As filed with the Securities and Exchange Commission on February 12, 2003
                                                       Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                         Alpha Technologies Group, Inc.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                          76-0079338
           -------------------------------        ----------------
           (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)         Identification No.)

          11990 San Vicente Boulevard, Suite 350, Los Angeles, CA 90049
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (ZIP Code)


                   Amended and Restated 1994 Stock Option Plan
                    ----------------------------------------
                            (Full title of the plan)

                             Robert W. Forman, Esq.
                   Shapiro Mitchell Forman Allen & Miller LLP
                               380 Madison Avenue
                            New York, New York 10017
        ----------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 972-4900
                            ------------------------
          (Telephone number, including area code, of agent for service)





<PAGE>

                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                     Proposed          Proposed
Title of                                             maximum           maximum          Amount
securities                                           offering          aggregate        of
to be                      Amount to be              price per         offering         registration
registered                 registered(1)             share(2)          price            fee

<S>                        <C>                       <C>               <C>              <C>
Common Stock,              325,000                   $0.95             $308,750.00      $29.00
$.03 par
value
----------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement also covers such additional shares of Common Stock as may be issuable
upon exercise of options granted or to be granted under the Alpha Technologies Group, Inc. Amended and
Restated 1994 Stock Option Plan as a result of the anti-dilution provisions thereof.

(2)      The prices stated are estimated in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.  The aggregate offering price and amount
of the fee are computed based upon the last sale price of the Common Stock of the Registrant on the National
Association of Securities Dealers Automated Quotation System on February 10, 2003.
----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed with the Securities and
Exchange Commission are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 27, 2002, filed pursuant to Section 13 of the Securities and Exchange
Act of 1934.

(b)      The description of Common Stock of the Registrant contained under the
caption "Description of Common Stock" in the Registrant's Registration Statement
on Form 33-2979 which became effective May 7, 1986.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates  that  all  Common  Stock  offered  hereby  has  been  sold  or  which
deregisters all such Common Stock then remaining  unsold,  shall be deemed to be
incorporated  herein by reference  and to be part hereof from the date of filing
of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Limitation   of  Liability.   Section  145  of  the  Delaware   General
Corporation   Law  (the   "DGCL")  and  the   Company's   By-Laws   provide  for
indemnification  of the  Company's  By-Laws,  directors and officers and certain
other  persons.  Under  Section  145 of the  DGCL  and  the  Company's  By-Laws,
directors and officers of the Company may be indemnified by the Company  against
all expenses  incurred in  connection  with actions  (including,  under  certain
circumstances,  derivative  actions) brought against such director or officer by
reason of his or her status as a representative of the Company,  or because such
director or officer  serves or served as a  representative  of another entity at
the  Company's  request,  so long as the director or officer acted in good faith
and in a manner he or she  reasonable  believed to be in, or not opposed to, the
best interests of the Company.

                                      II-1

<PAGE>

         Pursuant  to the  DGCL,  the  Company  has  adopted  provisions  in its
Certificate  of  Incorporation  which  eliminate  the personal  liability of its
directors and officers to the Company and its  stockholders for monetary damages
for breach of the directors' fiduciary duties in certain circumstances and which
authorize the Company to indemnify its directors,  officers and other agents, by
bylaw,  agreement  or  otherwise,  to  the  fullest  extent  permitted  by  law.
Generally,  a director will be liable for monetary  damages only for a breach of
the duty of loyalty, a failure to act in good faith,  intentional misconduct,  a
knowing violation of law, an improper  personal benefit,  or an illegal dividend
or stock  repurchase,  but not for negligence or gross  negligence in satisfying
the duty of care.  The  Company's  Bylaws  require the Company to indemnify  its
directors,  officers, employees and other agents to the fullest extent permitted
by law. Generally, a director will be entitled to be indemnified against a claim
if a majority of the directors who are not parties,  independent  legal counsel,
or the  stockholders  determines  that the director acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  Company  and,  with  respect  to a  criminal  action,  had no
reasonable  cause to believe  his or her conduct  was  unlawful;  and his or her
expenses may be advanced by the Company if the director  undertakes to reimburse
them  if it is  ultimately  determined  that  he or  she  was  not  entitled  to
indemnification.

         Indemnification   Agreements.   The  Company   has   entered   into  an
indemnification   agreement  with  each  of  its  officers  and  directors.  The
agreements provide that in the event any such executive officer or director,  is
or becomes a party or a witness or other participant in any threatened,  pending
or completed action,  suit or proceeding (an "Action") relating to the fact that
such person is or was a director,  officer, employee or agent of the Company, or
is or was  serving  at  the  request  of the  Company  as a  director,  officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture,  employee  benefit plan, trust or other  enterprise,  the Company shall
indemnify such person to the fullest extent  permitted by the DGCL. In addition,
the  agreement  provides that all  reasonable  expenses  (including  legal fees)
incurred by any such person shall be paid by the Company in advance of the final
disposition of any Action.

