SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13E-4
(Final Amendment)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934
AXSYS TECHNOLOGIES, INC.
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(Name of Issuer)
AXSYS TECHNOLOGIES, INC.
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(Name of Person(s) Filing Statement)
$1.20 Cumulative Exchangeable Redeemable Preferred Stock,
Par Value $.01 Per Share
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(Title of Class of Securities)
054615 20 8
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(CUSIP Number of Class of Securities)
Elliot N. Konopko
Vice President
Axsys Technologies, Inc.
645 Madison Avenue
New York, New York 10022
(212) 593-7900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications on Behalf
of Person(s) Filing Statement)
February 14, 1997
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(Date Tender Offer First Published,
Sent or Given to Security Holders)
Page 1 of 4 pages
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This Amendment No. 2 to Schedule 13E-4 is being filed by
Axsys Technologies, Inc., a Delaware corporation (the "Company"),
and constitutes Amendment No. 2 to the Schedule 13E-4, filed by
the Company on February 14, 1997, as heretofore amended (the
"Schedule 13E-4"). The Schedule 13E-4 relates to the offer by
the Company to holders of its $1.20 Cumulative Exchangeable
Redeemable Preferred Stock (the "Preferred Stock"), upon and
subject to the terms and conditions set forth in the Offering
Circular, dated February 13, 1997 (the "Offering Circular"), of
0.75 shares of the Company's common stock (the "Common Stock") in
exchange for each outstanding share of Preferred Stock (the
"Exchange Offer"). Capitalized terms used but not otherwise
defined herein have the meaning ascribed to such terms in the
Offering Circular.
Item 1. Security and Issues.
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A total of 538,008 shares of Preferred Stock was validly
tendered and not withdrawn pursuant to the Exchange Offer,
including shares of Preferred Stock for which certificates were
delivered to the Exchange Agent pursuant to the Exchange Offer's
guaranteed delivery procedure. The Company has purchased and
exchanged all such validly tendered shares of Preferred Stock for
shares of Common Stock. An aggregate of 403,460 shares of Common
Stock were issued in the Exchange Offer. Fractional shares of
Common Stock were cashed out in accordance with the terms of the
Exchange Offer. After giving effect to the consummation of the
Exchange Offer, 200,873 shares of Preferred Stock remain
outstanding.
SIGNATURE
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After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
AXSYS TECHNOLOGIES, INC.
By: /s/ Elliot N. Konopko
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Elliot N. Konopko
Vice President and
Secretary
Dated: March 27, 1997
