<PAGE>

            As filed with the Securities and Exchange Commission on May 25, 2001
                                                           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 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

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

                                     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,      750,000           $7.675       $5,756,250     $1,439
$.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 May
22, 2001

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

                                     Part I

     Pursuant to Rule 429 promulgated by the Securities and Exchange Commission,
the S-3 form of Prospectus contained in this Registration Statement also relates
to the resale by certain executive officers and directors of shares of Common
Stock previously registered pursuant to Registration Statement No. 33-6695,
Registration Statement No. 33-17359, Registration Statement No. 33-20706,
Registration Statement No. 33-29636 and Registration Statement No. 33-48663,
issuable upon the exercise of options granted pursuant to the 1985 Stock Option
Plan and Registration Statement No. 333-03001 issuable upon exercise of options
granted pursuant to the Amended and Restated 1994 Stock Option Plan.
<PAGE>

PROSPECTUS
                         ALPHA TECHNOLOGIES GROUP, INC.

          This Prospectus relates to the sale of up to 1,542,909 shares
("Shares") of Common Stock, $.03 par value per share ("Common Stock"), of Alpha
Technologies Group, Inc. (the "Company" or "Alpha") that may be made by certain
executive officers or directors (the "Selling Stockholders") of the Company who
acquired, or may acquire, the Shares pursuant to the Company's 1985 Stock Option
Plan (the "1985 Plan") or the Company's Amended and Restated 1994 Stock Option
Plan (the "1994 Plan," and together with the 1985 Plan , the "Plans").  The
Company will receive no proceeds from the sale of the Shares covered by this
Prospectus.

          The Common Stock is listed on the Nasdaq Stock Market ("Nasdaq") and
traded on the Nasdaq National Market System ("Nasdaq National Market") under the
symbol ATGI. The last reported sale price of the Common Stock on the Nasdaq
National Market on May 22, 2001 was $7.60 per share.  The Shares covered by
this Prospectus may be offered for sale from time to time on the Nasdaq National
Market or otherwise at prices then obtainable.

          It is anticipated that usual and customary brokerage fees will be paid
by the Selling Stockholders on the sale of the Shares offered hereby. The
Company will pay the other expenses of the offer of the Shares by the Selling
Stockholders, as described in this Prospectus (the "Offering"). See "Plan of
Distribution."


     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


     AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
                              STARTING AT PAGE 5.

                  The date of this Prospectus is May 25, 2001.

                                       1
<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>

Available Information                                                  3

Prospectus Summary                                                     4

The Company                                                            5

Risk Factors                                                           5

No Proceeds from Offering to the Company                               8

Selling Stockholders and Plan of Distribution                          9

Experts                                                               11

Legal Opinions                                                        11

Disclosure of Commission Position on Indemnification                  11
     for Securities Act Liabilities
</TABLE>

                                       2
<PAGE>

                      AVAILABLE INFORMATION ON THE COMPANY

          We filed a Registration Statement on Form S-8 to register with the
Securities and Exchange Commission ("SEC") the shares of our common stock
offered hereby. This prospectus is a part of that Registration Statement. As
allowed by SEC rules, this prospectus does not contain all of the information
you can find in the registration statement or the exhibits to the registration
statement.

     We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any document we file with the SEC at its public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
You may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to you free of charge at the
SEC's web site at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus.

     We incorporate by reference the documents listed below and, until this
offering has been completed, any future filings we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

     1.   Annual Report on Form 10-K for the year ended October 29, 2000;

     2.   Quarterly Report on Form 10-Q for the quarter ended January 28, 2001;

     3.   Current Reports on Form 8-K dated December 4, 2000 and January 23,
          2001; and

     4.   Proxy statement on Schedule 14A for the 2001 Annual Meeting of
          Stockholders dated April 10, 2001.

     5.   The description of Common Stock of the Registrant contained under the
          caption "Description of Capital Stock" in the Registrant's
          Registration Statement No. 333-47556 on Form S-2 which became
          effective November 30, 2000.

     You may request free copies of these filings by writing or telephoning us
at the following address:

                            Chief Financial Officer
                         Alpha Technologies Group, Inc.
                         1155 Dairy Ashford, Suite 216
                               Houston, TX  77094
                                 (281) 759-7740

     You should only rely on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
prospectus.  The information

<PAGE>

contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of the sale of our
common stock.

                               PROSPECTUS SUMMARY

          The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus or incorporated
herein by reference and the financial statements which are incorporated herein
by reference.

THE COMPANY                     We are one of the leading manufacturers of
                                thermal management products in the United
                                States.

RISK FACTORS                    This Offering involves certain risks. See "Risk
                                Factors."

SECURITIES OFFERED              Up to 1,542,909 shares of Company Common Stock,
                                par value $.03 per share.

OFFERING PRICE                  All or part of the shares offered hereby may be
                                sold from time to time in amounts and on terms
                                to be determined by the Selling Stockholder at
                                the time of sale.

SELLING STOCKHOLDERS            The Shares are being offered hereby for the
                                account of the Selling Stockholders, who may be
                                executive officers or directors of the Company.
                                See "Selling Stockholders."

USE OF PROCEEDS                 The Company will receive no part of proceeds
                                from the sale of the shares offered pursuant to
                                this Prospectus.

