAGE>
 
                        DESCRIPTION OF GRAPHIC MATERIAL

There are three sets of photographs:
 
1. One photograph running the length of the left side of the page shows a number
of the Company's products.

2. A group of three photographs illustrates the use of cellular telephones and 
the radio link for the cellular wireless infrastructure.

3. The last set of photographs depicts a variety of wireless communications 
devices, including a cellular telephone, pager, wireless fax, direct broadcast 
satellite, wireless cable TV and global positioning system receiver. 
 
 
                               ----------------
 
  IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
 
                             AVAILABLE INFORMATION
 
  The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at
the Commission's Regional Offices at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, NW, Room 1024, Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the American Stock Exchange. Reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
American Stock Exchange, 20 Broad Street, New York, New York 10005.
 
  Additional information regarding the Company and the shares offered hereby
is contained in the Registration Statement on Form S-3 and the exhibits
thereto filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). For further information pertaining to the Company and
the shares, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at, and copies thereof may be
obtained at prescribed rates from, the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.
 
                               ----------------
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents heretofore filed by the Company with the Commission
(File No. 1-5560) pursuant to the Exchange Act are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended April 2, 1995; (2) the Company's Quarterly Report on Form 10-Q for the
quarter ended July 2, 1995; (3) the Company's Quarterly Report on Form 10-Q
for the quarter ended October 1, 1995; and (4) the Company's Definitive Proxy
Statement dated August 2, 1995 used in connection with the Annual Meeting of
Stockholders held September 11, 1995.
 
  All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of the Common
Stock hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference (exclusive of
exhibits, unless such exhibits are specifically incorporated by reference into
such documents). Requests for such documents should be submitted in writing to
the Corporate Secretary at the corporate headquarters of the Company at 20
Sylvan Road, Woburn, MA 01801 or by telephone at (617) 935-5150.
 
  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that also is (or is deemed
to be) incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
 
                                       3

<PAGE>
 
                               PROSPECTUS SUMMARY
 
  The following summary should be read in conjunction with, and is qualified in
its entirety by, the more detailed information, including "Risk Factors,"
appearing elsewhere in this Prospectus and the other information incorporated
by reference herein. Except as otherwise indicated, all information contained
in this Prospectus assumes that the Underwriters' over-allotment option is not
exercised. References to "Common Stock" include "Rights" issuable pursuant to
that certain Rights Agreement, entered into in 1986, as amended, providing for
the delivery of a Right, along with each share of Common Stock issued by the
Company. The Company's fiscal year ends on the Sunday closest to March 31, and
the first, second and third fiscal quarters end on the Sunday closest to June
30, September 30 and December 31, respectively. For convenience, the Company
has indicated in this Prospectus that its fiscal years end on March 31, and
that its fiscal quarters end on June 30, September 30 and December 31.
References to fiscal 1991, fiscal 1992, fiscal 1993, fiscal 1994, fiscal 1995
and fiscal 1996 shall indicate the fiscal years ended March 31, 1991, March 29,
1992, March 28, 1993, April 3, 1994, April 2, 1995 and March 31, 1996,
respectively.
 
                                  THE COMPANY
 
  Alpha Industries, Inc. (the "Company") designs and manufactures a broad range
of radio frequency ("RF"), microwave frequency and millimeter wave frequency
monolithic integrated circuits ("MMICs"), ceramic products, discrete
semiconductors, and microwave and millimeter wave components and subsystems for
wireless communications applications. These applications include cellular
telephones, worldwide personal communications services and personal
communications networks ("PCS/PCN"), pagers, specialized mobile radio, wireless
data services and global positioning systems ("GPS"). The Company utilizes
proprietary gallium arsenide ("GaAs"), ceramic and silicon process technologies
to address the needs of wireless communications original equipment
manufacturers ("OEMs") for smaller, less expensive and more power efficient
products.
 
  The wireless communications industry has grown significantly over the past
decade and worldwide demand for wireless communications products continues to
grow. Increased acceptance of existing applications and the emergence of new
applications, including PCS/PCN, direct broadcast satellite television ("DBS
TV"), wireless cable TV and intelligent automobile cruise control and collision
avoidance systems ("automotive collision avoidance systems"), have led to
increased communication traffic and congestion of the historically assigned
frequency bands. In addition, many new and existing wireless applications, such
as GPS, DBS TV and automotive collision avoidance systems require the use of
higher microwave and millimeter wave frequencies to operate effectively. As a
consequence of all of the foregoing factors, wireless communications are moving
from lower RF to higher microwave and millimeter wave frequencies where greater
bandwidths are available.
 
  The Company offers a broad array of complementary products in GaAs, ceramic
and silicon that address a wide portion of the wireless communications
frequency spectrum, including RF, microwave and millimeter wave. This enables
the Company to offer an increasing portion of the "footprint" in the wireless
communications handheld and infrastructure equipment, and gives wireless OEMs
the opportunity to satisfy an increasing percentage of their component needs
from the Company.
 
  The Company gained extensive experience in the design and manufacture of GaAs
MMICs, discrete semiconductors, ceramic products and components and subsystems
for millimeter wave frequencies in military applications. The Company estimates
that these applications accounted for approximately 20% of the Company's new
orders in the first six months of fiscal 1996. Over the past several years, the
Company has refocused this knowledge and experience on the wireless
communications commercial markets. As a result, the Company believes that it is
well-positioned as higher frequencies are increasingly used in emerging
wireless technologies such as PCS/PCN infrastructure equipment, wireless cable
TV and automotive collision avoidance systems.
 
  The Company focuses its sales and marketing efforts on the major OEMs in the
wireless communications industry, such as Motorola, Nokia, Ericsson and AT&T,
and their suppliers, with the objective of securing orders
 
                                       4

<PAGE>
 
for high volume, application specific products. With available capacity at its
GaAs fabrication facility, the Company believes that large volume product
orders offer opportunities for economies of scale and improved margins. By
maintaining close relationships with customers and by integrating its design
and manufacturing capabilities, the Company can better anticipate its
customers' needs and rapidly develop customer specific solutions based upon the
Company's core technologies. The Company believes that this approach enhances
the likelihood that the Company's products will be included in its customers'
designs for new wireless communications products.
 
  The Company is a Delaware corporation which was organized in 1962. Unless
otherwise indicated, the term "Company," as used in this Prospectus, refers to
Alpha Industries, Inc., and its subsidiaries. The Company's principal offices
are located at 20 Sylvan Road, Woburn, Massachusetts 01801, and its telephone
number is (617) 935-5150.
 
                                  THE OFFERING
 

<TABLE>
<S>                                <C>
Common Stock offered.............. 1,600,000 shares
Common Stock to be outstanding
 after Offering................... 9,408,722 shares(1)
Use of Proceeds................... Repayment of indebtedness, capital
                                   expenditures consisting primarily of
                                   equipment, working capital, potential
                                   acquisitions and general corporate purposes
American Stock Exchange symbol.... AHA
</TABLE>

- --------
(1) Based on the number of shares of Common Stock outstanding as of September
    30, 1995. Excludes (i) 849,222 shares of Common Stock issuable upon
    exercise of options outstanding under the Company's stock plans at
    September 30, 1995, at a weighted average exercise price of $4.31 per
    share, (ii) 381,507 shares of Common Stock reserved for future issuance
    under the Company's stock plans and (iii) 50,000 shares of Common Stock
    issuable upon exercise of a warrant outstanding at September 30, 1995, at
    an exercise price of $3.75 per share. See "Capitalization."
 
                                       5

<PAGE>
 
                      SUMMARY CONSOLIDATED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                FISCAL YEAR ENDED MARCH 31,     SEPTEMBER 30,
                                ----------------------------- -----------------
                                  1993      1994       1995     1994     1995
                                --------- ---------  -------- -------- --------
<S>                             <C>       <C>        <C>      <C>      <C>
STATEMENT OF OPERATIONS DATA:
Sales.........................  $ 69,543  $  70,147  $ 78,254 $ 36,928 $ 46,167
Operating income (loss)(1)....    (2,057)   (10,597)    3,997    1,880    2,947
Income (loss) before income
 taxes........................    (2,787)   (11,196)    3,349    1,556    2,583
Net income (loss).............    (2,987)   (11,466)    2,847    1,262    2,195
Net income (loss) per
 share(2).....................  $  (0.40) $   (1.53) $   0.36 $   0.16 $   0.27
Weighted average common shares
 and common share
 equivalents..................     7,464      7,502     7,882    7,744    8,196
</TABLE>

 

<TABLE>
<CAPTION>
                                                          SEPTEMBER 30, 1995
                                                        ----------------------
                                                        ACTUAL  AS ADJUSTED(3)
                                                        ------- --------------
<S>                                                     <C>     <C>
BALANCE SHEET DATA:
Working capital........................................ $11,109    $21,035
Total assets...........................................  52,046     68,397
Short-term debt, including current portion of capital
 lease obligations.....................................   6,250        675
Long-term debt and capital lease obligations, less
 current portion.......................................   2,401      2,401
Stockholders' equity...................................  30,300     52,226
</TABLE>

- --------
(1) In fiscal 1994, the Company recorded repositioning expenses of $5.6
    million, related primarily to the consolidation of certain manufacturing
    facilities in response to a continued decline in defense related business.
    In the six months ended September 30, 1995, the Company recorded a $320,000
    repositioning credit, attributable to the reversal of certain accruals for
    estimated carrying costs, as a result of an earlier than expected
    disposition of the Company's Methuen, Massachusetts facility. See
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations."
(2) Net income (loss) per share is computed on the basis of the weighted
    average shares of Common Stock outstanding plus common equivalent shares
    arising from the effect of dilutive stock options and warrants, using the
    Treasury Stock Method.
(3) Adjusted to reflect the sale of the 1,600,000 shares of Common Stock
    offered hereby, at the offering price of $14.875 per share, after deducting
    the underwriting discount and related estimated offering expenses and
    application of the estimated net proceeds therefrom. Assumes repayment in
    full of the Company's indebtedness at September 30, 1995 ($5,575,000) under
    its working capital line of credit and capital expenditures in the amount
    of $12.0 million. See "Use of Proceeds" and "Capitalization."
 
                                       6


<PAGE>
 
                                 RISK FACTORS
 
  In evaluating the Company's business, prospective investors should carefully
consider the following factors, in addition to the other information set forth
in this Prospectus and in the documents incorporated by reference herein.
 
HISTORY OF OPERATING LOSSES; REPOSITIONING OF COMPANY'S BUSINESS
 
  The Company has incurred net losses in two of its last three fiscal years.
During the fiscal year ended March 31, 1994, the Company sustained a net loss
of approximately $11.5 million, of which $5.6 million was a repositioning
charge. This charge related primarily to the consolidation of certain
manufacturing operations and workforce reductions in response to a continued
decline in defense related business. The Company anticipates that revenues
from military sales will continue to decline. There can be no assurance that
the Company's effort to reposition itself as a supplier of advanced products
to wireless communications markets will be successful. If revenues from
commercial wireless customers do not continue to grow, or grow less rapidly
than expected, or if in the near term revenues from military sales decline
more rapidly than expected, the Company's operating results could be
materially and adversely affected.
 
VARIABILITY OF OPERATING RESULTS
 
  The Company's quarterly and annual results have varied in the past and may
vary significantly in the future due to a number of factors, including:
cancellation or delay of customer orders; market acceptance of the Company's
or its customers' products; variations in manufacturing yields; timing of
announcement and introduction of new products by the Company and its
competitors; changes in revenue and product mix; competition; changes in
manufacturing capacity and variations in the utilization of this capacity;
variations in average selling prices; variations in operating expenses; the
long sales cycles associated with the Company's customer specific products;
the timing and level of product and process development costs; cyclicality of
the semiconductor and ceramic industries; the timing and level of nonrecurring
engineering revenues and expenses relating to customer specific products; and
changes in inventory levels. Any unfavorable changes in these or other factors
could have a material adverse effect on the Company's operating results. The
Company's expense levels are based, in part, on its expectations as to future
revenue, and certain of these expenses, particularly those relating to the
Company's capital equipment and manufacturing overhead, are relatively fixed
in nature. For example, the Company is investing in GaAs, silicon and ceramic
process development technology in anticipation of increased revenues from
related markets. As a result of the relatively fixed nature of certain of the
Company's expenses, operating results would be disproportionately and
adversely affected by a reduction in revenue. The Company expects that its
operating results will continue to fluctuate in the future as a result of
these and other factors. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
 
CUSTOMER CONCENTRATION
 
  Historically, a significant portion of the Company's sales in each fiscal
period has been concentrated among a limited number of customers. This trend
is accelerating, and in recent periods sales to the Company's major customers
as a percentage of total sales have increased. For the first six months of
fiscal 1996, the Company's direct sales to Motorola, Inc. ("Motorola"), Nokia
OY AB ("Nokia"), L.M. Ericsson Telefonaktiebolaget ("Ericsson") and AT&T Corp.
("AT&T") in the aggregate accounted for approximately 18% of the Company's
sales. The Company's direct sales to six other customers believed by the
Company to be suppliers to these four OEMs accounted for an additional 8% of
the Company's sales during such period. In fiscal 1993, 1994 and 1995, direct
sales to these four OEMs and to such six other customers in the aggregate
accounted for approximately 7%, 10%, and 17% of sales, respectively. The
Company does not generally enter into long-term contracts with its customers,
and when it does, the contract is generally terminable for the convenience of
the customer. In the event of an early termination or discontinuance of a
contract by one of the Company's major customers, it is unlikely that the
Company will be able to identify an alternative purchaser for that product.
The Company's business, financial condition and operating results have been
materially and adversely affected in the past by the
 
                                       7

<PAGE>
 
failure of anticipated orders to materialize and by deferrals or cancellations
of orders. If the Company were to lose one of these major customers, or if
orders by a major customer otherwise were to decrease, the Company's business,
financial condition and operating results would be materially and adversely
affected. See "Business--The Alpha Strategy," and "--Customers."
 
DEPENDENCE ON CUSTOMER SPECIFIC PRODUCTS
 
  Most of the Company's products are designed to be incorporated into specific
end-user products. In light of short product life cycles in the wireless
communications industry, the Company's future success depends upon its ability
to select customer specific development projects which will result in
sufficient production volume to enable the Company to recover its development
costs and realize a profit on the project. There can be no assurance that the
Company will be able to select such customer specific projects, or that the
Company's products will be designed into such projects. In addition, OEMs
require that their suppliers design and manufacture components very quickly.
There can be no assurance that the Company will be able to design, manufacture
in large volumes and deliver to its customers high quality, reliable products
within the required time period. The Company has experienced delays in the
production of MMICs, ceramic products and discrete semiconductors under major
contracts with major OEM customers. For example, the Company is experiencing
delays in the production of ceramic products under a major contract with
Motorola. In particular, the Company's ceramic filter has experienced
mechanical difficulty on a new manufacturing line at Motorola, which has
delayed the production of the filters. As a result, Motorola has deferred
production deliveries under this contract. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations." There can be no
assurance that this problem will be resolved or that similar problems will not
recur in the future. Any such problems could have a material and adverse
effect on the Company's operating results.
 