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-2

<PAGE>

ITEM 8.     EXHIBITS.

         The following are filed as exhibits to this Registration Statement:

EXHIBIT           DESCRIPTION
NO.

3.1    Certificate of Incorporation of the Company, as amended
3.2    By-laws of the Company
5      Opinion of Shapiro Mitchell Forman Allen & Miller LLP with respect
       to the legality of the securities being registered.
10.9   1994 Stock Option Plan as Amended and Restated
23.1   Independent Auditor's Consent of Deloitte & Touche LLP
23.2   Independent Auditor's Consent of Grant Thornton LLP
23.3   Consent of Shapiro Mitchell Forman Allen & Miller LLP
24     Power of Attorney



                                      II-3

<PAGE>

ITEM 9.     UNDERTAKINGS.

(a)  Rule 415 offering.

         The Undersigned Registrant hereby undertakes:

         (1) To file during any period in which  offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement.

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

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

(b)  Filings incorporating subsequent Exchange Act documents by reference.

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

(c)  Request  for  acceleration  of  effective  date or filing  of  registration
statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Los Angeles, California on February 12, 2003.

                     ALPHA TECHNOLOGIES GROUP, INC.



                     By: /S/ LAWRENCE BUTLER
                        --------------------------------------------------------
                        Lawrence Butler, Chairman and Chief Executive Officer






<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of Alpha  Technologies  Group, Inc. hereby constitutes and appoints
Lawrence  Butler and James  Polakiewicz,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to execute
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  to sign any  Registration  Statement filed pursuant to
Rule  462(b) of the  Securities  Act of 1933,  and to cause the same to be filed
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite and  desirable to be done in and about the  premises,  as fully and to
all intents and purposes as the undersigned might or could do in person,  hereby
ratifying and  confirming  all acts and things that said  attorneys-in-fact  and
agents or his substitute or  substitutes  may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE                                           TITLE                              DATE

<S>                                                                                        <C>
 /S/ LAWRENCE BUTLER                        Chairman, Chief Executive             February 12, 2003
--------------------------------------      Officer, and Director
     Lawrence Butler

 /S/ JAMES POLAKIEWICZ                      Chief Financial Officer               February 12, 2003
-----------------------------------         (Principal Financial and
     James Polakiewicz                      Accounting Officer)


 /S/  MARSHALL D. BUTLER                    Director                              February 12, 2003
-------------------------------------
     Marshall D. Butler

 /S/ RICHARD E. GORMLEY                     Director                              February 12, 2003
----------------------------------
     Richard E. Gormley

 /S/ DONALD K. GRIERSON                     Director                              February 12, 2003
-----------------------------------
     Donald K. Grierson

 /S/  FREDERIC A. HEIM                      Director                              February 12, 2003
-------------------------------------
     Frederic A. Heim

 /S/  ROBERT C. STREITER                    Director                              February 12, 2003
---------------------------------------
     Robert C. Streiter
</TABLE>

<PAGE>

EXHIBIT INDEX


Exhibit

  No.             Description
-------           ------------
3.1    Certificate of Incorporation of the Company, as amended (1) (2) (3)
3.2    By-laws of the Company (4)
5      Opinion of Shapiro Mitchell Forman Allen & Miller LLP with respect
       to the legality of the securities being registered.*
10.9   1994 Stock Option Plan as Amended and Restated (5)
23.1   Independent Auditor's Consent of Deloitte & Touche LLP*
23.2   Independent Auditor's Consent of Grant Thornton LLP*
23.3   Consent of Shapiro Mitchell Forman Allen & Miller LLP (contained in
       Exhibit 5)*
24     Power of Attorney (see signature page)

--------------------------------
*        Filed herewith.

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-1 (Reg. No. 33-2979), which became effective March 7, 1986.

(2)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8, filed September 28, 1987 (Reg. No. 33-17359).

(3)  Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended October 29, 2000, filed on January 29, 2001.

(4)  Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended October 29, 2000 filed on January 29, 2001.

(5)  Incorporated  herein by reference from the  Registrant's  Definitive  Proxy
     Statement  for its 2002  Annual  Meeting of  Stockholders,  dated March 18,
     2002.
[{"type": "S-8", "sequence": "1", "filename": "alphas8-8166.txt", "description": "REGISTRATION", "secsgml_size_bytes": 18715}]
{"company-data": {"conformed-name": "ALPHA TECHNOLOGIES GROUP INC", "cik": "0000710807", "assigned-sic": "3443", "irs-number": "760079338", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103132", "film-number": "03553564"}, "business-address": {"street1": "11990 SAN VICENTE BLVD", "street2": "SUITE 350", "city": "LOS ANGELESENA", "state": "CA", "zip": "90049", "phone": "6267999171"}, "mail-address": {"street1": "306 PASADENA AVE", "city": "SOUTH PASADENA", "state": "CA", "zip": "91030"}, "former-company": {"former-conformed-name": "SYNERCOM TECHNOLOGY INC", "date-changed": "19950920"}}
As filed with the Securities and Exchange Commission on February 12, 2003
                                                       Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                         Alpha Technologies Group, Inc.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                          76-0079338
           -------------------------------        ----------------
           (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)         Identification No.)