NASDAQ TRADING SYMBOL           ATGI

<PAGE>

                                  THE COMPANY

          Through our subsidiaries, we are one of the leading manufacturers of
thermal management products in the United States.  Thermal management products,
principally heat sinks, are devices made out of fabricated aluminum extrusions
that have high surface area to volume ratios and are engineered to dissipate
unwanted heat generated by electric components.  As systems become increasingly
more powerful and packaging becomes smaller, the need to dissipate heat becomes
more important to the reliability and functioning of electronic systems.  Our
thermal management products serve the microprocessor, computer, automotive,
telecommunication, industrial controls, transportation, power supply, factory
automation, consumer electronics, aerospace and the defense industries.  We
conduct our business through several wholly owned subsidiaries: National
Northeast Corporation ("NNE"),Wakefield Engineering, Inc. ("Wakefield"),  which
includes the Wakefield-Fall River (Fall River, MA) and Wakefield-Temecula
(Temecula, CA) divisions, Specialty Extrusion Corp. ("Specialty", formerly known
as Wakefield Extrusion Corp.) and Lockhart Industries, Inc. ("Lockhart").

          We were incorporated as Synercom Technology, Inc., in Texas in 1969.
We changed the state of incorporation to Delaware in 1983 and in 1995, changed
our corporate name to Alpha Technologies Group, Inc.  Our principal executive
offices are located at 11990 San Vicente Boulevard, Suite 350, Los Angeles,
California  90049, (310) 566-4005.

                                  RISK FACTORS

     Prospective investors should carefully consider the following risk factors
in addition to other information set forth in this Prospectus before making a
decision to purchase any of the securities offered hereby.

Fluctuations in Operating Results

     The Company's operating results are affected by a number of factors, many
of which are outside the Company's control.  These factors have in the past and
could in the future materially and adversely affect net sales, gross margins and
profitability.  They include: the volume and timing of orders received;
competitive pricing pressures; changes in the mix of products sold; potential
cancellation or rescheduling of orders; changes in the level of customer
inventories of the Company's products; the timing of new product and
manufacturing process technology introductions by the Company or its
competitors; availability of manufacturing capacity; and market acceptance of
enhanced products introduced by the Company.  Additionally, the Company's growth
and results of operations are currently being, have in the past been and could
in the future be, adversely affected by downturns in the industries it serves.

Indebtedness

     To fund the acquisition on January 9, 2001 of NNE, the Company entered into
a loan agreement pursuant to which it may borrow up to $50,000,000 from Union
Bank of California N.A. and other banks in its syndicate, of which the Company
borrowed on January 9, 2001 approximately $40,000,000. Our ability to make
payments on our debt will depend on our
<PAGE>

ability to generate cash in the future. This, to an extent, is subject to
general economic, financial, competitive and other factors that are beyond our
control.

     In addition, such indebtedness:

*         requires us to dedicate a substantial portion of our cash flow from
          operations to payments on our debt, which will reduce amounts
          available for working capital, capital expenditures, research and
          development and other general corporate purposes;

*         limit our flexibility in planning for, or reacting to, changes in our
          business and the industry in which we operate; and

*         increase our vulnerability to general adverse economic and industry
          conditions.

     The credit facility includes restrictive covenants and also requires us to
maintain financial ratios. This may restrict our ability to expand or to pursue
our business strategies. Our ability to comply with these and other provisions
of the credit facility may be affected by changes in our business condition or
results of operations or other events beyond our control.  The breach of any of
these covenants could result in the lender declaring a default under our loan
agreement and could require us to pay the entire balance before its scheduled
maturity date.  There can be no assurance that, in such circumstances, we will
be able to raise sufficient funds to make such payment.

Dependence Upon Key Members of Management

     The success of the Company is largely dependent on the efforts of Lawrence
Butler, Chairman and Chief Executive Officer and Robert Streiter, President and
Chief Operating Officer of the Company, respectively.  The loss of their
services could have a material adverse effect on the Company's business and
prospects.  The Company entered into employment agreements with Lawrence Butler
and with Robert Streiter.  We have a key man life insurance policy on the life
of Robert Streiter for $10,000,000, which has been assigned to secure our
indebtedness described above.

Integration of NNE

     We must integrate the operations of NNE with our existing operations in
order to enhance revenue, realize cost savings and achieve anticipated operating
efficiencies.  The integration of the management, personnel, operations and
facilities of NNE could involve unforeseen difficulties.  These difficulties
could disrupt our ongoing business, distract our management and employees, and
increase our expenses, which could have a material adverse effect on our
business, financial condition and operating results.

Quality Control Standards

     The Company's products are incorporated into high technology products
manufactured by original equipment manufacturers ("OEMs") and, accordingly, must
meet exacting specifications.  A substantial portion of the Company's OEM
customers require the Company to qualify as an approved supplier.  In order to
so qualify, the Company must satisfy stringent quality control standards and
undergo intensive in-

<PAGE>

plant inspections of its manufacturing processes, equipment and quality control
systems. There can be no assurance that the Company will be able to meet future
customer quality requirements.

Competition

     Supplying components for use in electronic products is highly competitive.
Competition is based on many factors, including product quality and reliability,
timely delivery, price and ability to develop customer- specific products
solutions to thermal management.  Many companies offer products and services
similar to those offered by the Company.  The Company's principal competitor is
Aavid Thermal Technologies, Inc.  There can be no assurance that competitors
will not develop products that are superior to the Company's products.  Further,
there can be no assurance that the Company will not experience additional price
competition, and that such competition may not adversely affect the Company's
position and results of operations.

Technological Changes

     The markets for the Company's products are characterized by technological
advances, changes in customer requirements, product introductions and evolving
industry standards.  The Company believes that its future success will depend,
in part, on its ability to continue to develop and market products and product
enhancements cost-effectively, which will require continued expenditures for
product engineering, sales and marketing.  There can be no assurance that the
Company will be able to modify its products to meet its customers' needs or that
its markets will accept the Company's product offerings.

