SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
AXSYS TECHNOLOGIES, INC.
------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
054615109
(formerly 924359300)
--------------------
(CUSIP Number)
Stephen W. Bershad
Axsys Technologies, Inc.
645 Madison Avenue
New York, New York 10022
(212) 593-7900
----------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 17, 1997
---------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-1
(b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
SCHEDULE 13D
CUSIP No. 054615109 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen W. Bershad
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF
SHARES 1,248,812 (See Item 5)
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED -0- (See Item 5)
BY EACH
REPORT- 9 SOLE DISPOSITIVE POWER
ING
PERSON 1,248,812 (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,248,812 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 054615109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SWB Holding Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF
SHARES 590,764 (See Item 5)
BENEFICI 8 SHARED VOTING POWER
ALLY
OWNED -0- (See Item 5)
BY EACH
REPORT- 9 SOLE DISPOSITIVE POWER
ING
PERSON 590,764 (See Item 5)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
590,764 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
See Item 5
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
14 TYPE OF REPORTING PERSON*
CO
The Reporting Persons hereby amend and supplement their
statement on Schedule 13D filed on May 17, 1994, as amended (the
"Original Statement"), with respect to the Common Stock, par
value $.01 per share ("Common Stock"), of Axsys Technologies,
Inc. (formerly known as Vernitron Corporation), a Delaware
corporation (the "Company"), as set forth in this Amendment No.
2. Unless otherwise indicated herein, each capitalized term used
but not defined herein shall have the meaning assigned to such
term in the Original Statement. The Cusip Number of the Common
Stock is 054615109. Prior to the change in name of the Company
from Vernitron Corporation to Axsys Technologies, Inc. and a one-
for-five reverse stock split of the Common Stock, the Cusip
Number was 924359300.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- -------------------------------------------------
The response set forth in Item 3 of the Original Statement
is hereby amended and supplemented by the following:
On March 17, 1997, Mr. Bershad acquired beneficial ownership
of an additional 111,780 shares of Common Stock by tendering
shares of Preferred Stock of the Company beneficially owned by
him to the Company pursuant to the Company's exchange offer (the
"Exchange Offer") made to holders of Preferred Stock pursuant to
an Offering Circular, dated February 13, 1997. Pursuant to the
Exchange Offer, the Company exchanged on March 17, 1997 newly
issued shares of Common Stock for outstanding shares of Preferred
Stock at the rate of .75 shares of Common Stock for each
outstanding share of Preferred Stock. Mr. Bershad has been
advised by the Company that, based on a preliminary count by the
Company's exchange agent, an aggregate of approximately 530,000
shares of Preferred Stock were tendered and accepted for exchange
in the Exchange Offer, resulting in the issuance of approximately
397,500 shares of Common Stock in the Exchange Offer.
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
After giving effect to the acquisition by Mr. Bershad of
111,780 shares of Common Stock in the Exchange offer, Mr. Bershad
beneficially owns 1,248,812 outstanding shares of Common Stock,
including 590,764 shares of Common Stock owned by Holding. After
giving effect to the issuance by the Company of approximately
397,500 shares of Common Stock in the Exchange Offer, there are
approximately 2,966,440 shares of Common Stock outstanding. The
outstanding shares of Common Stock owned by the Reporting Persons
constitute approximately 42% of the outstanding shares of Common
Stock.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED: March 20, 1997
/s/ Stephen W. Bershad
-----------------------------
Stephen W. Bershad
SWB Holding Corporation
by: /s/ Stephen W. Bershad
--------------------------
Stephen W. Bershad
