<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1997
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Axsys Technologies, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 11-1962029
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
645 Madison Avenue, New York, NY 10022
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(Address of principal executive offices and zip code)
Axsys Technologies, Inc. Long-Term Stock Incentive Plan
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(Full title of the plan)
Louis D. Mattielli
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
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(Name and address of agent for service)
(212) 593-7900
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(Telephone number, including area code, of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Amount of Proposed Proposed
Title of Additional Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock
320,600 (1) (1) (1)
$0.01 par value $2,137.00
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the registration fee as to 172,600 shares, which
shares are not currently subject to options granted pursuant to the Plan, is
based upon a price of $18.82 per share, the average of the high and low
share price for the Registrant's Common Stock reported on the Nasdaq
National Market System for the Common Stock for the five (5) previous
trading days ending December 26, 1997. The amount of the registration fee
includes $1,211 as to 148,000 options granted at an exercise price of $27.00
per share.
-2-
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to an amendment and
restatement to the Axsys Technologies, Inc. Long-Term Stock Incentive Plan
(the "Plan") which increased the number of shares of common stock, par value
$.01 per share (the "Common Stock"), to be issued thereunder by 320,600
shares. The Company changed its name from "Vernitron Corporation" to Axsys
Technologies, Inc. in December 1996. The Plan's name was also changed in
August, 1997 to reflect the change in the Company's name. The contents of the
Company's Registration Statement on Form S-8 (File No. 33-09559), filed with
the Securities and Exchange Commission (the "Commission") on August 5, 1996,
are hereby incorporated by reference pursuant to Instruction E of form S-8.
Also pursuant to Instruction E to Form S-8, the filing fee is being paid only
with respect to the 320,600 shares of common stock not previously registered.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which are filed with the Commission, are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "Form 10-K");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1997 and June 30, 1997;
(c) The Company's Current Reports on Form 8-K and Form 8-K/A (Amendment No.
1) in each case dated as of June 13, 1997; and
(d) The description of the common stock of the Company, $.01 par value per
share (the "Common Stock"), which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained in
the Registration Statement on Form 8-A dated August 1, 1991.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
-3-
<PAGE>
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The opinion regarding the legality and validity of securities to be issued
is being rendered by Louis D. Mattielli, Vice President, General Counsel and
Secretary of the Company who is a participant in the Plan and a Trustee thereof
and holds options granted thereunder.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts. Section 7(a) of the Registrant's Certificate of
Incorporation provides for indemnification of directors and officers of the
Registrant to the extent permitted by Section 145. Section 102(a)(7) of the
DGCL permits a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Registrant, eliminating or
limiting, with certain exceptions,the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Section 7(b) of the Certificate of Incorporation of the
Registrant eliminates the liability of directors to the extent permitted by
Section 102(a)(7). The Registrant has also entered into indemnification
agreements with its officers and directors. The Registrant also maintains a
directors' and officers' insurance policy which is designed, among other
things, to reimburse the Registrant for any payments made by it pursuant to
the foregoing indemnification obligations of the Registrant. Such policy
provides for coverage of $10,000,000.
The Plan provides that the members of the committee administering the
Plan shall be indemnified by the Company against certain liabilities and
expenses arising out of the performance by such persons of their duties in
such capacities.
The foregoing statements are subject to the detailed provisions of
Section 102(a)(7) of the DGCL, Sections 7(a) and (b) of the Certificate of
Incorporation of the Registrant and such agreements, policies and documents,
as applicable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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<PAGE>
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
----- ------------
<C> <S>
4.1 Specimen form of the Company's Common Stock Certificate.
4.2 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.4 to Amendment No. 2 to the
Company's Registration Statement (File No. 333-36027) on Form S-1 and incorporated herein by reference).
4.3 Bylaws of the Company (filed as Exhibit 1 to the Company's Report on Form 8-A dated August 8, 1991, as
amended ("Form 8-A") and incorporated herein by reference).
4.4 Axsys Technologies, Inc. Long-Term Stock Incentive Plan (filed as Exhibit C to the Company's Proxy
Statement dated September 23, 1997 and incorporated herein by reference).
5.1 Opinion of Counsel as to the validity of the shares of Common Stock covered by the Registration
Statement.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the "Securities Act");
-5-
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated be reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 the 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) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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.
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<PAGE>
EXHIBIT INDEX
-------------
The following exhibits are filed with or incorporated by reference into this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
----------- -----------
<C> <S>
4.1 Specimen form of the Company's Common Stock Certificate.
4.2 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.4 to Amendment No. 2 to the Company's Registration
Statement (File No. 333-36027) on Form S-1 and incorporated
herein by reference).
4.3 Bylaws of the Company (filed as Exhibit 1 to the Company's
Report on Form 8-A dated August 8, 1991, as amended ("Form
8-A") and incorporated herein by reference).