Raw Materials Cost

     The principal raw material used in thermal management products is aluminum.
Raw materials represent a significant portion of the cost of the Company's
products.  Prices for raw materials are based upon market prices at the time of
purchase.  Historically, the price of aluminum has experienced substantial
volatility.  Although thermal management products are generally shipped within
60 days following the order date, increases in raw materials prices cannot
always be reflected in product sales prices.  All raw materials are readily
available from multiple suppliers at competitive prices.  The Company does not
believe its risk in respect to raw materials price volatility is significant
since the raw materials for an order are usually purchased within a short period
of time after the order is accepted.

Control by Management and Certain Directors

     Members of Management and the Board of Directors, individually and through
partnerships controlled by certain members of Management and the Board, assuming
all shares offered hereby are sold, will continue to beneficially own at least
25% of the currently outstanding shares of Common Stock.  By virtue of such
ownership and their positions with the Company, Marshall D. Butler and Lawrence
Butler may have the practical ability to determine the election of all directors
and control the outcome of substantially all matters submitted to the Company's
stockholders.  Such concentration of ownership could have  the effect of making
it more difficult for a third party to acquire, or discourage a third party from
seeking to acquire, control of the Company.

Environmental Considerations

<PAGE>

     The Company's manufacturing operations are subject to environmental laws
and regulations which govern waste water discharges, air emissions and the
handling and disposal of solid and hazardous wastes and the remediation of the
contamination associated with the disposal of such wastes.

Potential Anti-Takeover Effects of Delaware Law; Possible Issuances of Preferred
Stock

     Certain provisions of the Delaware law could delay, impede or make more
difficult a merger, tender offer or proxy contest involving the Company, even if
such events could be beneficial to the interests of the stockholders.  Such
provisions could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock.  In addition, shares of preferred
stock can be issued by the Board of Directors without stockholder approval on
such terms as the Board may determine.  The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future.  Moreover,
although the ability to issue preferred stock may provide flexibility in
connection with possible acquisitions and other corporate purposes, such
issuance may make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, a majority of the voting stock of the
Company.

                    NO PROCEEDS FROM OFFERING TO THE COMPANY

          The Company will receive no part of the proceeds from the sale of any
of the shares by the Selling Stockholders.

<PAGE>

                 SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

          The Shares offered hereby have been or will be acquired by the Selling
Stockholders pursuant to the Company's Plans. A registration statement on
Form S-8 covering securities issued by the Company under the Plans has been
filed with the Securities and Exchange Commission.

          The following table sets forth the name of each Selling Stockholder,
relationship with the Company, the amount of the Company's common stock
beneficially owned by such person as of May 17, 2001, the number of Shares to be
offered by such person and the number of Shares and the percentage of the
outstanding Common Stock owned by such person after the offering assuming the
sale of all Shares offered hereby:


<TABLE>
<CAPTION>
                                       No. of Shares               No. of Shares           Amount to be        Percent Owned
Name and Relationship                  Owned Beneficially              Offered             Owned After         After Offering
 With the Company                      Prior to Offering (1)       Hereby(11)(12)          Offering (13)          (13)(14)
 ----------------                      --------------------        --------------          -------------          --------
<S>                                    <C>                         <C>                     <C>                 <C>
Lawrence Butler,                            1,499,783                 556,776                1,189,672              14.2%
       Chairman and
       Chief Executive Officer(2)
Marshall Butler,                              928,826                 136,224                  875,935              10.5%
       Director (3)(4)
Richard E. Gormley                               ----                  30,000                     ----              *
       Director
Donald K. Grierson,                           238,000                 235,000                    8,000              *
       Director (5)
Frederic A. Heim,                              60,200                  60,000                    5,200              *
       Director (3)(6)
Robert C. Streiter                            147,080                 350,000                   42,079              *
       President and Chief (7)
       Operating Officer
Steve Chupik                                   69,048                  84,100                   13,281              *
       Vice President -
       Administration (8)
Johnny J. Blanchard,                           36,864                  52,156                   11,374              *
       Chief Financial
       Officer (9)
Kenneth Rind,                                  49,399                  38,653                   10,746              *
       Director (10)
</TABLE>
---------------------
* Less than 1%.

     (1)  Includes Shares deemed to be beneficially owned by such persons
          pursuant to Rule 13d-3 promulgated under the Exchange Act because they
          have the right to acquire such Shares within 60 days upon the exercise
          of options or similar rights or because such persons have or share
          investment or voting power.

<PAGE>

     (2)   Includes 695,038 Shares owned by Dot.Com Partners LP, a limited
           partnership whose general partner is wholly owned by Mr. L. Butler,
           222,654 Shares owned by a Trust of which Mr. L. Butler is trustee,
           303,335 Shares which Mr. L. Butler has the right to acquire upon the
           exercise of stock options within 60 days, and 16,904 Shares held for
           Mr. Butler's account in the Company's 401(k) Plan.

     (3)   Does not include Shares owned by Dot.Com of which Mr. M. Butler and
           Mr. Heim are each limited partners. Messrs. Butler and Heim disclaim
           beneficially ownership of such Shares.

     (4)   Includes 41,667 Shares which Mr. M. Butler has the right to acquire
           upon the exercise of stock options within 60 days and 235,084 Shares
           owned by a trust of which Mr. M. Butler is a trustee.

     (5)   Includes 30,000 Shares which Mr. Grierson has the right to acquire
           upon the exercise of stock options within 60 days.

     (6)   Includes 55,000 Shares which Mr. Heim has the right to acquire upon
           the exercise of stock options within 60 days.

     (7)   Includes 105,001 Shares that Mr. Streiter has the right to acquire
           upon exercise of stock options within 60 days, 14,900 Shares owned by
           Mr. Streiter's spouse as to which Mr. Streiter disclaims beneficial
           ownership and 2,979 Shares held for Mr. Streiter's account in the
           Company's 401(k) Plan.

     (8)   Includes 43,934 Shares that Mr. Chupik has the right to acquire
           within 60 days and 13,281 Shares held for Mr. Chupik's account in the
           Company's 401(k) Plan.

