<PAGE>
SCHEDULE 14A INFORMATION/
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party Other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e) (2)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
Axsys Technologies, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c) (1) (ii), or 14a-6(i)(1), or
14a-6(i)(2) or item 22(a) (2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date off its filing.
(1) Amount Previously Paid
-----------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[AXSYS TECHNOLOGIES, INC. LOGO]
May 28, 1997
Dear Axsys Technologies Stockholder:
On behalf of the Board of Directors and management, I cordially invite
you to attend the Annual Meeting of Stockholders on June 18, 1997, at 10:00
a.m., at the offices of Republic National Bank, Lower Level Conference Room,
452 Fifth Avenue, New York, New York 10018.
The accompanying Notice of Annual Meeting and Proxy Statement
describes the proposals to be considered at the meeting.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend personally, please complete and mail the
enclosed proxy card in the return envelope.
Very truly yours,
Stephen W. Bershad
Chairman of the Board
Chief Executive Officer
<PAGE>
[Axsys Technologies, Inc. Logo]
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 18, 1997
- -------------------------------------------------------------------------------
The Annual Meeting of Stockholders of Axsys Technologies, Inc. (the
"Company") will be held on June 18, 1997 at 10:00 a.m., at the offices of
Republic National Bank, Lower Level Conference Room, 452 Fifth Avenue, New
York, New York 10018, for the following purposes:
1. To elect three directors to the Board of Directors;
2. To ratify the selection of Arthur Andersen LLP as independent
accountants of the Company for the fiscal year ending December
31, 1997 ; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 16, 1997,
will be entitled to notice of and to vote at the meeting and any adjournments
thereof. A list of such stockholders will be open for examination by any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for ten days prior to the meeting at the offices of the Company, 645
Madison Avenue, New York, New York 10022.
Whether or not you expect to attend the meeting, it is important that
your shares be represented, regardless of the number of shares you hold.
Accordingly, you are encouraged to sign, date and return the enclosed proxy
card in the reply envelope provided as soon as possible.
By Order of the Board of Directors,
ELLIOT N. KONOPKO
Secretary
May 28, 1997
<PAGE>
[Axsys Technologies, Inc. Logo]
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
This proxy statement, which is first being mailed to stockholders on
or about May 28, 1997, is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Axsys Technologies, Inc.(the
"Company"), 645 Madison Avenue, New York, New York 10022, for use at the Annual
Meeting of Stockholders to be held at 10:00 a.m., on June 18, 1997, and for all
adjournments thereof (the "Annual Meeting"), at the offices of Republic
National Bank, Lower Level Conference Room, New York, New York 10018.
Only stockholders of record at the close of business on May 16, 1997,
the record date for the Annual Meeting, will be entitled to notice of and to
vote at the Annual Meeting. As of the record date, 2,986,381 shares of the
Company's common stock, par value $.01 per share ("Common Stock"), were
outstanding and entitled to vote at the Annual Meeting. Each share of Common
Stock is entitled to one vote.
A majority of the outstanding shares of Common Stock constitutes a
quorum. If a share is represented for any purpose at the meeting, it is deemed
to be present for all other matters. Abstentions and shares held of record by a
broker or its nominee ("Broker Shares") that are voted on any matter are
included in determining the number of votes present. Broker Shares that are not
voted on any matter will not be included in determining whether a quorum is
present. The election of each nominee for director, as set forth in Proposal
No. 1 below, and the ratification of the selection of Arthur Andersen LLP as
independent accountants, as set forth in Proposal No. 2 below, each requires
the affirmative vote of a majority of the votes cast.
Stockholders are encouraged to specify the way they wish to vote their
shares by marking the appropriate boxes on the enclosed proxy. Shares
represented by proxies that are properly executed and returned will be voted as
specified on the proxy. IF NO CHOICE IS SPECIFIED, THE SHARES WILL BE VOTED FOR
PROPOSALS 1 AND 2 DESCRIBED IN THIS PROXY STATEMENT. A stockholder may revoke a
proxy at any time before it is actually voted by delivering written notice of
revocation to the Secretary of the Company, by submitting a properly executed
proxy bearing a later date, or by attending the meeting and voting in person.
The Board of Directors does not intend to present any matters for a
vote at the meeting except the proposals described in this Proxy Statement. The
persons named in the proxy will, however, have discretionary voting authority
regarding any other business that may properly come before the meeting.
The expense of preparing, printing and mailing this Proxy Statement
and the related proxy solicitation material will be paid by the Company.
Proxies are being solicited principally by mail; but proxies may also be
solicited personally, by telephone and similar means by directors, officers and
regular employees of the Company without additional compensation. The Company
will reimburse brokerage firms and others for their expenses in forwarding
proxy solicitation materials to the beneficial owners of Common Stock.
