<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 10-K/A-1
           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 29, 2000      Commission File Number 0-14365
                          ----------------                             -------
                                      OR
         [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        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 Identification No.)
incorporation or organization)

11990 San Vicente Boulevard, Suite 350     90049
                                           -----
Los Angeles, CA                            (Zip Code)
----------------------------------------
(Address of principal executive offices)

       Registrant's telephone number, including area code: 310-566-4005
                                                           ------------

      Securities registered under Section 12(b) of the Exchange Act: None
                                                                     -----

        Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.03 par value
                             (Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) had been subject to such filing
requirements for the past 90 days.  Yes  X    No_____
                                       -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this form 10-K. [X]

Aggregate market value of voting stock held by non-affiliates of registrant,
computed by reference to the last sales price of such Common Stock on January
22, 2001: $49,109,524.

Number of shares of Common Stock, par value $.03 per share, outstanding at
January 22, 2001: 7,078,435.
<PAGE>

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant.
--------  ---------------------------------------------------

The following table sets forth information regarding the directors of the
Company.  Each of the directors holds office until their successors are duly
elected and qualified.


Name                     Age    Principal Occupation for Past Five Years
----                     ---    ----------------------------------------

Lawrence Butler.......   38     Mr. L. Butler has been Chairman and Chief
                                Executive Officer since May 1999. He was
                                President and Chief Executive Officer of Alpha
                                from April 19, 1995 until May 1999. He was an
                                executive vice president of Alpha from September
                                1994. He has been director, president and sole
                                shareholder of Camelia Group, Inc., the general
                                partner of Dot.Com Partners, L.P., f/k/a Steel
                                Partners, L.P. (private investment partnership),
                                a Delaware limited partnership ("Dot.Com"),
                                since 1990. Lawrence Butler is Marshall Butler's
                                son. Member of the Executive Committee. He has
                                been a director of the Company since September
                                1994.

Marshall D. Butler....   74     Mr. M. Butler was Chairman of the Board of Alpha
                                from April 26, 1993 until May 1999. From
                                September 22, 1994 through April 19, 1995, Mr.
                                M. Butler served as Chief Executive Officer of
                                Alpha. Mr. M. Butler is currently Chairman of
                                First Israel Mezzanine Fund, which focuses on
                                buyouts of Israeli companies, and is a director
                                of Israel Infinity Venture Capital, a venture
                                capital fund that invests in Israeli companies.
                                He was a director of AVX Corporation, a
                                manufacturer of ceramic capacitors from 1973 to
                                1999, and was Chief Executive Officer of AVX
                                Corporation from December 1973 until 1993. Mr.
                                M. Butler was a director of Mass Mutual
                                Corporate Investors from 1994 through 1995, and
                                Mass Mutual Participation Investors from 1989
                                through 2000. Mr. M. Butler is the father of
                                Lawrence Butler. Member of the Executive, Stock
                                Option and Compensation Committees. He has been
                                a director of the Company since April 1993.

                                      -2-
<PAGE>

Donald K. Grierson.......      66   Mr. Grierson served as Vice-Chairman of the
                                    Board of Alpha from April 1993 through April
                                    1995. From December 7, 1988 until April 26,
                                    1993, Mr. Grierson served as Chairman of the
                                    Board of Alpha. For more than the past five
                                    years, Mr. Grierson has served as President
                                    and Chief Executive Officer of ABB Vetco
                                    Gray Inc., which designs, manufactures,
                                    sells and services highly engineered
                                    exploration and production equipment used by
                                    the worldwide oil and gas industry,
                                    primarily for offshore applications. Mr.
                                    Grierson currently serves as a director of
                                    Parametric Technology Inc., a developer and
                                    marketer of software products for the
                                    automation of the mechanical design process.
                                    Member of the Stock Option, Compensation and
                                    Audit Committees. He has been a director of
                                    the Company since February 1988.