     (9)   Includes 8,334 Shares that Mr. Blanchard has the right to acquire
           upon exercise of stock options within 60 days and 9,374 Shares held
           for Mr. Blanchard's account in the Company's 401(k) Plan.

     (10)  Includes 30,000 Shares which Mr. Rind has the right to acquire upon
           the exercise of stock options within 60 days.

     (11)  Represents all Shares acquired upon exercise of options under the
           Plans and subject to options under the Plans whether fully vested or
           not as of the date hereof.

     (12)  The number of Shares offered hereunder by such person may increase to
           the extent that such Affiliate is hereafter granted additional
           options under the 1994 Plan.

     (13)  Assumes all Shares offered hereby are sold and no other purchases
           (including purchases by exercise of options held by such persons) or
           sales are made by such Selling Stockholders.

     (14)  Based upon 8,365,702 Shares outstanding giving effect to the exercise
           of all options currently held by affiliates.


           The Shares may be sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the NASDAQ National Market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Brokers or dealers engaged by Selling Stockholders will
receive commissions or discounts in amounts to be negotiated immediately prior
to the sale. Such brokers or

<PAGE>

dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus.

                                    EXPERTS

        The financial statements incorporated by reference in this Prospectus
have been audited by Grant Thornton LLP, independent public accountants, as
indicated in their report with respect thereto and are included herein upon the
authority of said firm as experts in accounting and auditing in giving said
report.

        Certain financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto and are included
herein upon the authority of said firm as experts in accounting and auditing in
giving said report.

                                 LEGAL OPINION

        The validity of the authorization and issuance of the securities offered
hereby are being passed upon for Company by Shapiro Forman Allen & Miller LLP,
380 Madison Avenue, 24/th/ Floor, New York, New York 10017. Shapiro Forman Allen
& Miller LLP has from time to time performed and may in the future perform legal
services for certain shareholders of the Company.


              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

        Under provisions of the Company's Certificate of Incorporation, any
person made a party to any lawsuit by reason of being a director or officer of
the Company, or any parent or subsidiary thereof, may be indemnified by the
Company to the full extent authorized by the General Corporation Law of the
State of Delaware.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

<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 29, 2000 (as amended by Form 10-K/A-1, filed February 26, 2001),
including the consolidated financial statements and schedules of the Registrant
for the year ended October 29, 2000, reported upon by Grant Thornton LLP, filed
pursuant to Section 13 of the Securities and Exchange Act of 1934.

(b)  The Registrant's Proxy Statement dated April 10, 2001 used in connection
with the Annual Meeting of Stockholders, held on May 17, 2001.

(c)  The Registrant's Quarterly Report on Form 10-Q for the three months ended
January 28, 2001.

(d)  The Registrant's Current Reports on Forms 8-K dated December 4, 2000 and
January 23, 2001.

(e)  The description of Common Stock of the Registrant contained under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement No. 333-47556 on Form S-2 which become effective November 30, 2000.

     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 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

                                       1
<PAGE>

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.

          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 issue.

Item 7.     Exemption from Registration Claimed.

                                       2
<PAGE>

     Not applicable.


Item 8.    Exhibits.

     The following are filed as exhibits to this Registration Statement:


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 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           Consent of Grant Thornton LLP*

23.2           Consent of Arthur Anderson LLP*

23.3           Consent of Shapiro Forman Allen & Miller LLP (contained in
               Exhibit 5)*

     -------------------
*    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 2001 Annual Meeting of Stockholders, dated April 10,
     2001.

                                       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.

                                       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 New York, New York on May 25, 2001.


                       ALPHA TECHNOLOGIES GROUP, INC.



                       By: /s/ Lawrence Butler
                           -------------------
                           Lawrence Butler, Chairman and Chief Executive Officer

     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     May 25, 2001
-------------------------
    Lawrence Butler            Officer, and Director


/s/ Johnny J. Blanchard        Chief Financial Officer       May 25, 2001
-------------------------
    Johnny J. Blanchard        (Principal Financial and
                               Accounting Officer)

/s/ Marshall D. Butler         Director                      May 25, 2001
-------------------------
    Marshall D. Butler


/s/ Richard E. Gormley         Director                      May 25, 2001
-------------------------
    Richard E. Gormley


/s/ Donald K. Grierson         Director                      May 25, 2001
-------------------------
    Donald K. Grierson


/s/ Frederic A. Heim           Director                      May 25, 2001
-------------------------
    Frederic A. Heim

                                       5
<PAGE>

/s/ Robert C. Streiter         Director                      May 25, 2001
-------------------------
    Robert C. Streiter


EXHIBIT INDEX


Exhibit
   No.      Description
-------     ------------

3.1         Certification of Incorporation of the Company, as amended.
            Incorporated herein by reference to the Company's Registration
            Statement on Form S-1 (Reg. No. 33-2979), which became effective
            March 7, 1986, Registration Statement on Form S-8, filed September
            28, 1987 (Reg. No. 33-l7359), and to the Company's Annual Report on
            Form 10-K for the year ended October 29, 2000.

3.2         By-laws of the Company. Incorporated by reference to the Company's
            Annual Report on Form 10-K for the year ended October 29, 2000.

5           Opinion of Shapiro Forman Allen & Miller LLP with respect to the
            legality of the securities being registered.*

10.9        1994 Stock Option Plan, as amended and restated. Incorporated herein
            by reference to the Company's Definitive Proxy Statement filed with
            the Commission on or about April 10, 2001.