4.4 Axsys Technologies, Inc. Long-Term Stock Incentive Plan (filed
as Exhibit C to the Company's Proxy Statement dated September 23, 1997
and incorporated herein by reference).
5.1 Opinion of Counsel as to the validity of the shares of Common
Stock covered by the Registration Statement.
23.1 Consent of Arthur Andersen, L.L.P.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
</TABLE>
-7-
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act, 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 the City of New York, State of New York, on the
29th day of December, 1997.
AXSYS TECHNOLOGIES, INC.
By: /s/ Raymond F. Kunzmann
-----------------------------
Raymond F. Kunzmann
Vice President--Finance and Controller
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Louis D. Mattielli, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date(s) indicated.
<TABLE>
<CAPTION>
<S> <C>
Date: December 29, 1997 /s/ Stephen W. Bershad
---------------------------
Stephen W. Bershad
Director, Chairman of the Board
and Chief Executive Officer
Date: December 29, 1997 /s/ Anthony J. Fiorelli, Jr.
---------------------------
Anthony J. Fiorelli, Jr.
Director
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Date: December 29, 1997 /s/ Eliot M. Fried
---------------------------
Eliot M. Fried
Director
Date: December 29, 1997 /s/ Richard V. Howitt
---------------------------
Richard V. Howitt
Director
Date: December 29, 1997 /s/ Raymond F. Kunzmann
---------------------------
Raymond F. Kunzmann
Vice President--Finance and
Controller
</TABLE>
-9-
<PAGE>
SPECIMEN SPECIMEN
COMMON STOCK COMMON STOCK
NBN Co [LOGO] NBN Co
AXSYS TECHNOLOGIES, INC.
CUSIP 054615 10 9
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES that
by
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE
OF ONE CENT ($.01) EACH OF COMMONS STOCK OF
- ------------------------ ---------------------------
- ------------------------ AXSYS TECHNOLOGIES, INC. ---------------------------
- ------------------------ ---------------------------
CERTIFICATE OF STOCK
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation of the
Corporation and all amendments thereto (copies of which are on file at the
office of the Corporation), to all of which the holder of this Certificate
assents by acceptance hereof. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures its duly authorized officers.
COUNTERSIGNED AND REGISTERED
ChaseMellon Shareholder Services, L.L.C.
(New York, New York) TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
Dated:
/s/ Louis Mattielli /s/ Stephen W. Bershad
------------------- -----------------------
Secretary Chief Executive Officer
AXSYS TECHNOLOGIES,INC
CORPORATE
SEAL
1968
DELAWARE
copyright NORTHERN BANK NOTE COMPANY
<PAGE>
AXSYS TECHNOLOGIES, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE
CORPORATION IS AUTHORIZED TO ISSUE, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE
TO THE CORPORATION OR THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM- as tenants in common UNIF GIFT MIN ACT-______Custodian_______
TEN ENT- as tenants by the (Cust.) (Minor)
entireties
JT TEN- as joint
tenants with right
of survivorship and under Uniform Gifts to Minors
not as tenants in common Act. _______________________________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, ______________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________
_______________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Date: ___________________________
_____________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular,
without alteration or enlargement, or any
change whatever.
SIGNATURE GUARANTEED: _____________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION, (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE>
Exhibit 5.1 [LOGO]
December 29, 1997
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Re: Registration Statement on Form S-8:
Axsys Technologies, Inc. Long-Term Stock Incentive Plan
Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of Axsys Technologies, Inc.
(the "Company"). The opinion relates to the registration under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of up to 320,600 shares (the
"Shares") of the Company's authorized common stock, $.01 par value, pursuant to
the Axsys Technologies, Inc. Long-Term Stock Incentive Plan (the "Plan").
I have examined executed originals or copies (certified or otherwise identified
to my satisfaction) of such documents, corporate records and other instruments
relating to the incorporation of the Company, the adoption of the Plan and the
authorization and issuance of the Shares as I have deemed necessary and
advisable.
In all such examinations, I have assumed the genuineness of all signatures on
originals and copies of documents I have examined, the authenticity of all
documents submitted to me as originals and the conformity to original documents
of all certified, conformed or Photostat copies. As to questions of fact
material and relevant to this opinion, I have relied upon information obtained
from public officials and officers of the Company.
This opinion is limited to the federal laws of the United States and the laws of
the State of Delaware, and I am expressing no opinion as the effect of the laws
of any other jurisdiction.
Based upon and subject to the foregoing and having regard for such legal
considerations as I have deemed relevant, it is my opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares reserved for issuance as
contemplated in the Registration Statement, such Shares will be legally
and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Louis D. Mattielli
- ----------------------------------
Louis D. Mattielli
Vice President,
General Counsel and Secretary
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
March 21, 1997 included in Axsys Technologies, Inc.'s Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
December 10, 1997