          11990 San Vicente Boulevard, Suite 350, Los Angeles, CA 90049
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (ZIP Code)

                   Amended and Restated 1994 Stock Option Plan
                    ----------------------------------------
                            (Full title of the plan)

                             Robert W. Forman, Esq.
                   Shapiro Mitchell Forman Allen & Miller LLP
                               380 Madison Avenue
                            New York, New York 10017
        ----------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 972-4900
                            ------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
                                                     Proposed          Proposed
Title of                                             maximum           maximum          Amount
securities                                           offering          aggregate        of
to be                      Amount to be              price per         offering         registration
registered                 registered(1)             share(2)          price            fee
Common Stock,              325,000                   $0.95             $308,750.00      $29.00
$.03 par
value
----------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement also covers such additional shares of Common Stock as may be issuable
upon exercise of options granted or to be granted under the Alpha Technologies Group, Inc. Amended and
Restated 1994 Stock Option Plan as a result of the anti-dilution provisions thereof.

(2)      The prices stated are estimated in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee.  The aggregate offering price and amount
of the fee are computed based upon the last sale price of the Common Stock of the Registrant on the National
Association of Securities Dealers Automated Quotation System on February 10, 2003.
----------------------------------------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed with the Securities and
Exchange Commission are incorporated herein by reference:

(a)      The Registrant's Annual Report on Form 10-K for the fiscal year ended
October 27, 2002, filed pursuant to Section 13 of the Securities and Exchange
Act of 1934.

(b)      The description of Common Stock of the Registrant contained under the
caption "Description of Common Stock" in the Registrant's Registration Statement
on Form 33-2979 which became effective May 7, 1986.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to this  Registration  Statement  which
indicates  that  all  Common  Stock  offered  hereby  has  been  sold  or  which
deregisters all such Common Stock then remaining  unsold,  shall be deemed to be
incorporated  herein by reference  and to be part hereof from the date of filing
of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Limitation   of  Liability.   Section  145  of  the  Delaware   General
Corporation   Law  (the   "DGCL")  and  the   Company's   By-Laws   provide  for
indemnification  of the  Company's  By-Laws,  directors and officers and certain
other  persons.  Under  Section  145 of the  DGCL  and  the  Company's  By-Laws,
directors and officers of the Company may be indemnified by the Company  against
all expenses  incurred in  connection  with actions  (including,  under  certain
circumstances,  derivative  actions) brought against such director or officer by
reason of his or her status as a representative of the Company,  or because such
director or officer  serves or served as a  representative  of another entity at
the  Company's  request,  so long as the director or officer acted in good faith
and in a manner he or she  reasonable  believed to be in, or not opposed to, the
best interests of the Company.

                                      II-1
Pursuant  to the  DGCL,  the  Company  has  adopted  provisions  in its
Certificate  of  Incorporation  which  eliminate  the personal  liability of its
directors and officers to the Company and its  stockholders for monetary damages
for breach of the directors' fiduciary duties in certain circumstances and which
authorize the Company to indemnify its directors,  officers and other agents, by
bylaw,  agreement  or  otherwise,  to  the  fullest  extent  permitted  by  law.
Generally,  a director will be liable for monetary  damages only for a breach of
the duty of loyalty, a failure to act in good faith,  intentional misconduct,  a
knowing violation of law, an improper  personal benefit,  or an illegal dividend
or stock  repurchase,  but not for negligence or gross  negligence in satisfying
the duty of care.  The  Company's  Bylaws  require the Company to indemnify  its
directors,  officers, employees and other agents to the fullest extent permitted
by law. Generally, a director will be entitled to be indemnified against a claim
if a majority of the directors who are not parties,  independent  legal counsel,
or the  stockholders  determines  that the director acted in good faith and in a
manner he or she  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  Company  and,  with  respect  to a  criminal  action,  had no
reasonable  cause to believe  his or her conduct  was  unlawful;  and his or her
expenses may be advanced by the Company if the director  undertakes to reimburse
them  if it is  ultimately  determined  that  he or  she  was  not  entitled  to
indemnification.