Frederic A. Heim.........     74    Mr. Heim, a private investor, served as a
                                    director of Encino Savings and Loan, Van
                                    Nuys, California, from 1991 through 1994. He
                                    was a co-founder and, from 1981 to 1990, a
                                    director and Executive Vice President of
                                    Computer Memories Incorporated, which
                                    manufactured computer disk drives. Member of
                                    Audit and Compensation Committees. He has
                                    been a director of the Company since April
                                    1993.

Dr. Kenneth W. Rind......      65   Dr. Rind is a long term venture capitalist
                                    and, since 1998, is a General Partner of
                                    Israel Infinity Venture Corporation. Since
                                    1981, Dr. Rind has been Chairman of Oxford
                                    Venture Corporation, an independent venture
                                    capital management firm. Dr. Rind is
                                    currently a director of Vasomedical, Inc., a
                                    medical technology company and ESC Medical
                                    Systems, Ltd., a medical equipment
                                    manufacturer. Member of Audit and Stock
                                    Option Committees. He has been a director of
                                    the Company since April 1995.

Robert C. Streiter.......      40   Mr. Streiter has been President and Chief
                                    Operating Officer of the Company since May
                                    1999. He was president of Uni-Star
                                    Industries, Inc. ("Unistar"), a subsidiary
                                    of the Company, until its sale in July,
                                    2000, and President of Wakefield
                                    Engineering, Inc., a subsidiary of the
                                    Company, since September 21, 1998. From June
                                    1988 to November 1997, Mr. Streiter was
                                    employed at AVX Filters Corp. in the
                                    positions of Controller, Operations Manager
                                    and Plant Manager; and was previously
                                    employed at Johanson Dielectrics, Inc.
                                    from November 1997 until he left to join
                                    Uni-Star. He has been a director of the
                                    Company since May 1999.

                                      -3-
<PAGE>

     The current executive officers of the Company are as follows:

          Name                       Age             Position
          ----                       ---             --------

     Lawrence Butler.............    38   Chairman and Chief Executive Officer

     Robert C. Streiter..........    40   President and Chief Operating Officer

     Johnny J. Blanchard.........    42   Secretary, Treasurer and Chief
                                          Financial Officer

     Steve E. Chupik.............    57   Vice President Administration

     Each officer of the Company holds office until his successor shall be duly
elected and qualified or until his earlier death, resignation or removal.

     For information concerning Messrs. L. Butler and Streiter see above.

     Mr. Blanchard has been Chief Financial Officer of the Company since
September 1994; from December 1989, he was Controller of the Company; and from
October 1988, he was General Accounting Manager of the Company.

     Mr. Chupik has been Vice President Administration of the Company since
August 1993; from May 1988, he was Vice President Human Resources of the
Company.

Section 16(a) Beneficial Ownership Reporting Compliance.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and holders of more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership of such
securities with the Securities and Exchange Commission. Officers, directors and
greater than ten percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Other than Lawrence Butler and Marshall Butler, the Company is not aware
of any beneficial owner of more than ten percent of its Common Stock.

     Based on a review of the copies of Forms 3, 4 and 5 furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and ten percent holders were complied with
in a timely manner during fiscal year 2000.

Item 11. Executive Compensation.
-------- -----------------------

         The Summary Compensation Table below sets forth the compensation paid
or accrued for services rendered in all capacities on behalf of the Company
during the last three fiscal years to the Company's "Named Executive Officers,"
the only executive officers who received compensation in excess of $100,000
during the fiscal year ended October 29, 2000.