PRODUCT AND PROCESS DEVELOPMENT AND TECHNOLOGICAL CHANGE
 
  The wireless communications industry is characterized by frequent new
product introductions, evolving industry standards and rapid changes in
product and process technologies. The Company believes that its future success
will depend upon its ability to continue to improve its product and process
technologies and develop new technologies. The success of the Company's new
products is dependent upon many factors, including factors that are outside
the Company's control. These factors include: the Company's ability to
anticipate market requirements in its product development efforts; market
acceptance and continued commercial success of OEM products for which the
Company's products have been designed; the ability to adapt to technological
changes and to support established and emerging industry standards; successful
and timely completion of product development and commercialization;
achievement of acceptable wafer fabrication and ceramic process yields and
manufacturing yields generally; and the ability to offer new products at
competitive prices. No assurance can be given that the Company's product and
process development efforts will be successful or that the Company's new
products or those of its customers will achieve or sustain market acceptance.
For example, during fiscal 1995, one of the Company's major customers
discontinued a certain handset in favor of an architecture that excluded a
GaAs MMIC designed by the Company for the product. This change resulted in a
loss of potential revenue to the Company. In addition, the wireless
communications industry is characterized by end-user demands for increased
functionality at ever lower prices. To remain competitive, the Company must
obtain yield and productivity improvements and cost reductions and must
introduce new products which incorporate advanced features and which therefore
can be sold at higher average selling prices. To the extent that such cost
reductions and new product introductions do not occur in a timely manner or
the Company's or its customers' products do not achieve market acceptance, the
Company's operating results could be materially and adversely affected. See
"Business--Manufacturing," and "--Research and Development."
 
MANUFACTURING RISKS: PRODUCT QUALITY, PERFORMANCE AND RELIABILITY
 
  The manufacturing processes for the Company's products, in particular its
GaAs MMICs, are highly complex and precise, requiring advanced and costly
equipment, and are being modified continually in an effort to improve yields
and product performance. The Company expects that its customers will continue
to establish
 
                                       8

<PAGE>
 
demanding specifications for quality, performance and reliability that must be
met by the Company's products. The Company has limited experience in high
volume manufacturing of certain GaAs MMICs and ceramic products for the high
volume commercial applications on which its current product development, sales
and marketing efforts are focused. The Company has encountered and may in the
future encounter development and manufacturing delays, has from time to time
failed and may in the future fail to meet its customers' contractual
specifications, and one or more of its products have contained and may in the
future contain undetected defects or failures when first introduced or after
commencement of commercial shipments. If such delays, defects or failures
occur, the Company could experience lost revenue, resulting from delays in or
cancellations or rescheduling of orders or shipments, product returns or
discounts, or could experience increased costs, including product or process
redesign, warranty expense or costs associated with customer support, any of
which could have a material adverse effect on the Company's operating results.
There can be no assurance that the Company will not in the future experience
significant product quality, performance or reliability problems. See
"Business--Manufacturing."

MANAGEMENT OF GROWTH
 
  The growth in the Company's business, and its continuing transition from
military to commercial sales, has placed, and is expected to continue to
place, a significant strain on the Company's personnel, management and other
resources. The Company has recently hired, and will be required to hire in the
future, additional key employees, particularly at its ceramic manufacturing
facility in Maryland. In order to manage any future growth effectively, the
Company will, among other things, be required to upgrade and expand certain
manufacturing facilities; attract, train, motivate and manage employees
successfully; and continue to improve its operational and financial systems.
There can be no assurance that the Company will be successful in these
respects. The Company is currently in the process of implementing a new
management information system. There can be no assurance that the Company will
not encounter problems or increased expense levels in connection with
implementing its new management information system. In addition, the Company
anticipates that any future growth of its business will require increased
utilization of the Company's manufacturing capacity in Woburn, Massachusetts,
including increasing the number of shifts during which its manufacturing
facilities are operational. Further, any such future growth could require
improvement or expansion of the Company's existing manufacturing facilities.
The Company's ceramic manufacturing facility is currently running near its
installed equipment capacity. Capacity constraints at this facility have
caused and continue to cause production delays. Any such delays could have a
material adverse effect on the Company's results of operations. To better meet
anticipated demand for its ceramic products, the Company is adding management
resources and seeking to implement more efficient manufacturing processes. The
Company is also planning to expand its ceramic manufacturing capacity. See
"Use of Proceeds." Expansion or upgrade of the Company's manufacturing
facilities will entail substantial capital expenditures. Lead times for
certain capital equipment are long, and modification of the Company's
facilities and installation of such equipment is a complex process which could
disrupt the Company's ongoing manufacturing operations. Delays in increasing
its manufacturing capacity could limit the ability of the Company to respond
to the rapid design and production cycles required by its customers. Moreover,
there can be no assurance that the Company will be able to secure sources of
capital adequate to fund the necessary expenditures. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Financial Condition." The Company could experience product quality,
performance or reliability problems and development and manufacturing delays
in connection with any such increase in utilization or such expansion or
upgrade of the Company's manufacturing capacity. The occurrence of any such
problems or the inability of the Company otherwise to manage any future growth
effectively could materially and adversely affect the Company's operating
results.

ADOPTION OF GAAS COMPONENTS BY OEMS
 
  Silicon semiconductor technologies are the dominant process technologies for
certain integrated circuits and these technologies continue to improve in
performance. Many of the Company's OEM customers utilize silicon devices and
currently are using or evaluating the use of GaAs. To date, certain OEMs have
been reluctant to utilize GaAs technologies because of perceived risks
relating to GaAs technology, including a lack of experience in designing
systems with GaAs products, unfamiliar and more expensive manufacturing
processes and uncertainties about the relative cost effectiveness of GaAs
products compared to silicon devices. There can be
 
                                       9

<PAGE>
 
no assurance that GaAs technology will achieve widespread market acceptance.
See "Business--The Alpha Strategy," and "--Competition."
 
  The production of GaAs integrated circuits is more costly than the production
of silicon devices. This cost differential relates primarily to higher costs of
the raw wafer material, lower production yields associated with the relatively
immature GaAs technology and higher unit costs associated with lower production
volumes. The Company believes its costs of producing GaAs integrated circuits
will continue to exceed the costs associated with the production of silicon
devices. As a result, the Company must offer devices which provide superior
performance to that of silicon for specific applications in order to be
competitive with silicon devices. There can be no assurance that the Company
can continue to identify markets which require performance superior to that
offered by silicon solutions, or that the Company will continue to offer
products which provide sufficiently superior performance to offset the cost
differential. See "Business--Competition."
 
ENVIRONMENTAL REGULATIONS
 
  The Company is subject to a variety of federal, state and local laws, rules
and regulations related to the use, handling, discharge or disposal of toxic,
volatile or other hazardous chemicals used in its manufacturing process and to
the presence of hazardous chemicals on properties owned or operated by the
Company. The failure to comply with present or future environmental regulations
could result in substantial fines being imposed on the Company, suspension of
production or a cessation of operations. The Company has been engaged in
environmental assessment and remediation activities at its Adamstown, Maryland
facility since 1989, due to contamination of groundwater at such facility. In
1989, the Company entered into a consent decree with the State of Maryland
Department of the Environment pursuant to which it has until recently operated
a groundwater remediation system. Based on groundwater test results, the
Company has suspended operation of the remediation system. The Company is
continuing to monitor the presence of contaminants in groundwater at its
Adamstown facility and is prepared to resume operation of the groundwater
remediation system if necessary. In addition, the Company has been notified by
federal and state environmental agencies of its potential liability with
respect to two Superfund sites, to which small quantities of the Company's
hazardous waste were shipped. There can be no assurance that the Company's
remediation activities or any liability concerning the Superfund sites will not
have a material adverse effect on the Company. However, the Company believes
that its volumetric contribution of waste to the two Superfund sites is de
minimis and that the extent of its liability with respect to these sites is not
likely to be material. The Company could be required to acquire significant
equipment, or incur substantial other expenses in order to comply with
environmental regulations. Any failure by the Company to comply with applicable
law in the use, handling or disposal of hazardous substances or in management
of real property could subject the Company to substantial future liabilities.
 
DEPENDENCE ON KEY PERSONNEL
 
  The Company's future success depends in large part on the continued service
of its key technical, marketing and management personnel, and on its ability to
identify, attract and retain qualified technical personnel, particularly highly
skilled design, process and test engineers involved in the manufacture of
existing products and the development of new products and processes. The
competition for such personnel is intense, and the loss of key employees could
have a material adverse effect on the Company.
 
CYCLICALITY OF THE COMPANY'S MARKETS
 
  While the semiconductor and ceramic markets have in the past experienced
overall growth, they have historically been characterized by wide fluctuations
in product supply and demand. From time to time, these industries have also
experienced significant downturns, often in connection with, or in anticipation
of, maturing product cycles and declines in general economic conditions. These
downturns have been characterized by diminished product demand, production
overcapacity and subsequent accelerated price erosion, and in some cases have
lasted for extended periods of time. The Company's business may in the future
be materially and adversely affected by industry-wide fluctuations. The
Company's continued success will depend in large part on the continued growth
of the wireless communications industry. Certain of the Company's major OEM
customers have recently announced a softening of demand for certain of their
cellular products. No assurance can be given that the Company will not be
adversely affected in the future by cyclical conditions in the wireless
communications industry.
 
 
                                       10

<PAGE>
 
LIMITED SOURCES OF MATERIALS AND SERVICES
 
  The Company currently procures certain components and services for its
products from single or limited sources. For example, the Company currently
procures GaAs substrates, a critical raw material, from only two sources. In
addition, excluding the GaAs wafers it produces internally, the Company
outsources the fabrication of GaAs wafers to a single external foundry.
Further, the Company currently procures silicon substrates for semiconductors
and certain chemical powders for ceramic manufacturing from single sources.
The Company purchases these materials and services on a purchase order basis,
does not carry significant inventories and does not have any long-term supply
contracts with its source vendors. The inability of the Company to obtain
these materials in required quantities would result in significant delays or
reductions in product shipments, which would materially and adversely affect
the Company's operating results. The Company from time to time experiences
delays in receiving products from certain of its vendors, and no assurance can
be given that similar problems will not recur. If the Company were to change
certain of its vendors, the Company would be required to requalify the
components supplied by such vendors. Requalification could prevent or delay
product shipments, which would materially and adversely affect the Company's
operating results. Additionally, prices could increase significantly in
connection with changes of vendors. The Company's reliance on single and
limited sources involves several additional risks, including reduced control
over the price, timely delivery, reliability and quality of the components.
Any inability of the Company to obtain timely deliveries of materials of
acceptable quality, or a significant increase in the prices of materials,
could materially and adversely affect the Company's operating results.
 
DEPENDENCE ON ASSEMBLY SUBCONTRACTORS
 
  The Company uses assembly subcontractors located outside the United States
to package and wirebond certain large volume orders of integrated circuits.
The Company attempts to maintain more than one qualified service supplier for
each assembly process, but has been unable at times to achieve this goal
because of minimum volume requirements, service quality issues or other
factors. The Company has, from time to time, experienced problems procuring
assembly services, and no assurance can be given that similar problems will
not recur. For example, in the first quarter of fiscal 1996, a major foreign
subcontractor discontinued operations without notice, resulting in procurement
difficulties, increased costs and product shipment delays. The Company's
inability to obtain sufficient high quality and timely assembly service, or
the loss of any of its current assembly vendors, would result in delays or
reductions in product shipment, and/or reduced product yields, any of which
would materially and adversely affect the Company's operating results. See
"Business--Manufacturing."
 
COMPETITION
 
  Wireless communications markets are intensely competitive and are
characterized by rapid technological change, rapid product obsolescence and
price erosion. Currently, the Company competes primarily with manufacturers of
high performance GaAs MMICs, discrete silicon semiconductors, ceramic filters
and other ceramic products and microwave and millimeter wave components and
subsystems. The Company expects increased competition both from existing
competitors and others which may enter these markets, as well as potential
future competition from companies which may offer new or emerging
technologies, such as surface acoustic wave filters, silicon germanium and
other silicon technologies. In addition, many of the Company's customers,
particularly its largest customers, have or could acquire the capability to
develop or manufacture products competitive with those that have been or may
be developed or manufactured by the Company. The Company's future operating
results may depend in part upon the extent to which these customers elect to
purchase from outside sources rather than develop and manufacture their own
systems. A number of the Company's competitors have significantly greater
financial, technical, manufacturing and marketing resources than the Company.
The ability of the Company to compete successfully depends in part upon the
ability of the Company to develop price competitive, high quality solutions
for OEMs and the extent to which customers select the Company's products over
competitors' products for their systems. There can be no assurance that the
Company will be able to compete successfully in the future. See "Business--
Competition."
 
 
                                      11

<PAGE>
 
GOVERNMENT CONTRACTS
 
  Although the Company has reduced its dependence upon sales to the United
States and foreign governments, a significant portion of the Company's revenues
continue to be derived from such sales. The Company estimates that
approximately 50%, 40%, 30% and 20% of the Company's new orders were derived
from United States and foreign military and defense related sources in fiscal
1993, 1994 and 1995, and for the first six months of fiscal 1996, respectively.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Significant reductions or delays in procurements of the Company's
products by the United States or any foreign government would have a material
adverse effect on the Company's operating results. Generally, the United States
Government and its contractors and subcontractors may terminate their contracts
with the Company for cause or for convenience, upon certain terms and
conditions. The Company has in the past experienced termination of government
contracts. There can be no assurance that termination of contracts will not
occur in the future. Termination of government contracts or subcontracts having
a significant dollar value would have a material adverse effect on the
Company's operating results.
 
GOVERNMENTAL REGULATION OF COMMUNICATIONS INDUSTRY
 
  The wireless communications industry is heavily regulated. The sale of
equipment by OEMs who purchase the Company's products may be materially and
adversely affected by governmental regulatory policies, the imposition of
common carrier tariffs or taxation of telecommunications services. The delays
inherent in the governmental approval process may in the future cause the
cancellation, postponement or rescheduling of the installation of wireless
communications systems. These delays may have a material adverse effect on the
Company's operating results.
 
DIFFICULTY IN PROTECTING INTELLECTUAL PROPERTY
 
  The Company's ability to compete is affected by its ability to protect its
proprietary information. The Company relies primarily on trade secret laws,
confidentiality procedures and licensing arrangements to protect its
intellectual property rights. In addition, where appropriate, the Company seeks
patent protection. The Company currently has patents granted and pending in the
United States, and intends to seek further patents on its technology. There can
be no assurance that patents will issue from any of the Company's pending or
any future applications or that any claims allowed from such applications will
be of sufficient scope or strength, or be issued in all countries where the
Company's products can be sold, to provide meaningful protection or any
commercial advantage to the Company. Also, competitors of the Company may be
able to design around the Company's patents. The laws of certain foreign
countries in which the Company's products are or may be developed, manufactured
or sold may not protect the Company's products or intellectual property rights
to the same extent as do the laws of the United States and thus make the
possibility of piracy of the Company's technology and products more likely.
Although the Company intends to defend its intellectual property, there can be
no assurance that the steps taken by the Company to protect its proprietary
information will be adequate to prevent misappropriation of its technology or
that the Company's competitors will not independently develop technologies that
are substantially equivalent or superior to the Company's technology.
 