23.1        Consent of Grant Thornton LLP*

23.2        Consent of Arthur Anderson LLP*

23.3        Consent of Shapiro Forman Allen & Miller LLP (contained in
            Exhibit 5)*

-------------------------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 45893}]
{"company-data": {"conformed-name": "ALPHA TECHNOLOGIES GROUP INC", "cik": "0000710807", "assigned-sic": "3679", "irs-number": "760079338", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61708", "film-number": "1648710"}, "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 May 25, 2001
                                                           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 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,      750,000           $7.675       $5,756,250     $1,439
$.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 May
22, 2001

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

                                     Part I

     Pursuant to Rule 429 promulgated by the Securities and Exchange Commission,
the S-3 form of Prospectus contained in this Registration Statement also relates
to the resale by certain executive officers and directors of shares of Common
Stock previously registered pursuant to Registration Statement No. 33-6695,
Registration Statement No. 33-17359, Registration Statement No. 33-20706,
Registration Statement No. 33-29636 and Registration Statement No. 33-48663,
issuable upon the exercise of options granted pursuant to the 1985 Stock Option
Plan and Registration Statement No. 333-03001 issuable upon exercise of options
granted pursuant to the Amended and Restated 1994 Stock Option Plan.
PROSPECTUS
                         ALPHA TECHNOLOGIES GROUP, INC.

          This Prospectus relates to the sale of up to 1,542,909 shares
("Shares") of Common Stock, $.03 par value per share ("Common Stock"), of Alpha
Technologies Group, Inc. (the "Company" or "Alpha") that may be made by certain
executive officers or directors (the "Selling Stockholders") of the Company who
acquired, or may acquire, the Shares pursuant to the Company's 1985 Stock Option
Plan (the "1985 Plan") or the Company's Amended and Restated 1994 Stock Option
Plan (the "1994 Plan," and together with the 1985 Plan , the "Plans").  The
Company will receive no proceeds from the sale of the Shares covered by this
Prospectus.

          The Common Stock is listed on the Nasdaq Stock Market ("Nasdaq") and
traded on the Nasdaq National Market System ("Nasdaq National Market") under the
symbol ATGI. The last reported sale price of the Common Stock on the Nasdaq
National Market on May 22, 2001 was $7.60 per share.  The Shares covered by
this Prospectus may be offered for sale from time to time on the Nasdaq National
Market or otherwise at prices then obtainable.

          It is anticipated that usual and customary brokerage fees will be paid
by the Selling Stockholders on the sale of the Shares offered hereby. The
Company will pay the other expenses of the offer of the Shares by the Selling
Stockholders, as described in this Prospectus (the "Offering"). See "Plan of
Distribution."

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
                              STARTING AT PAGE 5.

                  The date of this Prospectus is May 25, 2001.

                                       1
CONTENTS
Page
                                                                     ----
Available Information                                                  3

Prospectus Summary                                                     4

The Company                                                            5

Risk Factors                                                           5

No Proceeds from Offering to the Company                               8

Selling Stockholders and Plan of Distribution                          9

Experts                                                               11

Legal Opinions                                                        11

Disclosure of Commission Position on Indemnification                  11
     for Securities Act Liabilities
2
AVAILABLE INFORMATION ON THE COMPANY

          We filed a Registration Statement on Form S-8 to register with the
Securities and Exchange Commission ("SEC") the shares of our common stock
offered hereby. This prospectus is a part of that Registration Statement. As
allowed by SEC rules, this prospectus does not contain all of the information
you can find in the registration statement or the exhibits to the registration
statement.

     We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any document we file with the SEC at its public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
You may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to you free of charge at the
SEC's web site at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede the information in this prospectus.

     We incorporate by reference the documents listed below and, until this
offering has been completed, any future filings we will make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

     1.   Annual Report on Form 10-K for the year ended October 29, 2000;

     2.   Quarterly Report on Form 10-Q for the quarter ended January 28, 2001;

     3.   Current Reports on Form 8-K dated December 4, 2000 and January 23,
          2001; and

     4.   Proxy statement on Schedule 14A for the 2001 Annual Meeting of
          Stockholders dated April 10, 2001.

     5.   The description of Common Stock of the Registrant contained under the
          caption "Description of Capital Stock" in the Registrant's
          Registration Statement No. 333-47556 on Form S-2 which became
          effective November 30, 2000.

     You may request free copies of these filings by writing or telephoning us
at the following address:

                            Chief Financial Officer
                         Alpha Technologies Group, Inc.
                         1155 Dairy Ashford, Suite 216
                               Houston, TX  77094
                                 (281) 759-7740

     You should only rely on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
prospectus.  The information
contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of the sale of our
common stock.

                               PROSPECTUS SUMMARY

          The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus or incorporated
herein by reference and the financial statements which are incorporated herein
by reference.

THE COMPANY                     We are one of the leading manufacturers of
                                thermal management products in the United
                                States.

RISK FACTORS                    This Offering involves certain risks. See "Risk
                                Factors."

SECURITIES OFFERED              Up to 1,542,909 shares of Company Common Stock,
                                par value $.03 per share.

OFFERING PRICE                  All or part of the shares offered hereby may be
                                sold from time to time in amounts and on terms
                                to be determined by the Selling Stockholder at
                                the time of sale.

SELLING STOCKHOLDERS            The Shares are being offered hereby for the
                                account of the Selling Stockholders, who may be
                                executive officers or directors of the Company.
                                See "Selling Stockholders."

USE OF PROCEEDS                 The Company will receive no part of proceeds
                                from the sale of the shares offered pursuant to
                                this Prospectus.