                                      -4-
<PAGE>

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                    Annual                             Long Term
                                                 Compensation                     Compensation Awards
                                                 ------------                     -------------------

                                                                                      Securities
                                  Fiscal                                              Underlying          All Other
Name and Principal Position        Year      Salary($)    Bonus($)     Other($)     Options/SARs(#)    Compensation($)
---------------------------        ----      ---------    --------     --------     ---------------    ---------------
<S>                               <C>        <C>          <C>          <C>        <C>                  <C>
Lawrence Butler                    2000       241,270     175,000            -              100,000          10,350(2)
  Chairman and                     1999       220,375     112,875            -              120,000          11,322(2)
  Chief Executive Officer (1)      1998       170,208           -            -               80,000          11,700(2)

Robert C. Streiter                 2000       213,750     225,000            -              100,000          10,179(4)
  President and                    1999       173,465     100,000        5,385(5)            50,000           6,375(6)
  Chief Operating Officer (3)      1998        76,924      37,500            -              100,000           2,308(6)

Steve E. Chupik                    2000       123,150      50,000            -               15,000          10,633(7)
  Vice President -                 1999       111,666      36,000       24,994(5)            25,000           4,099(6)
  Administration (7)               1998       100,000           -            -                5,000           3,000(6)

Johnny J. Blanchard                2000       106,678      50,000        4,278(5)            10,000           4,264(6)
  Chief Financial Officer          1999       100,012      31,185            -               15,000           3,000(6)
                                   1998        93,750           -            -                    -           2,813(6)
</TABLE>
______________________


  1.   On May 26, 1999, Mr. Butler became Chairman and Chief Executive Officer
       of the Company.

  2.   Represents car allowance of $7,200 and 401(k) Employer Matching
       Contribution of $3,150 for fiscal 2000; represents car allowance of
       $7,200 and 401(k) Employer Matching Contribution of $4,122 for fiscal
       1999; represents car allowance of $7,200 and 401(k) Employer Matching
       Contribution of $4,500 for fiscal 1998.

  3.   Mr. Streiter joined Uni-Star Industries, Inc., a subsidiary of the
       Company, as President on March 23, 1998 and assumed the additional
       responsibility of President of Wakefield Engineering Inc., a subsidiary
       of the Company, on September 21, 1998. He became President and Chief
       Operating Officer of the Company on May 26, 1999.

  4.   Represents car allowance and reimbursements of $5,679 and 401(k) Employer
       Matching Contribution of $4,500 for fiscal 2000.

  5.   Represents accrued vacation payments.

  6.   Represents 401(k) Employer Matching Contributions.

  7.   Represents car allowance and reimbursements of $5,523, medical insurance
       waiver of $1,000 and 401(k) Employer Matching Contribution of $4,110 for
       fiscal 2000. Mr. Chupik became an officer within the meaning of Section
       16 of the Exchange Act effective as of February 22, 2000.

                                      -5-
<PAGE>

                       OPTION GRANTS IN LAST FISCAL YEAR

  The following table sets forth information regarding grants of stock options
to the Named Executive Officers during the last fiscal year. No SARs were
granted during the last fiscal year.

<TABLE>
<CAPTION>
                                                                                                     Potential Realizable Value
                                                                                                       at Assumed Annual Rates
                                                                                                        of Stock Appreciation
                                                                                                         for Option Term($)
                                                                                                        --------------------
                     Number of
                     Securities         % of Options
                     Underlying            Granted
                     Options            to Employees              Exercise       Expiration
Name                 Granted       during Fiscal Year/(1)/     Price/Share($)     Date(2)       5% per year/(1)/   10% per year/(1)/
----                 -------       -----------------------     --------------     -------       ----------------   -------------
<S>                  <C>           <C>                         <C>               <C>           <C>                <C>
Lawrence Butler         83,334                      23.3%            6.00           4/17/05             155,769         356,306
                        16,666                                       6.60           4/17/05

Robert C. Streiter      50,000                      23.3%          9.4063            6/4/05             309,522         683,964
                        50,000                                     13.000           7/27/05

Steve E. Chupik         15,000                       3.5%            6.50           2/15/05              26,937          59,525

Johnny J. Blanchard     10,000                       2.3%          9.4063            6/4/05              25,988          57,426
</TABLE>

______________

(1) Aggregate for all fiscal year 2000 grants.