INTELLECTUAL PROPERTY CLAIMS
 
  The semiconductor industry is characterized by vigorous protection and
pursuit of intellectual property rights, which has resulted in significant and
often protracted and expensive litigation. Although there is currently no
pending intellectual property litigation against the Company, the Company from
time to time is notified of claims that the Company may be infringing patents
or other intellectual property rights owned by third parties. A former customer
of the Company has notified the Company that the customer believes that a
patent held by the customer, and a related agreement between the customer and
the Company, preclude the Company from manufacturing for others, components for
low power point-to-multi-point multi-function cellular television systems
operating at certain millimeter wave frequencies without a license from, and
the consent of, the customer. The Company, after consultation with counsel,
believes that the patent in question is invalid. However, the invalidity of any
patent must be determined by a court, and there can be no assurance that a
court would find such patent invalid. The Company does not believe that its
agreement with the customer, if enforceable, would
 
                                       12

<PAGE>
 
have a material adverse effect on the Company's future results of operations.
If it is necessary or desirable, the Company may seek licenses under patents
or other intellectual property rights asserted by others, or may attempt to
develop non-infringing technology. However, there can be no assurance that
licenses will be offered or that the terms of any offered licenses will be
acceptable to the Company, or that the Company will be successful in
developing non-infringing technology. The failure to obtain a license from a
third party for technology used by the Company could cause the Company to
incur substantial liabilities and to suspend the manufacture of products.
Furthermore, the Company may initiate claims or litigation against third
parties for infringement of the Company's proprietary rights, or to establish
the validity of the Company's proprietary rights. Litigation by or against the
Company could result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not
such litigation results in a favorable determination for the Company. In the
event of an adverse result in any such litigation, the Company could be
required to pay substantial damages, cease the manufacture, use and sale of
infringing products, expend significant resources to develop non-infringing
technology, discontinue the use of certain processes or obtain licenses to the
infringing technology. There can be no assurance that the Company would be
successful in such development or that such licenses would be available on
reasonable terms, and any such development or license could require
expenditures by the Company of substantial time and other resources. In the
event that any third party makes a successful claim against the Company or its
customers, and a license is not made available to the Company on commercially
reasonable terms, the Company's business, financial condition and operating
results would be adversely affected. See "Business--Intellectual Property."
 
RISKS OF INTERNATIONAL SALES
 
  Sales outside of the United States were approximately $18.6 million, $22.8
million, $23.3 million and $15.4 million in fiscal 1993, 1994 and 1995, and
for the six months ended September 30, 1995, respectively. International sales
involve a number of inherent risks, including imposition of government
controls, currency exchange fluctuations, potential insolvency of
international distributors and representatives, reduced protection for
intellectual property rights in some countries, the impact of recessionary
environments in economies outside the United States, political instability and
generally longer receivables collection periods, as well as tariffs and other
trade barriers. In addition, due to the technological advantage provided by
GaAs in many military applications, a substantial portion of the Company's
sales outside of North America must be licensed by the Bureau of Export
Administration of the United States Department of Commerce or the Office of
Defense Trade Controls of the United States Department of State. Although to
date the Company has experienced no difficulty in obtaining these licenses,
failure to obtain such licenses in the future could have a material adverse
effect on the Company's operating results. Furthermore, because most of the
Company's foreign sales are denominated in United States dollars, the
Company's products become less price competitive in countries whose currencies
decline in value against the dollar. There can be no assurance that these
factors will not have an adverse effect on the Company's future international
sales and, consequently, on the Company's business, operating results and
financial condition. See "Business--Sales and Marketing."
 
IMPEDIMENTS TO CHANGES IN CONTROL
 
  The Company's Restated Certificate of Incorporation and Amended and Restated
Bylaws include certain provisions that may have the effect of discouraging or
preventing a change in control of the Company. In addition, the Company made a
rights distribution in November, 1986 that could also have the effect of
discouraging or preventing a change in control of the Company. These
provisions could limit the price that stockholders of the Company might
receive in the future for shares of the Common Stock. See "Description of
Capital Stock and Other Matters."
 
POTENTIAL VOLATILITY OF STOCK PRICE
 
  The market price of the shares of Common Stock has recently been and is
likely to continue to be highly volatile and materially affected by factors
such as fluctuations in the Company's operating results, announcements of
technological innovations or new products by the Company or its competitors,
governmental regulatory action, developments with respect to patents or
proprietary rights, general market conditions and other
 
                                      13

<PAGE>
 
factors. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. In the event that in some future quarter
the Company's net sales or operating results were to be below the expectations
of public market securities analysts and investors, the price of the Company's
Common Stock could be materially and adversely affected. See "Price Range of
Common Stock."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
  Upon completion of this offering, the Company will have 9,408,722 shares of
Common Stock outstanding (9,648,722 shares if the Underwriters' over-allotment
option is exercised in full), of which 7,765,960 shares of Common Stock
(8,005,960 shares if the Underwriters' over-allotment option is exercised in
full) will be freely tradable without restriction or further registration
under the Securities Act of 1933, as amended (the "Securities Act"), by
persons other than "affiliates" of the Company. The remaining 1,642,762 shares
of Common Stock held by stockholders who may be deemed to be "affiliates" of
the Company under Rule 144 of the Securities Act, may only be resold pursuant
to a registration statement under the Securities Act or an exemption from such
registration, including exemptions provided by Rule 144 thereunder. All of the
Company's officers and directors, holding an aggregate of 497,962 shares of
Common Stock (including 396,400 shares of Common Stock issuable under stock
options that are or will become vested as of 90 days from the date of this
Prospectus), have agreed that they will not, without the prior written consent
of Montgomery Securities, on behalf of the Underwriters, directly or
indirectly, offer, sell, contract to sell, make any short sale, pledge,
establish a "put equivalent position" within the meaning of Rule 16a-1(h)
under the Exchange Act, or otherwise dispose of any shares of Common Stock,
options to acquire shares of Common Stock or any securities convertible or
exchangeable for shares of Common Stock, or publicly announce the intention to
do any of the foregoing, for a period of 90 days from the date of this
Prospectus, subject to certain exceptions. In addition, the Company has agreed
in the Underwriting Agreement that, without the prior written consent of
Montgomery Securities, on behalf of the Underwriters, it will not issue,
offer, sell or grant shares of Common Stock or options to purchase such shares
(other than options or shares granted or issued pursuant to the Company's 1986
Long-Term Incentive Plan, Savings and Retirement Plan, 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors, Employee Stock Purchase Plan and
an outstanding warrant to purchase 50,000 shares of Common Stock) or otherwise
dispose of the Company's equity securities, or any other securities
convertible into or exchangeable for the Company's Common Stock or other
equity securities, for a period of 90 days after the first date that any
shares of Common Stock are released for sale in this offering. See
"Underwriting." Immediately following this offering, the Company will have
outstanding options to purchase an aggregate of 849,222 shares of Common
Stock, of which options to purchase an aggregate of 501,527 shares of Common
Stock are currently exercisable. Outstanding options to purchase an aggregate
of approximately 25,835 additional shares of Common Stock will become
exercisable within six months of the date of this Prospectus. In addition, the
Company has reserved an aggregate of 381,507 shares of Common Stock for
issuance pursuant to the Company's stock plans. All of the shares issuable
pursuant to the Company's stock plans are registered under the Securities Act
on Registration Statements on Form S-8. Shares issued to nonaffiliates upon
the exercise of options generally will be freely tradable without restriction
or further registration under the Securities Act. Sales of substantial amounts
of Common Stock in the public market following this offering could have a
material adverse effect on prevailing market prices for the Common Stock.
 
                                USE OF PROCEEDS
 
  The net proceeds to the Company from the sale of the 1,600,000 shares of
Common Stock offered by the Company hereby will be approximately $21,926,000
($25,282,400 if the Underwriters' over-allotment option is exercised in full),
at the public offering price of $14.875 per share, after deduction of the
underwriting discount and estimated offering expenses payable by the Company.
 
  The Company expects to use the net proceeds for repayment of indebtedness
and capital expenditures, and the balance for working capital, potential
acquisitions and general corporate purposes. The indebtedness to be repaid
consists of all or a portion of the Company's bank working capital line of
credit, currently at $5.4 million as of October 25, 1995. Planned capital
expenditures consist of approximately $12 million over the next 12 months,
primarily for the expansion of the Company's ceramic manufacturing capacity in
Maryland and for
 
                                      14

<PAGE>
 
capital equipment for use in its GaAs MMIC fabrication facility, all or a
portion of which expenditures are expected to be funded from the net proceeds
of this offering.
 
  The Company's bank indebtedness consists of a $6.5 million working capital
line of credit and a $5.0 million equipment line of credit. These lines of
credit are secured by security interests in substantially all of the Company's
assets, excluding real property. The expiration dates for the working capital
and equipment lines of credit are August 1, 1997 and July 31, 1996,
respectively. The maturity date for loans under the working capital line of
credit is August 1, 1997 and the maturity date for loans under the equipment
line of credit is August 1, 1999. Advances under both lines of credit bear
interest at a fluctuating rate equal to the prime rate or, at the Company's
option, LIBOR plus 200 basis points. As of October 25, 1995, the amounts drawn
under the working capital line of credit and the equipment line of credit were
$5.4 million and $1.0 million, respectively.
 
  With respect to potential acquisitions, the Company may use a portion of the
net proceeds to acquire businesses, products or technologies complementary to
the Company's current business, although it has no such commitments, and no
such acquisitions are currently being negotiated or planned. The specific
timing and amount of funds required for specific uses by the Company cannot be
precisely determined at this time. Pending such uses, the Company intends to
invest in short-term, investment grade, interest-bearing obligations.
 
                                DIVIDEND POLICY
 
  The Company has not paid cash dividends on its Common Stock since fiscal
1986, and the Company does not anticipate paying cash dividends in the
foreseeable future. Any future determination to pay cash dividends will be at
the discretion of the Board of Directors and will be dependent upon the
Company's financial condition, operating results, capital requirements,
general business conditions and such other factors as the Board of Directors
deems relevant. The Company is subject to financial and operating covenants,
including a prohibition against the payment of cash dividends, under its bank
financing agreements.
 
                          PRICE RANGE OF COMMON STOCK
 
  The Company's Common Stock is traded on the American Stock Exchange under
the symbol AHA. The following table sets forth, for the periods indicated, the
high and low sale prices for the Common Stock, as reported on the American
Stock Exchange.
 

<TABLE>
<CAPTION>
                                                                  HIGH     LOW
                                                                -------- -------
   <S>                                                          <C>      <C>
   FISCAL 1994:
   First Quarter............................................... $ 3 5/8  $ 2 5/8
   Second Quarter..............................................   6 3/8    3
   Third Quarter...............................................   6        4
   Fourth Quarter..............................................   4 9/16   3 1/8

   FISCAL 1995:
   First Quarter...............................................   4 1/2    3
   Second Quarter..............................................   6 7/8    3 7/8
   Third Quarter...............................................   7 3/8    5 1/4
   Fourth Quarter..............................................  11 5/8    6 3/8

   FISCAL 1996:
   First Quarter...............................................  15 1/4   10 5/8
   Second Quarter..............................................  19 5/8   14 1/8
   Third Quarter (through November 21, 1995)...................  17 7/8   13 3/4
</TABLE>

 
  The last reported sale price of the Common Stock on the American Stock
Exchange on November 21, 1995 was $14.875 per share.
 
                                      15

<PAGE>
 
                                CAPITALIZATION
 
  The following table sets forth the actual capitalization of the Company as
of September 30, 1995 and as adjusted to reflect the sale by the Company of
the 1,600,000 shares of Common Stock offered hereby at the public offering
price of $14.875 per share, after deducting the underwriting discount and
related estimated offering expenses and application of the estimated net
proceeds thereof as if such transactions were consummated on September 30,
1995.
 

<TABLE>
<CAPTION>
                                                            SEPTEMBER 30, 1995
                                                            -------------------
                                                            ACTUAL  AS ADJUSTED
                                                            ------- -----------
                                                              (IN THOUSANDS)
<S>                                                         <C>     <C>
Notes payable, bank (1).................................... $ 5,575   $    -
Current portions of long-term debt and capital lease
 obligations...............................................     675       675
                                                            =======   =======
Long-term debt, less current portion.......................   1,617     1,617
Capital lease obligations, less current portion............     784       784
Stockholders' equity:
  Common Stock, par value $.25 per share: authorized
   30,000,000 shares; issued 8,054,774 shares, actual and
   9,654,774 shares, as adjusted (2).......................   2,014     2,414
  Additional paid-in capital...............................  28,335    49,861
Retained earnings..........................................     457       457
                                                            -------   -------
                                                             30,806    52,732
Less--Treasury shares 246,052 shares at cost...............     311       311
   Unearned compensation--restricted stock.................     195       195
                                                            -------   -------
    Total stockholders' equity............................. $30,300   $52,226
                                                            -------   -------
    Total capitalization................................... $32,701   $54,627
                                                            =======   =======
</TABLE>

- --------
(1) At October 25, 1995, the outstanding balance was $5.4 million.
(2) Excludes (i) 849,222 shares of Common Stock issuable upon exercise of
    stock options outstanding at September 30, 1995, at a weighted average
    exercise price of $4.31 per share, (ii) 141,071 shares of Common Stock
    reserved for issuance pursuant to the Company's Employee Stock Purchase
    Plan, (iii) 205,436 shares of Common Stock reserved for issuance pursuant
    to the Company's 1986 Long-Term Incentive Plan, (iv) 35,000 shares of
    Common Stock reserved for issuance pursuant to the Company's 1994 Non-
    Qualified Stock Option Plan For Non-Employee Directors, and (v) 50,000
    shares of Common Stock issuable upon exercise of a warrant outstanding at
    September 30, 1995, at an exercise price of $3.75 per share.
 
                                      16

<PAGE>
 
                     SELECTED CONSOLIDATED FINANCIAL DATA
 
  The following selected consolidated financial data of the Company for fiscal
1991 through fiscal 1995 have been derived from the consolidated financial
statements of the Company, which have been audited by KPMG Peat Marwick LLP.
The selected consolidated financial data for the six months ended September
30, 1994 and 1995 are derived from unaudited financial statements. Selected
Consolidated Financial Data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
included elsewhere in this Prospectus. Unaudited data for the six months ended
September 30, 1994 and 1995 include, in the opinion of management, all
adjustments (consisting only of normal, recurring accruals) necessary to state
fairly the information set forth therein. Operations for the six months ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the fiscal year ending March 31, 1996.
 