NASDAQ TRADING SYMBOL           ATGI
THE COMPANY

          Through our subsidiaries, we are one of the leading manufacturers of
thermal management products in the United States.  Thermal management products,
principally heat sinks, are devices made out of fabricated aluminum extrusions
that have high surface area to volume ratios and are engineered to dissipate
unwanted heat generated by electric components.  As systems become increasingly
more powerful and packaging becomes smaller, the need to dissipate heat becomes
more important to the reliability and functioning of electronic systems.  Our
thermal management products serve the microprocessor, computer, automotive,
telecommunication, industrial controls, transportation, power supply, factory
automation, consumer electronics, aerospace and the defense industries.  We
conduct our business through several wholly owned subsidiaries: National
Northeast Corporation ("NNE"),Wakefield Engineering, Inc. ("Wakefield"),  which
includes the Wakefield-Fall River (Fall River, MA) and Wakefield-Temecula
(Temecula, CA) divisions, Specialty Extrusion Corp. ("Specialty", formerly known
as Wakefield Extrusion Corp.) and Lockhart Industries, Inc. ("Lockhart").

          We were incorporated as Synercom Technology, Inc., in Texas in 1969.
We changed the state of incorporation to Delaware in 1983 and in 1995, changed
our corporate name to Alpha Technologies Group, Inc.  Our principal executive
offices are located at 11990 San Vicente Boulevard, Suite 350, Los Angeles,
California  90049, (310) 566-4005.

                                  RISK FACTORS

     Prospective investors should carefully consider the following risk factors
in addition to other information set forth in this Prospectus before making a
decision to purchase any of the securities offered hereby.

Fluctuations in Operating Results

     The Company's operating results are affected by a number of factors, many
of which are outside the Company's control.  These factors have in the past and
could in the future materially and adversely affect net sales, gross margins and
profitability.  They include: the volume and timing of orders received;
competitive pricing pressures; changes in the mix of products sold; potential
cancellation or rescheduling of orders; changes in the level of customer
inventories of the Company's products; the timing of new product and
manufacturing process technology introductions by the Company or its
competitors; availability of manufacturing capacity; and market acceptance of
enhanced products introduced by the Company.  Additionally, the Company's growth
and results of operations are currently being, have in the past been and could
in the future be, adversely affected by downturns in the industries it serves.

Indebtedness

     To fund the acquisition on January 9, 2001 of NNE, the Company entered into
a loan agreement pursuant to which it may borrow up to $50,000,000 from Union
Bank of California N.A. and other banks in its syndicate, of which the Company
borrowed on January 9, 2001 approximately $40,000,000. Our ability to make
payments on our debt will depend on our
ability to generate cash in the future. This, to an extent, is subject to
general economic, financial, competitive and other factors that are beyond our
control.

     In addition, such indebtedness:

*         requires us to dedicate a substantial portion of our cash flow from
          operations to payments on our debt, which will reduce amounts
          available for working capital, capital expenditures, research and
          development and other general corporate purposes;

*         limit our flexibility in planning for, or reacting to, changes in our
          business and the industry in which we operate; and

*         increase our vulnerability to general adverse economic and industry
          conditions.

     The credit facility includes restrictive covenants and also requires us to
maintain financial ratios. This may restrict our ability to expand or to pursue
our business strategies. Our ability to comply with these and other provisions
of the credit facility may be affected by changes in our business condition or
results of operations or other events beyond our control.  The breach of any of
these covenants could result in the lender declaring a default under our loan
agreement and could require us to pay the entire balance before its scheduled
maturity date.  There can be no assurance that, in such circumstances, we will
be able to raise sufficient funds to make such payment.

Dependence Upon Key Members of Management

     The success of the Company is largely dependent on the efforts of Lawrence
Butler, Chairman and Chief Executive Officer and Robert Streiter, President and
Chief Operating Officer of the Company, respectively.  The loss of their
services could have a material adverse effect on the Company's business and
prospects.  The Company entered into employment agreements with Lawrence Butler
and with Robert Streiter.  We have a key man life insurance policy on the life
of Robert Streiter for $10,000,000, which has been assigned to secure our
indebtedness described above.

Integration of NNE

     We must integrate the operations of NNE with our existing operations in
order to enhance revenue, realize cost savings and achieve anticipated operating
efficiencies.  The integration of the management, personnel, operations and
facilities of NNE could involve unforeseen difficulties.  These difficulties
could disrupt our ongoing business, distract our management and employees, and
increase our expenses, which could have a material adverse effect on our
business, financial condition and operating results.

Quality Control Standards

     The Company's products are incorporated into high technology products
manufactured by original equipment manufacturers ("OEMs") and, accordingly, must
meet exacting specifications.  A substantial portion of the Company's OEM
customers require the Company to qualify as an approved supplier.  In order to
so qualify, the Company must satisfy stringent quality control standards and
undergo intensive in-
plant inspections of its manufacturing processes, equipment and quality control
systems. There can be no assurance that the Company will be able to meet future
customer quality requirements.

Competition

     Supplying components for use in electronic products is highly competitive.
Competition is based on many factors, including product quality and reliability,
timely delivery, price and ability to develop customer- specific products
solutions to thermal management.  Many companies offer products and services
similar to those offered by the Company.  The Company's principal competitor is
Aavid Thermal Technologies, Inc.  There can be no assurance that competitors
will not develop products that are superior to the Company's products.  Further,
there can be no assurance that the Company will not experience additional price
competition, and that such competition may not adversely affect the Company's
position and results of operations.

Technological Changes

     The markets for the Company's products are characterized by technological
advances, changes in customer requirements, product introductions and evolving
industry standards.  The Company believes that its future success will depend,
in part, on its ability to continue to develop and market products and product
enhancements cost-effectively, which will require continued expenditures for
product engineering, sales and marketing.  There can be no assurance that the
Company will be able to modify its products to meet its customers' needs or that
its markets will accept the Company's product offerings.

