ONIX SYSTEMS INC
8-K, 1998-09-30
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                                 Date of Report
                       (Date of earliest event reported):

                               September 29, 1998

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


                                ONIX SYSTEMS INC.
             (Exact name of Registrant as specified in its charter)


Delaware                        1-13975                          76-0546330
(State or other               (Commission                   (I.R.S. Employer
jurisdiction of               File Number)               Identification Number) 
incorporation or
organization)



22001 North Park Drive
Kingwood, Texas                                                  77339-3804
(Address of principal executive offices)                         (Zip Code)


                                 (281) 348-1111
                         (Registrant's telephone number
                              including area code)


<PAGE>

      This Form 8-K contains forward-looking statements that involve a number of
risks and  uncertainties.  Important  factors that could cause actual results to
differ  materially from those indicated by such  forward-looking  statements are
set forth under the heading  "Risk  Factors"  included  in ONIX  Systems  Inc.'s
Registration  Statement  on Form  S-1  (File  No.  333-45333),  filed  with  the
Securities  and  Exchange  Commission.  These  include  risks and  uncertainties
relating to:  market  acceptance  of new  products,  customer  capital  spending
policies,  technological  change and new products,  government  regulations  and
approvals,  dependence  on  the  oil  and  gas  industry,  ONIX  Systems  Inc.'s
acquisition strategy, pending arbitration, international sales, competition, use
of gamma technology, and protection of proprietary rights.

Item 5.     Other Events

      On September 29, 1998,  ONIX Systems Inc.  ("ONIX") issued a press release
announcing   that  it  will  record   approximately   $2.0   million  in  pretax
restructuring  and other charges for the third quarter,  ending October 3, 1998.
ONIX will incur  approximately $1.7 million in severance expenses resulting from
an 11 percent  reduction of its  workforce  (83  employees).  These charges will
reduce third quarter 1998 diluted earnings per share by approximately $.08. ONIX
estimates  that  these  actions  will  result  in  1999  operating   savings  of
approximately $3 million.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits

      (a)    Financial Statements of Business Acquired: not
            applicable.

      (b)   Pro Forma Financial Information: not applicable.

      (c)   Exhibits: not applicable.



<PAGE>



                                    SIGNATURE



      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on this 29th day of September, 1998.



                                          ONIX SYSTEMS INC.


                                          By:/s/ Kenneth J. Apicerno
                                             Kenneth J. Apicerno
                                             Treasurer












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