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                FISCAL YEAR ENDED MARCH 31,              SEPTEMBER 30,
                          -------------------------------------------  ------------------
                           1991     1992    1993      1994     1995      1994      1995
                          -------  ------- -------  --------  -------  --------  --------
                                    (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                       <C>      <C>     <C>      <C>       <C>      <C>       <C>
INCOME STATEMENT DATA:
Sales...................  $66,344  $71,032 $69,543  $ 70,147  $78,254  $ 36,928  $ 46,167
                          -------  ------- -------  --------  -------  --------  --------
Costs and expenses:
 Cost of sales..........   44,127   51,055  52,404    55,395   54,376    25,913    30,888
 Research and
  development...........    2,825    3,873   2,915     3,429    4,154     1,798     3,915
 Selling and
  administrative........   16,484   16,074  16,281    16,281   15,727     7,337     8,737
 Repositioning expenses
  (credit)(1)...........       -        -       -      5,639       -         -       (320)
                          -------  ------- -------  --------  -------  --------  --------
  Total costs and
   expenses.............   63,436   71,002  71,600    80,744   74,257    35,048    43,220
                          -------  ------- -------  --------  -------  --------  --------
Operating income
 (loss).................    2,908       30  (2,057)  (10,597)   3,997     1,880     2,947
Other income (expense),
 net....................     (659)     161    (730)     (599)    (648)     (324)     (364)
                          -------  ------- -------  --------  -------  --------  --------
Income (loss) before
 income taxes...........    2,249      191  (2,787)  (11,196)   3,349     1,556     2,583
Provision for income
 taxes..................      943       78     200       270      502       294       388
                          -------  ------- -------  --------  -------  --------  --------
Income (loss) before
 extraordinary item.....    1,306      113  (2,987)  (11,466)   2,847     1,262     2,195
Extraordinary item--
 utilization of net
 operating loss
 carryforward...........      504        9      -         -        -         -         -
                          -------  ------- -------  --------  -------  --------  --------
Net income (loss).......  $ 1,810  $   122 $(2,987) $(11,466) $ 2,847  $  1,262  $  2,195
                          =======  ======= =======  ========  =======  ========  ========
Per share data:
 Income (loss) before
  extraordinary item....  $  0.18  $  0.02 $ (0.40) $  (1.53) $  0.36  $   0.16  $   0.27
 Extraordinary item.....     0.07       -       -         -        -         -         -
                          -------  ------- -------  --------  -------  --------  --------
 Net income (loss) per
  share.................  $  0.25  $  0.02 $ (0.40) $  (1.53) $  0.36  $   0.16  $   0.27
                          =======  ======= =======  ========  =======  ========  ========
Weighted average common
 shares and common share
 equivalents............    7,246    7,429   7,464     7,502    7,882    7 ,744     8,196
                          =======  ======= =======  ========  =======  ========  ========
<CAPTION>
                                         MARCH 31,                       SEPTEMBER 30,
                          -------------------------------------------    -------------
                           1991     1992    1993      1994     1995          1995
                          -------  ------- -------  --------  -------    ------------
                                                (IN THOUSANDS)
<S>                       <C>      <C>     <C>      <C>       <C>        <C>
BALANCE SHEET DATA:
Working capital.........  $14,454  $17,800 $15,767  $  8,981  $10,983       $11,109
Total assets............   57,071   53,211  53,777    44,430   50,167        52,046
Long-term debt,
 including current
 portion................    5,664    5,349   5,422     5,180    5,083         1,884
Other long-term
 liabilities............      434      350     465       395      794           886
Capital lease
 obligations, including
 current portion........       -        -    1,265     1,263    1,124         1,192
Stockholders' equity....   38,233   38,456  35,565    24,261   27,674        30,300
</TABLE>

- --------
(1) In fiscal 1994, the Company recorded repositioning expenses of $5.6
    million, related primarily to the consolidation of certain manufacturing
    facilities in response to a continued decline in defense related business.
    In the six months ended September 30, 1995, the Company recorded a
    $320,000 repositioning credit, attributable to the reversal of certain
    accruals for estimated carrying costs, as a result of an earlier than
    expected disposition of the Company's Methuen, Massachusetts facility.
 
                                      17

<PAGE>
 

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
  Historically, the Company has derived a substantial portion of its revenues
from sales to military customers. However, over the past several years, the
Company has been reducing its reliance on military business and increasing its
emphasis on the commercial wireless market. In fiscal 1993, the Company
estimates that orders from military customers accounted for approximately 50%
of the Company's total orders. Since fiscal 1993, this percentage has declined
steadily. Orders from commercial customers have increased in dollar amount,
and also have increased as a percentage of the Company's total orders, from an
estimated 60% in fiscal 1994, to an estimated 70% in fiscal 1995 and an
estimated 80% for the first six months of fiscal 1996. The Company
historically has reported its commercial and military sales mix based upon its
estimate of orders received in the period in question. The Company
characterizes incoming orders as military or commercial at the time orders are
received. This involves an element of judgment, particularly in the case of
orders received from distributors. Orders characterized as military are
generally recorded at the time of receipt in an amount equal to the full
dollar amount of the order. With respect to orders characterized as
commercial, the Company makes a judgment as to the dollar amount of the order
to be recorded in any period based upon the expected amount and timing of
revenues. There can be no assurance that the actual percentages of the
Company's military and commercial sales in any period would conform precisely
to the estimated percentages of orders for such period.
 
  In fiscal 1994, the Company consolidated certain manufacturing operations,
reduced its work force, and took other steps to reduce operating costs
relating to its declining military business. As a result, during the fourth
quarter of fiscal 1994, the Company took a repositioning charge of $5.6
million, primarily attributable to severance costs, consolidation costs and a
write-down to reduce the carrying value of its Methuen, Massachusetts
facility, which had been used primarily to manufacture products for military
customers. This repositioning charge contributed to the Company's operating
loss of $10.6 million in fiscal 1994.
 
  The Company's research and development efforts relating to the military
market have been funded primarily by its military customers. As the Company
has reduced its emphasis on military programs, the amount of the Company's
customer-sponsored research and development has diminished. At the same time,
Company-sponsored research and development costs have increased, from $2.9
million in fiscal 1993, to $3.4 million in fiscal 1994, $4.2 million in fiscal
1995 and $3.9 million for the first six months of fiscal 1996, constituting
20%, 25%, 33% and 57% of the Company's total research and development
expenditures for such periods, respectively.
 
  Because increases in Company-sponsored research and development have been
more than offset by the decline in customer-sponsored expenditures, the
Company's total expenditures on research and development have decreased since
fiscal 1993, from $14.6 million in that year, to $13.8 million in fiscal 1994,
$12.4 million in fiscal 1995 and $6.8 million in the first six months of
fiscal 1996, and have diminished as a percentage of the Company's sales from
21% to 20%, 16% and 15% for such periods, respectively.
 
  Company-sponsored research and development is focused on the development of
new and enhanced commercial products and related process technologies. In
contrast, customer-sponsored research and development has generally been
directed towards objectives defined by the Company's military customers. The
Company intends to continue to increase its expenditures on Company-sponsored
research and development which the Company believes will be more effective in
furthering the Company's strategy than customer-sponsored research and
development.
 
  Expenditures on customer-sponsored research and development that are
reimbursed by the customer are included both in sales and cost of sales.
Company-sponsored research and development is reflected in research and
development expense. The Company's gross margins are affected by the mix of
Company-sponsored and customer-sponsored research and development, since
research and development expenditures reimbursed by the customer are included
in cost of sales rather than in research and development expense. The
increased reliance by the Company on Company-sponsored research and
development and the decline in customer-sponsored research and development
have been a factor contributing to increases in the Company's gross margins
since fiscal 1994.
 
                                      18

<PAGE>
 
RESULTS OF OPERATIONS
 
  The following table sets forth selected consolidated income statement data
expressed as a percentage of sales for the periods indicated.
 

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                           FISCAL YEAR ENDED MARCH 31,           SEPTEMBER 30,
                          -----------------------------------  ----------------
                          1991   1992   1993    1994    1995     1994      1995
                          -----  -----  -----   -----   -----  --------  --------
<S>                       <C>    <C>    <C>     <C>     <C>    <C>       <C>
Sales...................  100.0% 100.0% 100.0%  100.0%  100.0%    100.0%    100.0%
                          -----  -----  -----   -----   -----  --------  --------
Costs and expenses:
 Cost of sales..........   66.5   71.9   75.4    79.0    69.5      70.2      66.9
 Research and develop-
  ment..................    4.3    5.5    4.2     4.9     5.3       4.9       8.5
 Selling and administra-
  tive..................   24.8   22.6   23.4    23.2    20.1      19.8      18.9
 Repositioning expenses
  (credit)..............     -      -      -      8.0      -         -       (0.7)
                          -----  -----  -----   -----   -----  --------  --------
  Total costs and ex-
   penses...............   95.6  100.0  103.0   115.1    94.9      94.9      93.6
                          -----  -----  -----   -----   -----  --------  --------
Operating income
 (loss).................    4.4    0.0   (3.0)  (15.1)    5.1       5.1       6.4
Other income (expense),
 net....................   (1.0)   0.3   (1.0)   (0.9)   (0.8)     (0.9)     (0.8)
                          -----  -----  -----   -----   -----  --------  --------
Income (loss) before in-
 come taxes.............    3.4    0.3   (4.0)  (16.0)    4.3       4.2       5.6
Provision for income
 taxes..................    1.4    0.1    0.3     0.3     0.7       0.8       0.8
                          -----  -----  -----   -----   -----  --------  --------
Income (loss) before ex-
 traordinary item.......    2.0    0.2   (4.3)  (16.3)    3.6       3.4       4.8
Extraordinary item--uti-
 lization of net operat-
 ing loss carryforward..    0.7     -      -       -       -         -         -
                          -----  -----  -----   -----   -----  --------  --------
Net income (loss).......    2.7%   0.2%  (4.3)% (16.3)%   3.6%      3.4%      4.8%
                          =====  =====  =====   =====   =====  ========  ========
</TABLE>

 
  SIX MONTHS ENDED SEPTEMBER 30, 1994 AND 1995. Sales for the first six months
of fiscal 1996 increased 25.0% to $46.2 million as compared to sales of $36.9
million for the first six months of fiscal 1995. This increase was
attributable to increased unit sales volumes in the Company's GaAs MMIC,
ceramic and silicon discrete semiconductor product lines, primarily into
commercial wireless markets, which more than offset declining military sales.
Unit sales increases offset flat or declining average selling prices in the
Company's markets.
 
  The increase in sales occurred despite the continued delay in volume
shipments under a $20 million contract to supply ceramic filters entered into
with Motorola in the third quarter of fiscal 1995. Motorola is working with
the Company to resolve a mechanical problem with the filter on a new
manufacturing line at Motorola. Orders received by the Company during the
first six months of fiscal 1996, which do not include any material amount
attributable to the Motorola ceramic filter contract, increased 32.6% compared
with the first six months of fiscal 1995. These new orders consisted primarily
of ceramic filter and resonator orders from other wireless OEMs as well as
orders for GaAs MMICs from wireless OEMs, including Motorola. The Company
accordingly does not expect the delay in the commencement of volume production
under the Motorola ceramic filter contract to have a material effect on its
results of operations.
 
  Gross profit for the first six months of fiscal 1996 increased 38.7% to
$15.3 million or 33.1% of sales, as compared to $11.0 million or 29.8% of
sales, for the comparable period in fiscal 1995. The improvement in gross
profit was attributable primarily to higher capacity utilization at the
Company's Woburn, Massachusetts manufacturing facility.
 
  Research and development expenses increased 117.7% to $3.9 million, or 8.5%
of sales in the first six months of fiscal 1996 as compared to $1.8 million or
4.9% of sales during the first six months of fiscal 1995. This increase was
primarily attributable to increased investment by the Company in the wireless
markets across all of its product lines. The Company will continue to invest
in product and process development in order to address the demands of the
wireless market.
 
  Selling and administrative expenses increased 19.1% to $8.7 million, or
18.9% of sales in the first six months of fiscal 1996, as compared to $7.3
million, or 19.8% of sales for the same period in fiscal 1995. Selling
 
                                      19

<PAGE>
 
and administrative expenses increased primarily as a result of training and
other costs related to the early phases of implementation of a new
manufacturing and management information system, as well as increased
commissions related to higher sales volume.
 
  The Company had a $320,000 repositioning credit during the first half of
fiscal 1996, which resulted from the reversal of certain accruals for
estimated carrying costs as a result of an earlier than expected disposition
of the Methuen, Massachusetts facility.
 
  Other expense increased primarily as a result of interest expense
attributable to higher short term borrowings.
 
  The Company's effective tax rate for the first six months of fiscal 1996 was
15.0% compared to the current combined federal, state and foreign rate of
approximately 40%. This rate differed from statutory rates primarily as a
result of the utilization of net operating loss carryforwards. At September
30, 1995, the Company had available net operating loss carryforwards of
approximately $23 million which expire commencing in 2004.
 
  FISCAL YEARS 1993, 1994 AND 1995. Sales for fiscal 1995 increased 11.6% to
$78.3 million as compared to sales of $70.1 million in fiscal 1994, which in
turn increased slightly over fiscal 1993 sales of $69.5 million. The increase
in fiscal 1995 was attributable to increased unit volumes in the Company's
GaAs MMIC, ceramic and silicon discrete semiconductor product lines, primarily
into commercial wireless markets, which more than offset declining military
sales. Unit increases offset flat or declining average selling prices in the
Company's markets.
 
  Gross profit increased 61.9% in fiscal 1995 to $23.9 million, or 30.5% of
sales, as compared to $14.8 million, or 21.0% of sales in fiscal 1994. Gross
profit decreased 13.9% in fiscal 1994 from $17.1 million, or 24.6% of sales,
in fiscal 1993. The increase in gross profit in fiscal 1995 was the result of
increased sales volumes and greater efficiencies and reduced costs due to the
consolidation of facilities that took place in fiscal 1994 when the Company
moved several product lines to its Woburn, Massachusetts plant. The decrease
in gross profit for fiscal 1994 was the result of steadily deteriorating
margins attributable primarily to the costs of maintaining dedicated resources
in the semiconductor and component businesses for certain military programs,
while revenues for these same programs declined. The facility consolidation
during the fourth quarter of fiscal 1994 also decreased gross profit because
of business interruptions and reengineering costs. Inventory liquidations
resulting from shortened manufacturing cycles also contributed to lower gross
profit during fiscal 1994.
 
  Research and development expenses increased 21.1% in fiscal 1995 to $4.2
million, or 5.3% of sales, from $3.4 million, or 4.9% of sales in fiscal 1994.
Research and development expenses increased 17.6% in fiscal 1994 from $2.9
million, or 4.2% of sales in fiscal 1993. Research and development expenses
have continued to increase as the Company shifts its focus from military
programs to commercial wireless markets.
 
  Selling and administrative expenses decreased to $15.7 million, or 20.1% of
sales, in fiscal 1995 from $16.3 million, or 23.2% of sales in fiscal 1994.
This decrease was primarily attributable to a reduction in administrative
personnel completed during the fourth quarter of fiscal 1994, as a result of
the consolidation of the Company's operations in Methuen, Massachusetts into
its operations in Woburn, Massachusetts. In fiscal 1994 and 1993, selling and
administrative expenses remained relatively constant in absolute dollars and
as a percentage of sales.
 
  Other expense was $648,000 in fiscal 1995, compared to $599,000 in fiscal
1994 and $730,000 in fiscal 1993. In fiscal 1995, a reduction in interest
expense was more than offset by reductions in interest income and other
income, net. The decrease in fiscal 1994 compared to fiscal 1993 was primarily
attributable to higher interest expense in fiscal 1993 relating to a
settlement of prior year tax issues that included a substantial interest
charge.
 
  The provision for income taxes in fiscal 1995, 1994 and 1993 was $502,000,
$270,000 and $200,000, respectively. Although the Company had losses in fiscal
1994 and fiscal 1993, foreign and state income taxes were paid. The Company's
effective tax rate for fiscal 1995 was 15.0%. This rate differed from
statutory rates primarily as a result of the utilization of net operating loss
carryforwards.
 