Raw Materials Cost

     The principal raw material used in thermal management products is aluminum.
Raw materials represent a significant portion of the cost of the Company's
products.  Prices for raw materials are based upon market prices at the time of
purchase.  Historically, the price of aluminum has experienced substantial
volatility.  Although thermal management products are generally shipped within
60 days following the order date, increases in raw materials prices cannot
always be reflected in product sales prices.  All raw materials are readily
available from multiple suppliers at competitive prices.  The Company does not
believe its risk in respect to raw materials price volatility is significant
since the raw materials for an order are usually purchased within a short period
of time after the order is accepted.

Control by Management and Certain Directors

     Members of Management and the Board of Directors, individually and through
partnerships controlled by certain members of Management and the Board, assuming
all shares offered hereby are sold, will continue to beneficially own at least
25% of the currently outstanding shares of Common Stock.  By virtue of such
ownership and their positions with the Company, Marshall D. Butler and Lawrence
Butler may have the practical ability to determine the election of all directors
and control the outcome of substantially all matters submitted to the Company's
stockholders.  Such concentration of ownership could have  the effect of making
it more difficult for a third party to acquire, or discourage a third party from
seeking to acquire, control of the Company.

Environmental Considerations
The Company's manufacturing operations are subject to environmental laws
and regulations which govern waste water discharges, air emissions and the
handling and disposal of solid and hazardous wastes and the remediation of the
contamination associated with the disposal of such wastes.

Potential Anti-Takeover Effects of Delaware Law; Possible Issuances of Preferred
Stock

     Certain provisions of the Delaware law could delay, impede or make more
difficult a merger, tender offer or proxy contest involving the Company, even if
such events could be beneficial to the interests of the stockholders.  Such
provisions could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock.  In addition, shares of preferred
stock can be issued by the Board of Directors without stockholder approval on
such terms as the Board may determine.  The rights of the holders of Common
Stock will be subject to, and may be adversely affected by, the rights of the
holders of any preferred stock that may be issued in the future.  Moreover,
although the ability to issue preferred stock may provide flexibility in
connection with possible acquisitions and other corporate purposes, such
issuance may make it more difficult for a third party to acquire, or may
discourage a third party from acquiring, a majority of the voting stock of the
Company.

                    NO PROCEEDS FROM OFFERING TO THE COMPANY

          The Company will receive no part of the proceeds from the sale of any
of the shares by the Selling Stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

          The Shares offered hereby have been or will be acquired by the Selling
Stockholders pursuant to the Company's Plans. A registration statement on
Form S-8 covering securities issued by the Company under the Plans has been
filed with the Securities and Exchange Commission.

          The following table sets forth the name of each Selling Stockholder,
relationship with the Company, the amount of the Company's common stock
beneficially owned by such person as of May 17, 2001, the number of Shares to be
offered by such person and the number of Shares and the percentage of the
outstanding Common Stock owned by such person after the offering assuming the
sale of all Shares offered hereby:
No. of Shares               No. of Shares           Amount to be        Percent Owned
Name and Relationship                  Owned Beneficially              Offered             Owned After         After Offering
 With the Company                      Prior to Offering (1)       Hereby(11)(12)          Offering (13)          (13)(14)
 ----------------                      --------------------        --------------          -------------          --------
Lawrence Butler,                            1,499,783                 556,776                1,189,672              14.2%
       Chairman and
       Chief Executive Officer(2)
Marshall Butler,                              928,826                 136,224                  875,935              10.5%
       Director (3)(4)
Richard E. Gormley                               ----                  30,000                     ----              *
       Director
Donald K. Grierson,                           238,000                 235,000                    8,000              *
       Director (5)
Frederic A. Heim,                              60,200                  60,000                    5,200              *
       Director (3)(6)
Robert C. Streiter                            147,080                 350,000                   42,079              *
       President and Chief (7)
       Operating Officer
Steve Chupik                                   69,048                  84,100                   13,281              *
       Vice President -
       Administration (8)
Johnny J. Blanchard,                           36,864                  52,156                   11,374              *
       Chief Financial
       Officer (9)
Kenneth Rind,                                  49,399                  38,653                   10,746              *
       Director (10)
---------------------
* Less than 1%.

     (1)  Includes Shares deemed to be beneficially owned by such persons
          pursuant to Rule 13d-3 promulgated under the Exchange Act because they
          have the right to acquire such Shares within 60 days upon the exercise
          of options or similar rights or because such persons have or share
          investment or voting power.
(2)   Includes 695,038 Shares owned by Dot.Com Partners LP, a limited
           partnership whose general partner is wholly owned by Mr. L. Butler,
           222,654 Shares owned by a Trust of which Mr. L. Butler is trustee,
           303,335 Shares which Mr. L. Butler has the right to acquire upon the
           exercise of stock options within 60 days, and 16,904 Shares held for
           Mr. Butler's account in the Company's 401(k) Plan.

     (3)   Does not include Shares owned by Dot.Com of which Mr. M. Butler and
           Mr. Heim are each limited partners. Messrs. Butler and Heim disclaim
           beneficially ownership of such Shares.

     (4)   Includes 41,667 Shares which Mr. M. Butler has the right to acquire
           upon the exercise of stock options within 60 days and 235,084 Shares
           owned by a trust of which Mr. M. Butler is a trustee.

     (5)   Includes 30,000 Shares which Mr. Grierson has the right to acquire
           upon the exercise of stock options within 60 days.

     (6)   Includes 55,000 Shares which Mr. Heim has the right to acquire upon
           the exercise of stock options within 60 days.

     (7)   Includes 105,001 Shares that Mr. Streiter has the right to acquire
           upon exercise of stock options within 60 days, 14,900 Shares owned by
           Mr. Streiter's spouse as to which Mr. Streiter disclaims beneficial
           ownership and 2,979 Shares held for Mr. Streiter's account in the
           Company's 401(k) Plan.

     (8)   Includes 43,934 Shares that Mr. Chupik has the right to acquire
           within 60 days and 13,281 Shares held for Mr. Chupik's account in the
           Company's 401(k) Plan.