         Indemnification   Agreements.   The  Company   has   entered   into  an
indemnification   agreement  with  each  of  its  officers  and  directors.  The
agreements provide that in the event any such executive officer or director,  is
or becomes a party or a witness or other participant in any threatened,  pending
or completed action,  suit or proceeding (an "Action") relating to the fact that
such person is or was a director,  officer, employee or agent of the Company, or
is or was  serving  at  the  request  of the  Company  as a  director,  officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture,  employee  benefit plan, trust or other  enterprise,  the Company shall
indemnify such person to the fullest extent  permitted by the DGCL. In addition,
the  agreement  provides that all  reasonable  expenses  (including  legal fees)
incurred by any such person shall be paid by the Company in advance of the final
disposition of any Action.

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

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
ITEM 8.     EXHIBITS.

         The following are filed as exhibits to this Registration Statement:

EXHIBIT           DESCRIPTION
NO.

3.1    Certificate of Incorporation of the Company, as amended
3.2    By-laws of the Company
5      Opinion of Shapiro Mitchell Forman Allen & Miller LLP with respect
       to the legality of the securities being registered.
10.9   1994 Stock Option Plan as Amended and Restated
23.1   Independent Auditor's Consent of Deloitte & Touche LLP
23.2   Independent Auditor's Consent of Grant Thornton LLP
23.3   Consent of Shapiro Mitchell Forman Allen & Miller LLP
24     Power of Attorney

                                      II-3
ITEM 9.     UNDERTAKINGS.

(a)  Rule 415 offering.

         The Undersigned Registrant hereby undertakes:

         (1) To file during any period in which  offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement.

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

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

(b)  Filings incorporating subsequent Exchange Act documents by reference.

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

(c)  Request  for  acceleration  of  effective  date or filing  of  registration
statement on Form S-8.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Registrant pursuant to the provisions described in Item 6, or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Los Angeles, California on February 12, 2003.

                     ALPHA TECHNOLOGIES GROUP, INC.

                     By: /S/ LAWRENCE BUTLER
                        --------------------------------------------------------
                        Lawrence Butler, Chairman and Chief Executive Officer
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of Alpha  Technologies  Group, Inc. hereby constitutes and appoints
Lawrence  Butler and James  Polakiewicz,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,  to execute
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement,  to sign any  Registration  Statement filed pursuant to
Rule  462(b) of the  Securities  Act of 1933,  and to cause the same to be filed
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite and  desirable to be done in and about the  premises,  as fully and to
all intents and purposes as the undersigned might or could do in person,  hereby
ratifying and  confirming  all acts and things that said  attorneys-in-fact  and
agents or his substitute or  substitutes  may lawfully do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                           TITLE                              DATE
/S/ LAWRENCE BUTLER                        Chairman, Chief Executive             February 12, 2003
--------------------------------------      Officer, and Director
     Lawrence Butler

 /S/ JAMES POLAKIEWICZ                      Chief Financial Officer               February 12, 2003
-----------------------------------         (Principal Financial and
     James Polakiewicz                      Accounting Officer)

 /S/  MARSHALL D. BUTLER                    Director                              February 12, 2003
-------------------------------------
     Marshall D. Butler

 /S/ RICHARD E. GORMLEY                     Director                              February 12, 2003
----------------------------------
     Richard E. Gormley

 /S/ DONALD K. GRIERSON                     Director                              February 12, 2003
-----------------------------------
     Donald K. Grierson

 /S/  FREDERIC A. HEIM                      Director                              February 12, 2003
-------------------------------------
     Frederic A. Heim

 /S/  ROBERT C. STREITER                    Director                              February 12, 2003
---------------------------------------
     Robert C. Streiter
EXHIBIT INDEX

Exhibit

  No.             Description
-------           ------------
3.1    Certificate of Incorporation of the Company, as amended (1) (2) (3)
3.2    By-laws of the Company (4)
5      Opinion of Shapiro Mitchell Forman Allen & Miller LLP with respect
       to the legality of the securities being registered.*
10.9   1994 Stock Option Plan as Amended and Restated (5)
23.1   Independent Auditor's Consent of Deloitte & Touche LLP*
23.2   Independent Auditor's Consent of Grant Thornton LLP*
23.3   Consent of Shapiro Mitchell Forman Allen & Miller LLP (contained in
       Exhibit 5)*
24     Power of Attorney (see signature page)

--------------------------------
*        Filed herewith.

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form S-1 (Reg. No. 33-2979), which became effective March 7, 1986.

(2)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8, filed September 28, 1987 (Reg. No. 33-17359).

(3)  Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended October 29, 2000, filed on January 29, 2001.

(4)  Incorporated  herein by reference to the Registrant's Annual Report on Form
     10-K for the year ended October 29, 2000 filed on January 29, 2001.

(5)  Incorporated  herein by reference from the  Registrant's  Definitive  Proxy
     Statement  for its 2002  Annual  Meeting of  Stockholders,  dated March 18,
     2002.