                                      20

<PAGE>
 
QUARTERLY RESULTS OF OPERATIONS
 
  The Company's quarterly and annual results have in the past varied and may
in the future vary significantly due to a number of factors, including:
cancellation or delay of customer orders; market acceptance of the Company's
or its customers' products; variations in manufacturing yields; timing of
announcement and introduction of new products by the Company and its
competitors; changes in revenue and product mix; competition; changes in
manufacturing capacity and variations in the utilization of this capacity;
variations in average selling prices; variations in operating expenses; the
long sales cycles associated with the Company's customer specific products;
the timing and level of product and process development costs; cyclicality of
the semiconductor and ceramic industries; the timing and level of nonrecurring
engineering revenues and expenses relating to customer specific products; and
changes in inventory levels. Any unfavorable changes in these or other factors
could have a material adverse effect on the Company's operating results.
 
  The following table sets forth unaudited selected consolidated income
statement data for the periods indicated, as well as such data expressed as a
percentage of sales for the same periods. This information has been derived
from unaudited consolidated financial statements which, in the opinion of
management, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of such information. The
operating results for any quarter are not necessarily indicative of the
results to be expected for any future period.

<TABLE>
<CAPTION>
                                                     QUARTER ENDED
                          ----------------------------------------------------------------------
                          JUNE 30,  SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,  SEPTEMBER 30,
                            1994        1994          1994       1995      1995        1995
                          --------  ------------- ------------ --------- --------  -------------
                                  (IN THOUSANDS, EXCEPT PER SHARE AND PERCENTAGE DATA)
<S>                       <C>       <C>           <C>          <C>       <C>       <C>
INCOME STATEMENT DATA:
Sales...................  $18,675      $18,253      $19,359     $21,967  $22,434      $23,733
                          -------      -------      -------     -------  -------      -------
Costs and expenses:
 Cost of sales..........   13,057       12,856       13,494      14,969   15,052       15,836
 Research and
  development...........      919          879          924       1,432    1,787        2,128
 Selling and
  administrative........    3,778        3,559        3,917       4,473    4,429        4,308
 Repositioning
  credit(1).............       -            -            -           -      (320)          -
                          -------      -------      -------     -------  -------      -------
  Total costs and
   expenses.............   17,754       17,294       18,335      20,874   20,948       22,272
                          -------      -------      -------     -------  -------      -------
Operating income........      921          959        1,024       1,093    1,486        1,461
Other income (expense),
 net....................     (178)        (146)        (185)       (139)    (176)        (188)
                          -------      -------      -------     -------  -------      -------
Income before income
 taxes..................      743          813          839         954    1,310        1,273
Provision for income
 taxes..................      140          154           65         143      196          192
                          -------      -------      -------     -------  -------      -------
Net income..............  $   603      $   659      $   774     $   811  $ 1,114      $ 1,081
                          =======      =======      =======     =======  =======      =======
Per share data:
 Net income per share...  $  0.08      $  0.08      $  0.10     $  0.10  $  0.14      $  0.13
                          =======      =======      =======     =======  =======      =======
Weighted average common
 shares and common share
 equivalents............    7,532        7,807        7,815       8,028    8,171        8,208
                          =======      =======      =======     =======  =======      =======
AS A PERCENTAGE OF
 SALES:
Sales...................    100.0%       100.0%       100.0%      100.0%   100.0%       100.0%
                          -------      -------      -------     -------  -------      -------
Costs and expenses:
 Cost of sales..........     69.9         70.4         69.7        68.1     67.1         66.7
 Research and
  development...........      4.9          4.8          4.8         6.5      8.0          9.0
 Selling and
  administrative........    20. 3         19.5         20.2        20.4     19.7         18.1
 Repositioning
  credit(1).............       -            -            -           -      (1.4)          -
                          -------      -------      -------     -------  -------      -------
  Total costs and
   expenses.............     95.1         94.7         94.7        95.0     93.4         93.8
                          -------      -------      -------     -------  -------      -------
Operating income........      4.9          5.3          5.3         5.0      6.6          6.2
Other income (expense),
 net....................     (0.9)        (0.8)        (1.0)       (0.7)    (0.8)        (0.8)
                          -------      -------      -------     -------  -------      -------
Income before income
 taxes..................      4.0          4.5          4.3         4.3      5.8          5.4
Provision for income
 taxes..................      0.8          0.9          0.3         0.6      0.8          0.8
                          -------      -------      -------     -------  -------      -------
Net income..............      3.2%         3.6%         4.0%        3.7%     5.0%         4.6%
                          =======      =======      =======     =======  =======      =======
</TABLE>

- --------
(1) In the quarter ended June 30, 1995, the Company recorded a $320,000
    repositioning credit, attributable to the reversal of certain accruals for
    estimated carrying costs, as a result of an earlier than expected
    disposition of the Methuen, Massachusetts facility.
 
                                      21

<PAGE>
 
FINANCIAL CONDITION
 
  At September 30, 1995, working capital totaled $11.1 million and included
$2.1 million in cash and cash equivalents, compared with $11.0 million at the
end of fiscal 1995. In July, 1995, the Company sold its Methuen, Massachusetts
plant and received net proceeds of $2.5 million. In connection with the sale,
using the net proceeds and $1 million borrowed under its line of credit, the
Company retired $3.5 million of related debt. During the first six months of
fiscal 1996, cash generated from the Company's operations combined with
additional borrowings under its line of credit were used to support increases
in accounts receivables and inventories and capital additions resulting from
the growth in new business. These capital additions included semiconductor and
ceramic manufacturing equipment, as well as various information technology
equipment, purchased for an aggregate of $3.9 million. With the increased
demand for its wireless products, the Company expects to increase its
investment in production facilities and equipment by approximately $12 million
in the next 12 months.
 
  In September 1995, the Company entered into a $6.5 million working capital
line of credit agreement which expires on August 1, 1997, of which
approximately $1.1 million was available at October 25, 1995, and a $5.0
million equipment line of credit which expires on July 31, 1996, of which
approximately $4.0 million was available at October 25, 1995. Advances under
these lines of credit bear interest at the prime rate or, at the Company's
option, the LIBOR rate plus 200 basis points. The Company is also seeking
approval from the State of Maryland for an additional $3 million of grant
funding to finance the planned expansion of its ceramic manufacturing
facility. Other sources of financing have also been or are being pursued, such
as increasing the amount of the line of credit, receiving additional grant
funding and capital financing through leases.
 
  The Company believes that its available lines of credit, together with cash
generated from operations and the net proceeds of this offering, will be
adequate to fund its operations and expected capital expenditures for at least
the next eighteen months.
 
                                      22

<PAGE>
 
 
                                  BUSINESS
 
INTRODUCTION
 
  The Company designs and manufactures a broad range of RF, microwave
frequency and millimeter wave frequency MMICs, ceramic products, discrete
semiconductors, and microwave and millimeter wave components and subsystems
for wireless communications applications. These applications include cellular
telephones, worldwide PCS/PCN, pagers, specialized mobile radio, wireless data
services and GPS. The Company utilizes proprietary GaAs, ceramic and silicon
process technologies to address the needs of wireless communications OEMs for
smaller, less expensive and more power efficient products.
 
  The Company gained extensive experience in the design and manufacture of
GaAs MMIC's, discrete semiconductors, ceramic products and components and
subsystems for millimeter wave frequencies in military applications. Over the
past several years, the Company has refocused this knowledge and experience on
the wireless communications commercial markets. As a result, the Company
believes that it is well-positioned as higher frequencies are increasingly
used in emerging wireless technologies such as PCS/PCN infrastructure
equipment, wireless cable TV and automotive collision avoidance systems.
 
  The Company currently focuses its sales and marketing efforts on the major
OEMs in the wireless communications industry, such as Motorola, Nokia,
Ericsson and AT&T, and their suppliers, with the objective of securing orders
for high volume, application specific products. With available capacity at its
GaAs fabrication facility, the Company believes that large volume product
orders offer opportunities for economies of scale and improved margins. By
maintaining close relationships with customers and by integrating its design
and manufacturing capabilities, the Company can better anticipate its
customers' needs and rapidly develop customer specific solutions based upon
the Company's core technologies. The Company believes that this approach
enhances the likelihood that the Company's products will be included in its
customers' designs for new wireless communications products.
 
INDUSTRY OVERVIEW
 
  The wireless communications industry has grown significantly during the past
decade and worldwide demand for wireless communications services and related
products and infrastructure continues to grow. This growth has been
attributable to lower costs to the consumer and improvements in the quality
and performance of many wireless technology products, including cellular
telephones and associated infrastructure, worldwide PCS/PCN, pagers,
specialized mobile radio, DBS TV and wireless data services. The industry has
responded to an increased desire for mobility and untethered access to
information in personal and business communications by making these products
smaller, less expensive and with improved battery life. Additionally, wireless
communications applications are growing in less developed countries because
they offer the advantages of a modern telephone and cable TV system without
the costly and time consuming development of an extensive wired
infrastructure. Finally, new and emerging applications of wireless technology,
such as GPS, wireless cable TV, RF identification tags, wireless local area
networks ("wireless LANs") and automotive collision avoidance systems are
increasing the size and scope of wireless communications markets.
 
  A typical cellular communications system comprises a geographic region
containing a number of cell sites, sometimes referred to as "base stations."
These base stations transmit and receive signals from mobile or handheld units
and, after processing, connect the signals to the local PBX switching office
of the wireline telephone system. Digital radios with a millimeter wave
carrier frequency increasingly are being used to network base stations to the
PBX switching office. To offer better performance and accommodate increased
communication traffic, cellular service providers are increasing the number of
cell sites and attempting to reduce the cost of the infrastructure. At PCS/PCN
frequencies, the infrastructure is being developed with substantially more and
smaller cell sites than cellular telephone systems.
 
                                      23

<PAGE>
 
  The rapid growth in the demand for wireless communications has led to
increased communication traffic and congestion of the historically assigned
frequency bands. At the same time, as new wireless communications technologies
proliferate, users of wireless services want to send ever increasing amounts
of data at ever greater transmission rates over wireless networks. These
communications require greater bandwidth, which is primarily available at
higher frequencies. For example, while cellular telephones operate at
frequencies of 800 to 960 Mhz, handsets used in emerging worldwide PCS/PCN
services operate at frequencies above 1.8 Ghz. The migration to higher
frequency bands requires significant investment in wireless infrastructure. In
addition, digital radio transceivers, utilizing millimeter-wave frequencies,
are increasingly being used in place of land lines as a more economical means
to link base stations in a cellular telephone or PCS/PCN system to the central
switching office.
 
  The Company believes that the new and emerging applications of wireless
technology will operate at even higher frequencies. The chart below identifies
some of the wireless applications according to the relative frequencies
currently assigned to them.
 
                           [BAR CHART APPEARS HERE]
 
  As the wireless communications industry has grown, competition among
wireless OEMs has become increasingly intense. Consumers are demanding
products that are smaller, less expensive and provide longer battery life, and
demanding continual improvements, leading to shorter product design and
manufacturing cycles. The Company believes that similar trends will
characterize emerging wireless technology applications such as GPS, wireless
cable TV, RF identification tags, wireless LAN and automotive collision
avoidance systems.
 
                                      24

<PAGE>
 
  GaAs and ceramic technologies have emerged as effective means to accommodate
these higher frequency applications. GaAs technology for MMICs is an effective
alternative or complement to silicon solutions for many wireless applications
at higher frequencies. GaAs has inherent physical properties that allow its
electrons to move up to five times faster than those of silicon. Also, the
GaAs substrate is semi-insulating whereas silicon is conductive. The higher
electron mobility provides for improved electrical performance at higher
frequencies versus silicon and also results in improved power efficiency and
consequently longer battery life. The semi-insulating properties of GaAs
permit integration in a single device of numerous functions which currently
cannot be realized effectively in silicon-based MMICs, thereby permitting
further miniaturization with GaAs.
 
  Ceramic material is an electrically passive medium that may be used for low
loss RF components. Certain ceramic materials exhibit high dielectric
constants which allow more compaction by reducing the electrical wavelengths
within the material enabling miniaturization. Filter technology is
increasingly important as handsets are developed to operate within narrower
bands of the frequency spectrum. Wireless handset manufacturers use ceramic
filters to reduce out-of-band noise. Dielectric resonator filters, dielectric
resonators, ferrites and coaxial resonators, such as those manufactured by the
Company, are used in cellular and PCS/PCN handset and infrastructure equipment
for a variety of filtering and other purposes.
 
THE ALPHA STRATEGY
 
  The Company's objective is to be a leading supplier of a broad and
complementary selection of GaAs RF, microwave and millimeter wave MMICs,
ceramic products, silicon discrete semiconductors, and microwave and
millimeter wave components and subsystems used in both infrastructure and
handheld equipment for the wireless communications industry. Key elements of
the Company's strategy are:
 
  .  Leverage Process Technologies in GaAs, Ceramic and Silicon. The Company
     uses its extensive experience in vertically integrated process
     technologies for GaAs MMICs, ceramic products and silicon discrete
     semiconductors to capitalize on the demand in the wireless
     communications markets for smaller and more power efficient products.
     The Company addresses smaller size and power efficiency by integrating
     more discrete components and functions onto its GaAs MMICs. It utilizes
     high dielectric ceramic materials to reduce size and improve
     performance. For example, the Company's ceramic products are widely used
     in cellular base stations due to their size and performance. In
     addition, its GaAs MMICs are well suited for amplification, switching
     and control functions in wireless handsets where power, size and
     efficiency are important considerations.
 
  .  Offer a Broad Array of Products Across the Frequency Spectrum. The
     Company offers a broad array of products in GaAs, ceramic and silicon
     that address a wide portion of the wireless communications frequency
     spectrum, including RF, microwave and millimeter wave. This enables the
     Company to offer an increasing portion of the "footprint" in wireless
     communications handheld and infrastructure equipment. Wireless OEMs
     therefore have the opportunity to satisfy an increasing percentage of
     their component needs from the Company.
 
     The Company gained extensive experience in the design and manufacture of
     millimeter wave MMICs and ceramic products in prior years as a military
     subcontractor. As a result, the Company believes that it is currently well-
     positioned in the commercial industry as higher frequencies are
     increasingly used in emerging applications of wireless technologies, such
     as PCS/PCN infrastructure equipment, wireless cable TV and automotive
     collision avoidance systems. Furthermore, the Company's experience with
     millimeter wave technologies and processes has enhanced its ability to
     offer microwave frequency products which demand less rigorous design and
     manufacturing processes than those required for the higher frequency
     millimeter wave products.
 
  .  Become a High Volume, Low Cost Manufacturer. The Company believes that
     large volume product orders offer opportunities for economies of scale
     and improved margins. The Company currently utilizes its internal wafer
     fabrication facilities in Woburn, Massachusetts and one external foundry
     to satisfy its GaAs MMIC processing requirements. As the Company
     develops new GaAs products and
 
                                      25

<PAGE>
 
     demand increases, it will continue to migrate manufacturing to its
     internal fabrication facilities, where capacity currently exists, in
     order to reduce costs and improve operating margins. However, the
     Company will continue to use external fabrication facilities when dual
     sourcing is advantageous or when outsourced capacity is needed for
     established product designs.
 