(2) The options are exercisable as to one-third of the shares one year after the
    date of grant, an aggregate of two-thirds of the shares two years after the
    date of grant and the remaining one-third of the shares three years after
    the date of grant.


       Aggregated Option Exercises in Fiscal Year Ended October 29, 2000
                       and Fiscal Year End Option Values

     The following table sets forth information regarding each exercise of stock
options during the fiscal year ended October 29, 2000 by the Named Executive
Officers and the fiscal year-end value of unexercised options held by such
persons.

<TABLE>
<CAPTION>
                                                                    Number of
                                                                   Unexercised         Value Unexercised
                                                                 Options at FY-           In-the-Money
                            Shares                                   End (#)           Options At FY-End
                           Acquired                               Exercisable/            Exercisable/
                         on Exercise #       Value Realized       Unexercisable          Unexercisable
                         -------------     ----------------       -------------          -------------
<S>                      <C>               <C>                  <C>                  <C>
Lawrence Butler              6,776(1)           $ 41,495        243,333 / 206,667    $1,666,709/$1,049,377

Robert C. Streiter              --                    --        88,334 / 161,666       712,921 / 488,639

Steve E. Chupik              5,733                48,767         30,601 / 31,666       266,016 / 206,348

Johnny J. Blanchard         19,056(2)            211,375         5,000 / 20,000         26,406 / 63,749
</TABLE>

______________

(1) Resulted from a cashless exercise, pursuant to the 1994 Plan, of options
    to purchase 100,000 Shares.

(2) Resulted from the exercise pursuant to the 1994 and 1985 Plan, of options to
    purchase an aggregate of 32,000 Shares (of which 30,000 were a cashless
    exercise, pursuant to the 1994 and 1985 Plan).

                                      -6-
<PAGE>

Employment Agreements

     Effective November 1, 2000, the Company and Mr. L. Butler entered into a
three year employment agreement (the "Agreement").  Under the Agreement, Mr.
Butler is entitled to a base annual salary of $260,000 for the first year of the
term with annual reviews of such base salary by the Board of Directors.  In
addition, the Agreement provides for an annual bonus based on the Company's
earnings from continuing operations before provision for income taxes.

     Effective November 1, 2000, the Company entered into a three year
employment agreement, with Robert C. Streiter pursuant to which Mr. Streiter is
to serve as President and Chief Operating Officer of the Company. Under the
agreement, Mr. Streiter is entitled to a base annual salary of not less than
$260,000 for the first year of the term with annual reviews of such base salary
by the Board of Directors. In addition, the Agreement provides for an annual
bonus based on the Company's earnings from continuing operations before
provision for income taxes. The agreement provides that in the event of a change
in control, Mr. Streiter may terminate the agreement. This agreement supercedes
the Employment Agreement between the Company and Mr. Streiter effective March
23, 1999.

Compensation of Directors

     In 1998, the Company's Board of Directors and shareholders approved an
amendment to the Company's 1994 Stock Option Plan to provide for the annual
grant on the date of the Annual Meeting of Shareholders for the 1998, 1999 and
2000 fiscal years of options to purchase 10,000 shares to each director who is
not an employee of the Company.  Such Options, which are not Incentive Stock
Options, are exercisable at the fair market value of Common Stock of the Company
on the day of the Annual Meeting, vest one year from the date of the grant and
are exercisable until the date that is the earlier of five years from the date
of grant or 90 days after the Optionee ceases to be a director of the Company.
Directors who are officers of or consultants to the Company will not receive any
additional compensation for serving on the Board of Directors or its committees.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
--------  ---------------------------------------------------------------

     The following table sets forth as of January 31, 2001, the number and
percentage of outstanding shares of Common Stock of the Company owned
beneficially, within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), by (i) each stockholder known by the
Company to own more than 5% of the outstanding shares of Common Stock; (ii) each
director of the Company; (iii) each named executive officer; and (iv) all
directors and executive officers, as a group.  Except as otherwise specified,
the named beneficial owner has sole voting and investment power.