     (9)   Includes 8,334 Shares that Mr. Blanchard has the right to acquire
           upon exercise of stock options within 60 days and 9,374 Shares held
           for Mr. Blanchard's account in the Company's 401(k) Plan.

     (10)  Includes 30,000 Shares which Mr. Rind has the right to acquire upon
           the exercise of stock options within 60 days.

     (11)  Represents all Shares acquired upon exercise of options under the
           Plans and subject to options under the Plans whether fully vested or
           not as of the date hereof.

     (12)  The number of Shares offered hereunder by such person may increase to
           the extent that such Affiliate is hereafter granted additional
           options under the 1994 Plan.

     (13)  Assumes all Shares offered hereby are sold and no other purchases
           (including purchases by exercise of options held by such persons) or
           sales are made by such Selling Stockholders.

     (14)  Based upon 8,365,702 Shares outstanding giving effect to the exercise
           of all options currently held by affiliates.

           The Shares may be sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the NASDAQ National Market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Brokers or dealers engaged by Selling Stockholders will
receive commissions or discounts in amounts to be negotiated immediately prior
to the sale. Such brokers or
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be sold under
Rule 144 rather than pursuant to this Prospectus.

                                    EXPERTS

        The financial statements incorporated by reference in this Prospectus
have been audited by Grant Thornton LLP, independent public accountants, as
indicated in their report with respect thereto and are included herein upon the
authority of said firm as experts in accounting and auditing in giving said
report.

        Certain financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto and are included
herein upon the authority of said firm as experts in accounting and auditing in
giving said report.

                                 LEGAL OPINION

        The validity of the authorization and issuance of the securities offered
hereby are being passed upon for Company by Shapiro Forman Allen & Miller LLP,
380 Madison Avenue, 24/th/ Floor, New York, New York 10017. Shapiro Forman Allen
& Miller LLP has from time to time performed and may in the future perform legal
services for certain shareholders of the Company.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

        Under provisions of the Company's Certificate of Incorporation, any
person made a party to any lawsuit by reason of being a director or officer of
the Company, or any parent or subsidiary thereof, may be indemnified by the
Company to the full extent authorized by the General Corporation Law of the
State of Delaware.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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 29, 2000 (as amended by Form 10-K/A-1, filed February 26, 2001),
including the consolidated financial statements and schedules of the Registrant
for the year ended October 29, 2000, reported upon by Grant Thornton LLP, filed
pursuant to Section 13 of the Securities and Exchange Act of 1934.

(b)  The Registrant's Proxy Statement dated April 10, 2001 used in connection
with the Annual Meeting of Stockholders, held on May 17, 2001.

(c)  The Registrant's Quarterly Report on Form 10-Q for the three months ended
January 28, 2001.

(d)  The Registrant's Current Reports on Forms 8-K dated December 4, 2000 and
January 23, 2001.

(e)  The description of Common Stock of the Registrant contained under the
caption "Description of Capital Stock" in the Registrant's Registration
Statement No. 333-47556 on Form S-2 which become effective November 30, 2000.

     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 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

                                       1
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.

          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 issue.

Item 7.     Exemption from Registration Claimed.

                                       2
Not applicable.

Item 8.    Exhibits.

     The following are filed as exhibits to this Registration Statement:

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 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           Consent of Grant Thornton LLP*

23.2           Consent of Arthur Anderson LLP*

23.3           Consent of Shapiro Forman Allen & Miller LLP (contained in
               Exhibit 5)*

     -------------------
*    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 2001 Annual Meeting of Stockholders, dated April 10,
     2001.

                                       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.

                                       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 New York, New York on May 25, 2001.

                       ALPHA TECHNOLOGIES GROUP, INC.

                       By: /s/ Lawrence Butler
                           -------------------
                           Lawrence Butler, Chairman and Chief Executive Officer

     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     May 25, 2001
-------------------------
    Lawrence Butler            Officer, and Director

/s/ Johnny J. Blanchard        Chief Financial Officer       May 25, 2001
-------------------------
    Johnny J. Blanchard        (Principal Financial and
                               Accounting Officer)

/s/ Marshall D. Butler         Director                      May 25, 2001
-------------------------
    Marshall D. Butler

/s/ Richard E. Gormley         Director                      May 25, 2001
-------------------------
    Richard E. Gormley

/s/ Donald K. Grierson         Director                      May 25, 2001
-------------------------
    Donald K. Grierson

/s/ Frederic A. Heim           Director                      May 25, 2001
-------------------------
    Frederic A. Heim

                                       5
/s/ Robert C. Streiter         Director                      May 25, 2001
-------------------------
    Robert C. Streiter

EXHIBIT INDEX

Exhibit
   No.      Description
-------     ------------

3.1         Certification of Incorporation of the Company, as amended.
            Incorporated herein by reference to the Company's Registration
            Statement on Form S-1 (Reg. No. 33-2979), which became effective
            March 7, 1986, Registration Statement on Form S-8, filed September
            28, 1987 (Reg. No. 33-l7359), and to the Company's Annual Report on
            Form 10-K for the year ended October 29, 2000.

3.2         By-laws of the Company. Incorporated by reference to the Company's
            Annual Report on Form 10-K for the year ended October 29, 2000.

5           Opinion of Shapiro Forman Allen & Miller LLP with respect to the
            legality of the securities being registered.*

10.9        1994 Stock Option Plan, as amended and restated. Incorporated herein
            by reference to the Company's Definitive Proxy Statement filed with
            the Commission on or about April 10, 2001.

23.1        Consent of Grant Thornton LLP*

23.2        Consent of Arthur Anderson LLP*

23.3        Consent of Shapiro Forman Allen & Miller LLP (contained in
            Exhibit 5)*

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