     In ceramics, the Company attempts to assure consistency, reproducibility
     and low costs through a vertically integrated manufacturing process, from
     formulating and blending raw materials, through forming, firing and
     finishing the final products. By controlling the critical processes and
     tightly coupling the materials process with design and fabrication, the
     Company is able to offer ceramic products which enhance the electrical
     performance of the customers' circuit design.
 
     The Company has invested in design automation and has developed high volume
     testing systems and production processes to maintain high manufacturing
     yields. The Company pursues continuous improvements in all phases of its
     operations, and its Woburn, Massachusetts facility is ISO 9001 certified.
 
  .  Supply Worldwide Industry Leaders; Respond to Need for Rapid Design
     Cycle Times. The Company focuses its sales and marketing efforts on the
     dominant OEMs and their principal suppliers in the wireless
     communications industry to secure orders for high volume, application
     specific products. These OEMs currently include Motorola, Nokia,
     Ericsson and AT&T. The Company continues to develop close relationships
     with its customers. By remaining in close contact with design
     engineering, manufacturing, purchasing and project management of its
     customers, the Company can better anticipate its customers' needs,
     rapidly develop customer specific solutions based upon the Company's
     core technologies and successfully design the Company's solutions into
     the customers' final products. The Company also strives to capitalize on
     its design experience, process technology and efficient wafer
     fabrication and ceramic production capabilities to quickly develop
     prototypes that can be ready for testing, demonstrating rapid design
     cycle time.
 
PRODUCTS AND MARKETS
 
  The Company has one of the wireless communications industry's broadest
selections of RF front-end products serving a number of functions and a wide
range of applications, including cellular and PCS/PCN handsets, base stations
and digital radio links, pagers, specialized mobile radio, wireless data
services, GPS, DBS TV, wireless cable TV, RF identification tags and
automotive collision avoidance systems.
 
  The Company's products serve the following functions:
 
    Amplification. Wireless communications systems require signal
  amplification in both the receive and transmit sections of the system. Of
  critical importance in the receive function is the ability to amplify the
  relatively weak incoming signal without adding background noise. GaAs MMIC
  amplifiers contribute less noise than silicon amplifiers at frequencies
  above 1 GHz. This advantage becomes even greater at higher frequencies. The
  transmit and receive functions must use power efficiently because battery
  life is a critical system feature in portable applications. GaAs products
  can operate at lower supply voltages and provide superior power efficiency
  when compared to silicon components.
 
    Switching and Control. Wireless communications equipment must route or
  adjust signal levels efficiently between the receiver and transmitter and
  other processing devices. This routing is typically accomplished with high
  speed switching components. As signals pass through these switches, the
  quality and strength of the signal can be degraded, resulting in a loss of
  signal power. The semi-insulating properties of GaAs MMIC structures used
  by the Company provide lower insertion loss and improved isolation in
  comparison to comparable silicon products and therefore generally provide a
  better vehicle for integrated switching functions.
 
    Frequency Conversion. After an incoming signal is received, it is
  converted to a lower frequency for easier processing. Processed signals are
  also converted to higher frequencies before being transmitted. These "down
  conversion" and "up conversion" functions provide opportunities for GaAs
  MMIC solutions,
 
                                      26

<PAGE>
 
  particularly at higher frequencies. GaAs MMICs reduce signal interference
  and have power gain through these conversions.
 
    Filtering. Filtering is used to prevent unwanted frequencies from
  interfering with the frequencies which are carrying the relevant
  information. Wireless communications systems often have transmitters which
  operate at slightly different frequencies than the receivers and these
  signals must be kept separate. Wireless antennas can also pick up ambient
  background signals which must be filtered out from the receiver path. The
  Company's high performance dielectric and coaxial resonator filters perform
  these functions in both base stations and handsets.
 
    Oscillation. Oscillators are used to generate the radio frequencies which
  are used in wireless communications. They are part of the frequency
  conversion function which uses "up conversion" to convert voice and data
  information up to radio frequencies for transmission and "down conversion"
  to convert them back down for digital signal processing in the receivers.
  The Company's ceramic coaxial resonators and discrete semiconductors are
  used to accurately define and control the frequency of oscillation.
 
  These functions, along with all of the functions in a typical cellular
handset, are identified in the diagram below.
 
        [ART OF TYPICAL WIRELESS COMMUNICATIONS HANDSETS APPEARS HERE]
 
 
                                       27

<PAGE>
 
  The Company categorizes its product lines and core technologies as follows:
 
                    .  RF, Microwave and Millimeter Wave MMICs
                    .  Ceramic Products
                    .  Discrete Semiconductors
                    .  Millimeter Wave Components and Subsystems
 
  The chart below identifies the major markets currently served by each of the
Company's product lines. In addition, the Company's products serve other
wireless markets.
 






                                    [CHART]







- --------
(1) These applications do not utilize millimeter wave components and
    subsystems.
 
  RF, Microwave and Millimeter Wave MMICs. The Company designs and
manufactures RF, microwave and millimeter wave MMICs in GaAs that integrate
numerous functions performed by discrete semiconductors. The functions of the
Company's GaAs MMICs include amplification, switching and control and
frequency conversion of signals in the radio transceiver portion of wireless
communications systems. In wireless voice and data applications, the Company's
GaAs MMICs are used in the handheld unit, base station transceivers and point
to point radio links between the base station and local wireline network. The
Company's millimeter wave MMICs connect transmissions between base stations,
including the local wireline PBX switching office. The Company believes that
this function is growing in importance, and that it will continue to do so as
a greater percentage of the higher frequency spectrum is allocated to
accommodate the increase in wireless communications traffic.
 
  Ceramic Products. The Company's ceramic products play a critical role in the
signal selection, or filtering process, that is essential to processing
communications signals. The physical properties of ceramic materials are
suitable for power efficiency and miniaturization. The Company is a major
supplier of miniature ceramic antennas to manufacturers of GPS receivers,
particularly for compact handheld units which are gaining popularity. Ceramic
products are crucial in the frequency-determining portions of DBS TV
receivers, radar detectors and intrusion alarms. They are also shrinking the
size of cellular radio base station equipment.
 
  Discrete Semiconductors. The Company fabricates discrete surface mount
semiconductors in both GaAs and silicon as stand alone components for
specialized applications which are not addressed efficiently by MMICs. Silicon
technology continues to be used for discrete semiconductors when circuit
integration is not possible or for certain applications for which the
properties of silicon material provide better performance. Discrete
semiconductors are used for amplification, switching and control and frequency
conversion in base stations, transmitters and receivers of cellular handsets.
 
                                      28

<PAGE>
 
  Millimeter Wave Components and Subsystems. Millimeter wave applications
operate above the microwave frequency range, primarily between 20 Ghz and 300
Ghz. The Company has been an industry leader in the design and manufacture of
millimeter wave components and subsystems for military and defense related
applications. This experience established the Company's advanced millimeter
wave MMIC capability. It also provides the Company with technological and cost
advantages in commercial applications, such as PCS/PCN and cellular telephone
infrastructure equipment. The Company manufactures MMIC based amplifiers,
transmitters and receivers, as well as single function components such as Gunn
oscillators, mixers, isolators and circulators for commercial applications,
including PCS/PCN radio equipment, and in emerging markets for intelligent
automobile cruise control and collision avoidance systems.
 
CUSTOMERS
 
  The Company's customers include leading OEMs and their principal suppliers
in the wireless communications industry. During the first six months of fiscal
1996, the Company estimates that approximately 80% of the Company's new orders
were from OEMs and their suppliers for commercial products, and the remaining
20% of new orders were for use in a wide variety of military and defense
related systems. The Company anticipates that the percentage of the Company's
sales attributable to military and defense related systems will continue to
decline for the foreseeable future. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations." During such period, the
Company's direct sales to Motorola, Ericsson, Nokia and AT&T, in the
aggregate, accounted for approximately 18% of the Company's sales. The
Company's direct sales to six other customers, believed by the Company to be
among the suppliers to these four OEMs, accounted for an additional 8% of the
Company's sales during such period. For the first six months of fiscal 1996,
direct sales to Motorola, excluding sales to its suppliers, accounted for
approximately 9.8% of the Company's sales. Direct sales to no one customer
accounted for in excess of 10% of the Company's sales during fiscal 1995 or
the first six months of fiscal 1996.
 
  One of the Company's major stockholders, which owns approximately 20% of the
Company's outstanding Common Stock (prior to giving effect to the offering
contemplated hereby), is a significant customer of the Company, accounting for
approximately 3.7% of the Company's sales for the first six months of fiscal
1996. The Company believes that all transactions with this stockholder have
been negotiated at arms-length and have been on terms and conditions no less
favorable to the Company than the Company could obtain in transactions with
independent third parties.
 
SALES AND MARKETING
 
  The Company sells its products through independent manufacturers'
representatives and through a direct sales staff. The Company currently has 14
domestic and 21 international independent manufacturers' representative
organizations. The Company's 26 person direct sales and marketing staff
manages the manufacturers' representatives on a regional basis and provides
sales direction and support to the manufacturers' representatives. The direct
sales staff also manages key customer accounts and worldwide customer support.
 
  The Company believes that the technical and complex nature of its products
and markets demands an extraordinary commitment to close ongoing relationships
with its customers. The Company strives to remain in close contact with its
customers' design, engineering, manufacturing, purchasing and project
management. The Company employs a team approach in developing such
relationships, combining the support of design and applications engineers,
manufacturing personnel, sales and marketing staff and senior management. The
Company's objective in developing such relationships is to become an extension
of the customer's design department. With a more comprehensive understanding
of its customers' requirements for current products and plans for future
applications, the Company believes it enhances its opportunities for design
wins.
 
 
                                      29

<PAGE>
 
COMPETITION
 
  The Company competes on the basis of price, performance, quality,
reliability, size, ability to meet delivery requirements and customer service
and support. The Company experiences intense competition worldwide from a
number of multinational companies that offer a variety of competitive products
and broader product lines, and which have substantially greater financial
resources and production, marketing, manufacturing, engineering and other
capabilities than the Company. The Company also faces competition from a
number of smaller companies. In addition, the Company's customers,
particularly its largest customers, may have or could acquire the capability
to develop or manufacture products competitive with those that have been or
may be developed or manufactured by the Company. The Company's future
operating results may depend in part upon the extent to which these customers
elect to purchase from outside sources rather than develop and manufacture
their own systems. There can be no assurance that such customers will rely on
or expand their reliance on the Company as an external source of supply. See
"Risk Factors--Competition."
 
  The production of GaAs MMICs is, and the Company believes will continue to
be, more costly than the production of silicon devices. As a result, the
Company must offer devices which provide superior performance to that of
silicon for specific applications in order to be competitive with silicon
devices. There can be no assurance that the Company's GaAs MMICs will be able
to provide such superior performance.
 
  The Company expects its competitors to continue to improve the performance
and lower the price of their current products and to introduce new products or
new technologies with enhanced functionality and new features. The Company
expects to continue to experience significant price competition that may
adversely affect its gross margins and its operating results. The Company
believes that to remain competitive, it will continue to be required to expend
significant resources on, among other things, new product development and
enhancements, as well as manufacturing efficiencies to reduce costs. There can
be no assurance that the Company will be able to compete successfully in the
future.
 
MANUFACTURING
 
  The Company has extensive expertise in manufacturing process technologies
for GaAs MMICs, discrete silicon semiconductors and ceramic products. The
Company's manufacturing operations are vertically integrated and the Company
attempts to control all critical steps in the manufacturing process in order
to shorten product design and manufacturing cycles, improve product quality
and reliability and reduce costs. In its Woburn, Massachusetts facility, the
Company designs, fabricates, tests and assembles GaAs MMICs, discrete silicon
semiconductors and components and subsystems. The Company's ceramic
manufacturing facility controls formulation, powder preparation, forming,
firing and finishing, as well as value-added assembly of its products. The
Company seeks to implement statistical process control and similar methods
throughout its operations as a means to monitor and improve product quality.
Many of the Company's manufacturing process technologies are proprietary.
 
  The Company's Woburn, Massachusetts design and manufacturing processes were
certified as ISO 9001 compliant in 1994. In addition, the Company has
successfully passed intensive audits by its major customers, Motorola, Nokia,
Ericsson and AT&T. The Company emphasizes intensive personnel training and
management support. Employees participate in 50 or more hours of classroom
training each year.
 
  The Company has in-house assembly capabilities but also uses several
subcontractors in Asia to package and wirebond very large volume orders of
integrated circuits. Although it is the Company's policy to have at least two
assembly houses located in different countries for each assembly process, at
times the Company is unable to achieve this goal because of minimum volume
requirements, service quality issues or other factors. After assembly, the
packaged products are returned to the Company for final testing in the
Company's automated production test facilities. The Company monitors the
processes of each subcontractor, reviewing the subcontractor's quality system,
production process, statistical and reliability program on an ongoing basis.
The Company's policy is to utilize, whenever possible, ISO 9001 certified and
Semiconductor Assembly Counsel
 
                                      30

<PAGE>
 
("SAC") certified subcontractors or those subcontractors who are currently
pursuing SAC registration. A reduction or interruption in the performance of
assembly services by subcontractors or a significant increase in the price
charged for such services by subcontractors could adversely affect the
Company's operating results. See "Risk Factors--Dependence on Assembly
Contractors."
 
  The fabrication of GaAs MMICs and semiconductor products is highly complex
and sensitive to dust and other contaminants, requiring production in a highly
controlled, clean environment. Minute impurities, difficulties in the
fabrication process or defects in the masks used to print circuits on the
wafer can cause a substantial percentage of the wafers to be rejected or
numerous die on each wafer to be nonfunctional. The less mature stage of GaAs
technology relative to silicon leads to somewhat greater difficulty in
controlling parametric variations, thereby yielding fewer good die per wafer.
In addition, the more brittle nature of GaAs wafers can result in higher
processing losses. To maximize wafer yield and quality, the Company tests its
products at various stages in the fabrication process, maintains continuous
reliability monitoring and conducts numerous quality control inspections
throughout the entire production flow using analytical manufacturing controls.
See "Risk Factors--Manufacturing Risks: Product Quality, Performance and
Reliability."
 
  The Company's operation of its own wafer fabrication facility entails a high
degree of fixed costs. Such fixed costs consist primarily of occupancy costs
for the manufacturing facilities, investments in manufacturing equipment,
repair, maintenance and depreciation costs related to such equipment and fixed
labor costs related to manufacturing and design and process engineering.
 
  The raw materials and equipment used in the production of the Company's
products are available from several suppliers and the Company is not dependent
upon any sole source of supply. However, the Company does procure certain
materials, components and services for its products from single or limited
sources. Although, on occasion, shortages have occurred and lead times have
been extended, the Company has not experienced any material difficulties in
obtaining raw materials or equipment. A supplier's variation in raw materials
could have a material adverse effect on the Company's business. If the Company
were to change suppliers, the Company would have to requalify the components
of such suppliers, causing potential delays. Also, prices could increase in
connection with changes in suppliers. See "Risk Factors--Limited Sources of
Materials and Services."
 