                                                  Amount and
                        Name and Address           Nature of        Percent
                               of                  Beneficial          of
                      Beneficial Owners/(1)/     Ownership/(2)/    Class/(2)/
                      ----------------------     --------------    ----------

     Marshall D. Butler(3)(4)..................         911,159          12.8%

     Lawrence Butler(5)........................       1,465,758          19.9%

     Donald K. Grierson(6).....................         228,000           3.2%

     Frederic A. Heim(3)(7)....................          50,200              *

                                      -7-
<PAGE>

     Dr. Kenneth W. Rind(8)....................          39,399              *

     Dot.Com Partners, L.P.(9).................         695,038           9.8%

     Robert C. Streiter(10)....................         130,284           1.8%

     Steve E. Chupik(11).......................          68,953              *

     Johnny Blanchard(12)......................          33,530              *

     Dimensional Fund Advisors Inc.
      1299 Ocean Avenue, 11th Floor
      Santa Monica, California 90401 (13)......         389,700           5.5%

     All Directors and Executive Officers
     as a Group (8 Persons)(14)................       2,927,283          38.5%
         _______________

       *  Constitutes less than 1%


(1)  Unless otherwise indicated, the address of each beneficial owner is c/o
     Alpha Technologies Group, Inc., 11990 San Vicente Boulevard, Suite 350, Los
     Angeles CA 90049.

(2)  Includes shares deemed to be beneficially owned by such persons or entities
     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 or entities have or share
     investment or voting power.

(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 beneficial
     ownership of such shares.

(4)  Includes 25,000 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 695,038 shares owned by Dot.Com, 222,654 shares owned by trusts of
     which Mr. L. Butler is trustee, 270,001 shares which Mr. L. Butler has the
     right to acquire upon the exercise of stock options within 60 days and
     16,213 shares held for Mr. L. Butler's account in the Company's 401(k)
     Plan.

(6)  Includes 20,000 shares which Mr. Grierson has the right to acquire upon the
     exercise of stock options within 60 days.

(7)  Includes 45,000 shares that Mr. Heim has the right to acquire upon exercise
     of stock options within 60 days.

                                      -8-
<PAGE>

(8)  Includes 20,000 shares which Mr. Rind has the right to acquire upon the
     exercise of stock options within 60 days.

(9)  Shares owned by Dot.Com are also included in the number of shares reported
     as beneficially owned by Mr. L. Butler.

(10) Includes 88,334 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 2,850 shares held for Mr. Streiter's account in the Company's 401(k)
     Plan.

(11) Includes 43,934 shares that Mr. Chupik has the right to acquire within 60
     days and 13,186 shares held for Mr. Chupik's account in the Company's
     401(k) Plan.

(12) Includes 5,000 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.

(13) Dimensional Fund Advisors Inc. ownership as of December 31, 2000.

(14) Includes 517,269 shares which individuals in the group have the right to
     acquire upon the exercise of stock options which are exercisable within 60
     days, 41,623 shares held for the accounts of the individuals in the group
     in the Company's 401(k) Plan, 695,038 shares held by Dot.Com, 222,654
     shares owned by trusts of which Mr. L. Butler is trustee, and 235,084
     shares owned by a trust of which Mr. M. Butler is a trustee.


Item 13.  Certain Relationships and Related Transactions
--------  ----------------------------------------------

        For services to the Company, Marshall Butler received compensation of
$75,000 during the 2000 fiscal year.

                                      -9-
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d)  of the Securities
Exchange Act of 1934, Registrant has duly caused this amendment to the Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 26, 2001             ALPHA TECHNOLOGIES GROUP, INC.
                                        (Registrant)


                                        By:  /s/ Johnny J. Blanchard
                                          -----------------------------------
                                             Johnny J. Blanchard
                                             Chief Financial Officer

                                     -10-