RESEARCH AND DEVELOPMENT
 
  The Company's research and development efforts are focused on the
development of new products based upon its core technologies that will be
marketed and sold through the Company's existing sales channels. The Company
is seeking to improve existing product performance, reduce costs, and improve
design and manufacturing processes. The Company's research and development is
focused on creating application specific designs that fully incorporate its
customers' system design goals, and on providing rapid design-cycle time,
well-defined design rules and highly repeatable, stable processes. In
developing new products, the Company utilizes a product platform concept, in
which new products are based on the fundamental architectures of existing
products.
 
  The Company developed much of its millimeter wave technology in connection
with approximately 25 years of military and defense related contracts
involving sophisticated millimeter wave semiconductor and ceramic products.
The Company is using the techniques, processes and experience in millimeter
wave technology developed in connection with these government programs for
current and emerging commercial applications. In furtherance of the Company's
research and development program, the Company will pursue and accept only
those government, military and defense-related contracts that advance the
Company's core technology for commercial applications in the wireless
communications industry or offer high profit margin potential with low risk.
 
  The Company's research and development expenditures, including both Company-
sponsored and customer-sponsored research and development, for fiscal 1993,
1994 and 1995 and the first six months of fiscal 1996, were $14.6 million,
$13.8 million, $12.4 million and $6.8 million, respectively. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 
                                      31

<PAGE>
 
  The wireless communications market is subject to rapid technological change,
frequent new product introductions and enhancements, product obsolescence,
changes in end-user requirements and evolving industry standards. The
Company's ability to be competitive in this market will depend in significant
part upon its ability to successfully develop, introduce and sell new products
on a timely and cost effective basis that respond to changing customer
requirements. See "Risk Factors--Product and Process Development and
Technological Change."
 
GOVERNMENT REGULATIONS
 
  Wireless communications are subject to extensive regulation by the laws of
the United States and other countries and international treaties. The
Company's products are incorporated into OEM final products which must conform
to a variety of domestic and international requirements established, among
other things, to avoid interference among users of wireless devices and to
permit interconnection of equipment. Every country has a different regulatory
process. Regulatory bodies worldwide are continuing the process of adopting
new standards for wireless communication products. The delays inherent in this
governmental approval process may cause the cancellation, postponement or
rescheduling of the installation of wireless communications systems
incorporating the Company's products by its customers, which in turn may have
a material adverse effect on the sale of products by the Company to such
customers. The Company is also affected to the extent that domestic and
international authorities regulate the allocation of the radio frequency
spectrum and impose technical standards. Equipment to support new services can
be marketed only if permitted by suitable frequency allocations and
regulations, and the process of establishing new regulations is complex and
lengthy. Failure by the regulatory authorities to allocate suitable frequency
spectrum could delay the expansion of the market potential for the Company's
products.
 
  The regulatory environment in which the Company operates is subject to
change. Regulatory changes, which are affected by political, economic and
technical factors, could significantly impact the Company's operations by
restricting development efforts by the Company's customers, making current
systems obsolete, expanding market opportunities for the Company's
competitors, or otherwise increasing the opportunity for additional
competition. Any such regulatory changes, including changes in the allocation
of available spectrum, could have an effect on the Company's business and
operating results, which effect could be material and adverse. See "Risk
Factors--Government Regulation of Communications Industry."
 
INTELLECTUAL PROPERTY
 
  The Company believes that the success of its business will depend more on
the technical competence, creativity and manufacturing and marketing abilities
of its employees than on patents, trademarks and other intellectual property
rights. The Company's objective is to foster continuing technological
innovation to maintain and protect its competitive position. Nevertheless, the
Company has a policy of seeking patents when appropriate on inventions
resulting from its ongoing research and development and manufacturing
activities.
 
  The Company relies primarily on trade secret laws, confidentiality
procedures and licensing arrangements to protect its intellectual property
rights. The Company enters into confidentiality and nondisclosure agreements
with its service providers, customers, employees and others, and attempts to
limit access to and distribution of its proprietary information. However,
there can be no assurance that such measures will adequately protect the
Company's trade secrets or other proprietary information, that disputes with
respect to the ownership of its intellectual property rights will not arise,
that the Company's trade secrets or proprietary technology will not otherwise
become known or be independently developed by competitors or that the Company
can otherwise meaningfully protect its intellectual property rights. See "Risk
Factors--Difficulty in Protecting Intellectual Property."
 
  Although there are no pending lawsuits against the Company regarding
infringement of any existing patents or other intellectual property rights,
the Company from time to time is notified of claims that the Company may be
infringing patent, trademark, mask work, copyright or other proprietary rights
of third parties. Furthermore,
 
                                      32

<PAGE>
 
there can be no assurance that such infringement claims will not be asserted
by third parties in the future with respect to the Company's products or that
the Company's products will not infringe patent, trademark, mask work,
copyright or other proprietary rights of third parties. The Company may seek
to obtain licenses from third parties under such rights or may attempt to
develop non-infringing technology. There can be no assurance that the Company
will obtain any such licenses upon acceptable terms or that the Company would
be successful in developing such non-infringing technology. The Company's
involvement in any patent dispute or other intellectual property dispute or
action to protect trade secrets and know how could have a material adverse
effect on the Company's business. Adverse determinations in any litigation
could subject the Company to significant liability to third parties, require
the Company to seek licenses from third parties and prevent the Company from
manufacturing and selling its products. Any of these situations could have a
material adverse effect on the Company's business. See "Risk Factors--
Intellectual Property Claims."
 
EMPLOYEES
 
  As of September 30, 1995, the Company had approximately 930 employees,
including 630 in manufacturing, 160 in engineering, research and development,
65 in marketing and sales, and 75 in administration and finance. None of the
Company's employees is represented by a collective bargaining agreement, nor
has the Company experienced any work stoppage. The Company considers its
relations with its employees to be good.
 
FACILITIES
 
  The Company's corporate headquarters and its MMIC, discrete semiconductor,
and components and subsystems operations occupy a 158,000 square foot facility
owned by the Company in Woburn, Massachusetts. At the Woburn facility,
approximately 108,000 square feet are devoted to design, development and
manufacture of MMICs, discrete semiconductors, and components and subsystems.
The Woburn facility includes a 6,000 square foot class 100 clean room (no more
than 100 particles larger than 0.5 microns in size per cubic foot of air), a
6,000 square foot class 10,000 clean room (no more than 10,000 particles
larger than 0.5 microns in size per cubic foot of air) and a 6,000 square foot
class 100,000 clean room (no more than 100,000 particles larger than 0.5
microns in size per cubic foot of air).
 
  The Company owns a 92,000 square foot facility in Adamstown, Maryland which
is the Company's primary ceramic products manufacturing facility. In addition,
the Company leases an approximate 33,000 square foot facility in Frederick,
Maryland to provide additional manufacturing capacity for dielectric resonator
filters. This lease expires in August 1997. The Company also leases a 7,200
square foot facility in Marly, France, which lease expires in 2008, and rents
a 3,600 square foot facility in Milpitas, California on a month-to-month
basis. The facilities in France and California are also utilized in the
Company's ceramic products manufacturing operations.
 
  The Company is currently operating slightly more than one shift at the
Woburn, Massachusetts facility, and intends to add a full second shift before
the end of 1995. The equipment is generally utilized in the facility at
approximately 40% of capacity based on an assumed three shift, five day per
week operation. The Company intends to use a portion of the proceeds of this
offering to acquire additional MMIC production equipment and to upgrade its
wafer fabrication facilities in order to increase production capacity. With
this additional manufacturing equipment, the Company believes that this
facility will meet production capacity requirements over the next two to three
years. The Company also believes that available capacity at its Woburn
facility provides it with significant opportunities to improve operating
margins by adding additional shifts, without significantly increasing
manufacturing fixed costs, as sales volumes increase. See "The Alpha
Strategy." The Company believes additional manufacturing capacity is needed to
meet current demand for ceramic products and intends to use a portion of the
net proceeds of this offering to expand its ceramic manufacturing capacity in
Maryland. See "Use of Proceeds."
 
                                      33

<PAGE>
 
                                  MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  The directors and executive officers of the Company are as follows:
 

<TABLE>
<CAPTION>
   NAME                      AGE POSITION
   ----                      --- --------
   <S>                       <C> <C>
   George S. Kariotis.......  72 Chairman of the Board of Directors
   Martin J. Reid...........  54 Director, President and Chief Executive Officer
   David J. Aldrich.........  38 Vice President, Chief Financial Officer and
                                 Treasurer
   P. Daniel Gallagher......  51 Vice President
   Thomas C. Leonard........  61 Vice President
   Joseph J. Alberici.......  39 Vice President, President and Chief Executive
                                 Officer of Trans-Tech, Inc.
   Paul E. Vincent..........  48 Controller
   Arthur Pappas............  59 Director
   Raymond Shamie...........  74 Director
   Sidney Topol.............  70 Director
   Charles A. Zraket........  71 Director
</TABLE>

 
  The Company's Restated Certificate of Incorporation and Amended and Restated
By-Laws provide for the division of the Board of Directors into three classes,
each having a staggered three-year term of office. The term of one class
expires each year. At each annual meeting of the stockholders following the
initial classification, the directors elected to succeed those directors whose
term expire are designated as being the same class as the directors they
succeed and are elected to hold office until the third succeeding annual
meeting. Directors may be removed only for cause at a stockholders' meeting
upon the vote of stockholders holding a majority of the Company's Common
Stock, or upon the vote of a majority of the directors then in office.
 
  George S. Kariotis was Chairman of the Board and Chief Executive Officer
from 1962 when the Company was founded until 1978, and, from 1974 to 1978, he
was also Treasurer of the Company. From 1979 to 1983, Mr. Kariotis was the
Secretary of Manpower Development and Economic Affairs for the Commonwealth of
Massachusetts. He was re-elected Chairman of the Board of the Company in 1983
and Chief Executive Officer in 1985. Mr. Kariotis resigned as Chief Executive
Officer in July 1986 while he campaigned for public office. He resumed his
position as Chief Executive Officer in November 1986, and served in that
capacity until 1991.
 
  Martin J. Reid was a Vice President of the Company from 1975 to 1981, and
from 1981 to 1985, he was a Senior Vice President of the Company. Mr. Reid was
elected President, Chief Operating Officer and became a Director in 1985. He
was elected acting Chief Executive Officer in July 1986 while Mr. Kariotis
campaigned for public office, and relinquished that position and resumed his
position as Chief Operating Officer in November 1986 after Mr. Kariotis'
campaign. Mr. Reid was elected to the position of Chief Executive Officer in
1991.
 
  David J. Aldrich joined the Company in 1995 as Vice President, Chief
Financial Officer and Treasurer. From 1989 to 1995, Mr. Aldrich held several
positions at M/A-COM, Inc., including Manager Integrated Circuits Active
Products, Corporate Vice President Strategic Planning, Director of Finance and
Administration, and Director of Strategic Initiatives with the
Microelectronics Division. Prior to joining M/A-COM, Inc., Mr. Aldrich was
Controller with Adams Russell Electronics Company from 1984 to 1989 and a
project leader for a NASA satellite communications program with Space
Communications Company (a Fairchild Industries and Contel Inc. Partnership)
from 1981 to 1983. Mr. Aldrich is a director of CableMaxx, Inc., a wireless
cable television service provider.
 
                                      34

<PAGE>
 
  P. Daniel Gallagher joined the Company in 1989 as Director of Device
Operations of the Company's Devices Group, and was elected Vice President in
1990. Previously, he held a series of engineering and marketing positions at
M/A-COM, Inc., beginning with his initial assignment as a semiconductor
engineer in 1968. He was appointed a Vice President of Marketing of M/A-COM,
Inc. in 1980, and in his last assignment he was the Vice President-General
Manager of the M/A-COM, Inc. Lowell Semiconductor Operation. Mr. Gallagher
began his career in 1966 with ITT UK as a semiconductor process engineer.
 
  Thomas C. Leonard joined the Company in 1992 as General Manager of the
Components and Systems Division. He became the General Manager of Operations
for the Alpha Microwave Division effective January 1994 and was elected a Vice
President in 1994. Mr. Leonard has over 30 years experience in the microwave
industry, having held a series of general managerial and marketing positions
at M/A-COM, Inc., from 1972 to 1992 and prior to 1972 at Varian Associates and
Sylvania.
 
  Joseph J. Alberici joined Trans-Tech, Inc., a subsidiary of the Company, in
1987 and has held several positions with Trans-Tech, Inc., including Vice
President of Marketing and New Products, Executive Vice President and Chief
Operating Officer. He has been President and Chief Executive Officer of Trans-
Tech, Inc. since 1992 and was elected Vice President of the Company in 1994.
Prior to 1987, Mr. Alberici was Plant Manager of the Microwave Products
Division for MuRata Erie NA. In addition, from approximately 1974 to 1979, Mr.
Alberici held several engineering positions with Lambda Electronics and
American Technical Ceramic.
 
  Paul E. Vincent has held his position as Controller since he joined the
Company in 1979.
 
  Arthur Pappas, a Director of the Company since 1988, was a founder and, from
1969 to 1979, Vice President Finance and Operations of Datel Systems, Inc., a
manufacturer of data conversion products. Mr. Pappas was a founder and, from
1980 to 1984, President of Power General Corporation, a manufacturer of
switching power supplies. Mr. Pappas then founded and from 1985 to 1988 was
Chairman of Metra-Byte Corporation, a manufacturer of measurement and control
products for personal computers. Most recently, Mr. Pappas founded and since
1994 has been Chairman of Astrodyne Corporation, a manufacturer of power
supplies.
 
  Raymond Shamie, a Director of the Company since 1985, was President of
Shamie Management Corporation from 1986 to 1995. Prior to 1986, Mr. Shamie was
Chairman of the Board and Chief Executive Officer of Metal Bellows
Corporation, a manufacturer of pressure sensing and fluid control systems for
aerospace and nuclear applications.
 
  Sidney Topol, a Director of the Company since 1992, is a Director of
Scientific Atlanta, Inc., a manufacturer of satellite communications and cable
television equipment, and Wandel and Golterman Technologies, Inc., a
manufacturer of test instruments. Mr. Topol has been President of The Topol
Group, Inc., a consulting company, since 1989. Mr. Topol was President of
Scientific Atlanta, Inc. from 1971 to 1983, Chief Executive Officer from 1975
to 1987, and Chairman of the Board from 1978 to 1990. Prior to 1971, Mr. Topol
held various executive positions with Raytheon Company for 22 years.
 
  Charles A. Zraket became a Director of the Company in September 1995. From
1958 until 1990, Dr. Zraket was employed in various capacities, most recently
as President and Chief Executive Officer, by the MITRE Corporation, a not-for-
profit research and systems engineering organization. Dr. Zraket currently is
a trustee of the MITRE Corporation, Northeastern University, Beth Israel
Hospital, the Hudson Institute and Chairman of the Computer Museum in Boston.
He is also a Director of Wyman-Gordon Corporation.
 
                                      35

<PAGE>
 
                         DESCRIPTION OF CAPITAL STOCK
                               AND OTHER MATTERS
 
  The authorized capital stock of the Company consists of 30,000,000 shares of
Common Stock, $.25 par value per share.
 
  The following descriptions of the capital stock and certain additional
charter provisions relating to changes in control and directors' liability,
are qualified in their entirety by reference to the Company's Restated
Certificate of Incorporation and Amended and Restated By-Laws.
 
COMMON STOCK
 
  The issued and outstanding shares of Common Stock are validly issued, fully
paid and non-assessable. The Common Stock offered hereby, when issued and sold
as contemplated by this Prospectus, will be validly issued, fully paid and
non-assessable.
 
  The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders of the Company. The holders of
Common Stock are entitled to receive dividends out of assets legally available
therefor at such times and in such amounts as the Board of Directors may
determine. For a description of contractual limitations on the Company's
ability to pay dividends, see "Dividend Policy." The shares of Common Stock
are neither redeemable nor convertible, and the holders thereof have no
preemptive or, except as described under "Rights Distribution," below,
subscription rights to purchase any securities of the Company. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive pro rata the assets of the Company which are
legally available for distribution, after payment of all debts and other
liabilities.
 
  At September 30, 1995, 7,808,722 shares of Common Stock were outstanding and
held of record by approximately 1,200 stockholders. Options to purchase an
aggregate of 849,222 shares of Common Stock were also outstanding at September
30, 1995.
 
WARRANT
 
  As of September 30, 1995, the Company had outstanding an immediately
exercisable warrant to purchase 50,000 shares of Common Stock, at an exercise
price of $3.75 per share. This warrant is held by Silicon Valley Bank and
expires on April 1, 1999. In the event that the Company registers any of its
securities under the Securities Act, Silicon Valley Bank has the right to
require the Company to register the shares issuable pursuant to the warrant,
subject to certain limitations, as set forth in the warrant. These
registration rights have been waived with respect to this offering.
 
TRANSFER AGENT AND REGISTRAR
 
  The Transfer Agent and Registrar of the Common Stock is The First National
Bank of Boston.
 
ADDITIONAL CHARTER PROVISIONS
 
  The Company's Restated Certificate of Incorporation and Amended and Restated
By-Laws include several provisions which may render more difficult an
unfriendly tender offer, proxy contest, merger or change in control of the
Company. See "Risk Factors--Impediments to Changes in Control."
 
  The Company's Restated Certificate of Incorporation provides (i) for the
classification of the Board of Directors into three classes with staggered
terms of office, (ii) that all stockholder action must be taken at a
stockholders' meeting, thereby eliminating the right to take action by written
consent of the holders of 51% of the outstanding Common Stock, (iii) that the
affirmative vote of the holders of 80% of the Company's outstanding voting
stock is necessary to approve a merger or consolidation, a sale, lease,
exchange, mortgage, pledge or other disposition of substantially all of the
Company's assets, or the issuance or transfer of securities
 
                                      36

<PAGE>
 
or assets of the Company having a fair market value exceeding $500,000 in
exchange for securities of another business entity, unless such transaction is
approved by a majority of the directors who held office prior to the time a
person or entity proposing such a transaction became the beneficial owner of
5% of the outstanding stock of the Company and (iv) that 80% of the number of
outstanding shares of Common Stock is required to amend these provisions in
the Restated Certificate of Incorporation. The Restated Certificate of
Incorporation also requires business combinations involving the Company and
any holder (including affiliates, associates and others who may be acting in
concert with such holder) of more than 20% of the voting power of the
Company's outstanding capital stock (a "Related Person") to be approved by the
holders of 90% of the outstanding voting stock of the Company, unless (i) the
business combination is approved by a majority of the members of the Board of
Directors who are unaffiliated with the Related Person and who were members of
the Board of Directors at the time the Related Person became a Related Person
("Continuing Directors") or successor directors recommended by such Continuing
Directors who are also unaffiliated with the Related Person, and (ii) certain
minimum price requirements and other conditions are met. Amendment of the
"fair price provision" may be effected only by a vote of the holders of 90% or
more of all of the Company's outstanding shares of voting stock.
 
  The Company's Amended and Restated By-Laws do not authorize stockholders
holding a majority of the Company's outstanding voting stock to call a special
meeting of stockholders. Special meetings of stockholders may only be called
by the President or by the Board of Directors. The Amended and Restated By-
Laws also provide that directors may be removed only for cause.
 
  Options issued under the Company's 1986 Long-Term Incentive Plan and the
1994 Non-Qualified Stock Option Plan for Non-Employee Directors are subject to
vesting schedules ranging from one to five years. However, such options become
immediately exercisable upon a change in control of the Company.
 
RIGHTS DISTRIBUTION
 
  In 1986, the Board of Directors declared a dividend distribution of one
right (a "Right") for each outstanding share of Common Stock held of record on
December 5, 1986 or issued thereafter prior to the "Separation Time," as
defined below. After December 5, 1986 and for so long as the Rights are not
transferable separately from the Common Stock, one Right is deemed to be
delivered with each share of Common Stock issued or transferred by the
Company, including shares of Common Stock issuable in this offering and under
the Company's Savings and Retirement Plan, Employee Stock Purchase Plan, 1994
Non-Qualified Stock Option Plan for Non-Employee Directors and the 1986 Long-
Term Incentive Plan.
 
  The "Separation Time" is the close of business on the earlier of (i) the
tenth business day (or such earlier or later date not beyond the thirtieth day
as the Board of Directors may decide) (a "Flip-in Date"), after the
announcement that a person has acquired 10% or more of the outstanding Common
Stock of the Company (or that a person already owning 10% has acquired any
more Common Stock) (an "Acquiring Person") or (ii) the tenth business day (or
such later date as the Board of Directors may decide) after any person
commences a tender or exchange offer to acquire beneficial ownership of 10% or
more of the outstanding shares of Common Stock. Until the Separation Time, the
Rights will be evidenced solely by the Common Stock certificates and may be
transferred only with the Common Stock.
 
  After the Separation Time, the Rights become exercisable and may be
transferred independently of shares of Common Stock, and separate certificates
evidencing the Rights will be mailed to stockholders. The Rights will expire
on the earlier of (i) December 5, 1996, or (ii) the date on which the Rights
are redeemed.
 
  Commencing after a Flip-in Date has occurred, the holders of Rights, except
the Acquiring Person, are entitled to purchase that number of shares of the
Company's Common Stock having a market value equal to twice the exercise price
of $30 per share (the "Exercise Price"). However, in lieu of the right to
purchase shares of the Company's Common Stock at an effective 50% discount,
the Board of Directors of the Company may elect to issue one share of Common
Stock for each Right held by each holder other than the Acquiring Person.
 
                                      37

<PAGE>
 
  After an Acquiring Person has become such and prior to the expiration of the
Rights, the Company may not (i) consolidate or merge with any other person,
(ii) sell or otherwise transfer to any other person more than 50% of the
Company's assets, or assets generating more than 50% of the Company's
operating income or cash flow, (iii) engage in certain self-dealing
transactions with Acquiring Persons, or (iv) permit certain events to occur
when there is an Acquiring Person, if at the time of such merger, sale or
self-dealing transaction the Acquiring Person controls the board of directors
and, in the case of merger, will receive different treatment than other
stockholders, unless in any such case provision is made so that each holder of
a Right will thereafter have the right to receive, at the then current
Exercise Price, a number of shares of common stock of the Acquiring Person
engaging in the transaction having a market value equal to two times the
Exercise Price of the Right.
 
  The Rights may be redeemed by the Company for $.05 per Right, either in cash
or in Common Stock, at any time prior to the close of business on a Flip-in
Date.
 
  The provisions in the Restated Certificate of Incorporation and Amended and
Restated By-Laws referred to above, and the authority under the 1986 Long-Term
Incentive Plan to grant options with accelerated vesting schedules in the
event of a change in control of the Company, as well as the authority of the
Board of Directors to issue additional shares of Common Stock and accelerate
the exercisability of the Rights could be used by the Board of Directors in a
manner calculated to prevent the removal of management and make more difficult
or discourage a change in control of the Company. The distribution of Rights
and certain aspects of the foregoing provisions in the Company's Restated
Certificate of Incorporation and Amended and Restated By-Laws were designed to
afford the Board of Directors the opportunity to evaluate the terms of a
takeover attempt without haste or undue pressure, advise stockholders of its
findings, and to negotiate to protect the interests of all stockholders. See
"Risk Factors--Impediments to Changes in Control."
 
LIMITATION OF DIRECTORS' LIABILITY
 
  The Company's Restated Certificate of Incorporation includes provisions (i)
to eliminate the personal liability of the Company's directors to the Company
or its stockholders for monetary damages resulting from breaches of their
fiduciary duty (subject to certain exceptions, such as breach of the duty of
loyalty to the Company or its stockholders) and (ii) to permit the Company to
indemnify its directors and officers to the fullest extent permitted by law.
The Company's Amended and Restated By-Laws include provisions for mandatory
indemnification of its officers and directors provided certain conditions are
met.
 
  The Company has directors' and officers' liability insurance.
 
                                      38

<PAGE>
 
                                 UNDERWRITING
 
  Montgomery Securities, Oppenheimer & Co., Inc. and Adams, Harkness & Hill,
Inc. (the "Underwriters") have agreed, subject to the terms and conditions set
forth in the underwriting agreement (the "Underwriting Agreement"), to
purchase from the Company the number of shares of Common Stock indicated
below, opposite their respective names, at the public offering price less the
underwriting discount set forth on the cover page of this Prospectus. The
Underwriting Agreement provides that the obligations of the Underwriters are
subject to certain conditions precedent and that the Underwriters are
committed to purchase all of such shares if any are purchased.
 

<TABLE>
<CAPTION>
                                                                        Number
   Underwriters                                                        of Shares
   ------------                                                        ---------
   <S>                                                                 <C>
   Montgomery Securities..............................................   672,000
   Oppenheimer & Co., Inc.............................................   672,000
   Adams, Harkness & Hill, Inc........................................   256,000
                                                                       ---------
     TOTAL............................................................ 1,600,000
                                                                       =========
</TABLE>

 
  The Underwriters have advised the Company that they propose initially to
offer the shares of Common Stock to the public on the terms set forth on the
cover page of this Prospectus. The Underwriters may allow selected dealers a
concession of not more than $0.51 per share; and the Underwriters may allow,
and such dealers may reallow, a concession of not more than $0.10 per share to
certain other dealers. After the offering, the offering price and other
selling terms may be changed by the Underwriters. The Common Stock is offered
subject to receipt and acceptance by the Underwriters and to certain other
conditions, including the right to reject orders in whole or in part.
 
  The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to a
maximum of 240,000 additional shares of Common Stock solely to cover over-
allotments, if any, at the same price per share as the initial 1,600,000
shares to be purchased by the Underwriters. To the extent that the
Underwriters exercise this option, the Underwriters will be committed, subject
to certain conditions, to purchase such additional shares in approximately the
same proportion as set forth in the above table. The Underwriters may purchase
such shares only to cover over-allotments made in connection with this
offering.
 
  The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including civil liabilities under
the Securities Act, or will contribute to payments the Underwriters may be
required to make in respect thereof.
 
  All of the directors and executive officers of the Company, holding an
aggregate of 497,962 shares of Common Stock (including 396,400 shares of
Common Stock issuable under stock options that are or will become vested as of
90 days from the date of this Prospectus), have agreed that they will not,
without the prior written consent of Montgomery Securities, directly or
indirectly, offer, sell, contract to sell, make any short sale, pledge,
establish an open "put equivalent position" within the meaning of Rule 16a-
1(h) under the Exchange Act, or otherwise dispose of any shares of Common
Stock, options to acquire shares of Common Stock or any securities convertible
or exchangeable for shares of Common Stock, or publicly announce the intention
to do any of the foregoing, for a period of 90 days after the day on which the
registration statement including this Prospectus becomes effective by order of
the Securities and Exchange Commission ("Effective Date"). In addition, the
Company has agreed in the Underwriting Agreement that, without the prior
written consent of Montgomery Securities, it will not issue, offer, sell, or
grant shares of Common Stock or options to purchase such shares (other than
options or shares granted or issued pursuant to the Company's 1986 Long-Term
Incentive Plan, Savings and Retirement Plan, 1994 Non-Qualified Stock Option
Plan for Non-Employee Directors, Employee Stock Purchase Plan) or otherwise
dispose of the Company's equity securities, or any other securities
convertible into or exchangeable for the Company's Common Stock or other
equity securities for a period of 90 days after the first date that any shares
of Common Stock are released for sale in the offering.
 
                                      39

<PAGE>
 
                                 LEGAL MATTERS
 
  The validity of the securities offered by the Company hereby has been passed
upon for the Company by Brown, Rudnick, Freed & Gesmer, Boston, Massachusetts.
A member of such firm is the Secretary of the Company, and certain members of
such firm beneficially own a nominal number of shares of Common Stock. Certain
legal matters in connection with the Common Stock offered hereby will be
passed upon for the Underwriters by Foley, Hoag & Eliot, Boston,
Massachusetts.
 
                                    EXPERTS
 
  The consolidated financial statements and schedules of Alpha Industries,
Inc. and subsidiaries as of April 2, 1995 and April 3, 1994, and for each of
the years in the three-year period ended April 2, 1995, have been incorporated
by reference herein and in the registration statement to which this Prospectus
relates in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts
in accounting and auditing. The report of KPMG Peat Marwick LLP refers to the
adoption of Financial Accounting Standard Board's Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" in fiscal 1994.
 
                                      40

<PAGE>
 
                                     ALPHA
 
  There is a collage of photographs showing a pager, a cellular telephone in
use, a global positioning device in use and a number of the Company's products,
including an antenna, component, MIMICs, semiconductors and ceramic material.

<PAGE>
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
  No dealer, sales representative or any other person has been authorized to
give any information or make any representations other than those contained in
this Prospectus in connection with the offering described herein, and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or any of the Underwriters. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities other than the shares of Common Stock to which it
relates, or an offer to, or solicitation of, any person in any jurisdiction
where such offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company or that information contained herein is correct as of any time
subsequent to the date hereof.
 
                              -------------------
 
                               TABLE OF CONTENTS
 
                              -------------------
 

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Available Information....................................................   3
Incorporation of Certain Documents by
 Reference...............................................................   3
Prospectus Summary.......................................................   4
Risk Factors.............................................................   7
Use of Proceeds..........................................................  14
Dividend Policy..........................................................  15
Price Range of Common Stock..............................................  15
Capitalization...........................................................  16
Selected Consolidated Financial Data.....................................  17
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  18
Business.................................................................  23
Management...............................................................  34
Description of Capital Stock and Other
 Matters.................................................................  36
Underwriting.............................................................  39
Legal Matters............................................................  40
Experts..................................................................  40
</TABLE>

 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
 
 
                               1,600,000 SHARES
 
 
                            LOGO ALPHA INDUSTRIES
 
                                 COMMON STOCK
 
                                ---------------
 
                                  PROSPECTUS
 
                                ---------------
 
                             Montgomery Securities
 
                            Oppenheimer & Co., Inc.
 
                         Adams, Harkness & Hill, Inc.
 
                               November 21, 1995
 
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 
                        DESCRIPTION OF GRAPHIC MATERIAL
                        -------------------------------


Page 24
- -------

   Bar chart, entitled "Commercial Applications," illustrating various     
commercial wireless communications applications and the radio frequencies    
assigned to them.                                                           


Page 27
- -------

   Diagram entitled "Typical Wireless Communications Handsets" depicting the  
basic circuitry of a typical wireless communications handset, indicating those 
products or components that are supplied by the Company.                        


Page 28
- -------

   Chart illustrating the principal wireless communications applications in 
which the Company's products are used, indicating which product line is
applicable to each type of application.