1
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Company's By-Laws provide for a Board of Directors of not less
than two directors, as determined from time to time by resolution of the Board.
The Board currently consists of three directors. As noted above, proxies will
be voted, unless authority is withheld, FOR the election as directors of the
three nominees listed below, who are the current directors, to serve until the
next annual meeting of stockholders and until their respective successors shall
be duly elected and qualified. If any nominee should become unavailable for
election, proxies will be voted, unless authority is withheld, for an alternate
or alternates, if any, designated by the Board. The Board has no reason to
believe that any nominee will become unavailable for election.
The name, age and principal occupation of each nominee, the nominee's
length of service as a director of the Company, the names of the other public
companies of which the nominee is a director and certain other biographical
information are set forth below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS
OF ALL NOMINEES (PROPOSAL NO. 1).
STEPHEN W. BERSHAD, 55
Chairman of the Board and Chief Executive Officer of the Company since
December 1986. Prior to joining the Company, he was a Managing Director of
Lehman Brothers and its predecessors, investment banking firms, where he held a
series of senior management positions. Mr. Bershad is a director of EMCOR
Group, Inc.
ANTHONY J. FIORELLI, JR., 67
Private investor since January 1, 1997. Prior to that time, Mr. Fiorelli
was President, Strategic Management Consulting Services, Inc., a management
consulting firm, since December 1985. Prior to that time, Mr. Fiorelli was
President and Chief Executive Officer of General Defense Corporation, a
diversified engineering and manufacturing company. Mr. Fiorelli has been a
director of the Company since February 1988.
ELIOT M. FRIED, 64
Eliot M. Fried is a Managing Director of the Lehman Brothers where he has
been employed for more than the past five years. He is a member of the
Investment Committee and the Investment Banking Commitment Committee of the
Firm. Mr. Fried is a director of Bridgeport Machines, Inc., Energy Ventures
Inc., L-3 Communications Corporation, SunSource L.P. and Walter Industries,
Inc. Mr. Fried has served as a Director of the Company since 1994.
The Board of Directors met four times during 1996. The Audit Committee, the
Compensation Committee and the Stock Incentive Plan Committee are the standing
committees of the Board.
The Audit Committee reviews internal and external audit procedures of the
Company. Messrs. Fiorelli and Fried are members of the Audit Committee. The
Compensation Committee oversees compensation policies of the Company. Its
members are Messrs. Bershad and Fiorelli. The Stock Incentive Plan Committee
administers the Axsys Technologies, Inc. Long-Term Stock Incentive Plan. Mr.
Fiorelli is a member of the Stock Incentive Plan Committee. The Audit Committee
met once in 1996.
2
<PAGE>
Each director attended all meetings of the Board and of the Committees on
which the director served.
The compensation of directors is fixed by the Board of Directors. Directors
who are not employees of the Company receive meeting fees of $2,500 for each
Board meeting attended and $1,000 for each committee meeting attended other
than in connection with a Board meeting. Directors are reimbursed for travel
and other expenses incurred in the performance of their duties.
STOCK OWNERSHIP
DIRECTORS AND OFFICERS
The following table sets forth the number of shares of Common Stock
beneficially owned by the Company's directors individually, and by all
directors and officers as a group, as of April 30, 1997:
<TABLE>
<CAPTION>
SHARES EXERCISABLE TOTAL
OWNED STOCK SHARES
DIRECTLY OR OPTION BENEFICIALLY PERCENT
INDIRECTLY (1) SHARES (2) OWNED OF CLASS
-------------- ---------- ------------ --------
<S> <C> <C> <C> <C>
Stephen W. Bershad................................. 1,248,812 2,940 1,251,752 41.8%
Anthony J. Fiorelli, Jr.(3)........................ 13,849 2,000 15,849 --
Eliot M. Fried(3) (4).............................. -- 2,000 2,000 --
Directors and Executive Officers as a group
(5 persons) ...................................... 1,262,661 17,840 1,280,501 42.6%
</TABLE>
- --------------
(1) Does not include 244,995 shares of Common Stock owned by the Axsys
Technologies, Inc. 401(K) Plan (the "401(K) Plan") as of April 30, 1997.
Elliot N. Konopko and Raymond F. Kunzmann, who are executive officers of
the Company, are the sole trustees of the 401(K) Plan and may be deemed
to beneficially own such shares, although each of them disclaims
beneficial ownership of such shares. Mr. Bershad owns 658,048 shares of
Common Stock directly and 590,764 shares of Common Stock indirectly
through SWB Holding Corporation, of which he is the sole shareholder and
Chairman.
(2) Shares covered by stock options exercisable on April 30, 1997, or within
60 days thereafter.
(3) Less than 1% of the total Common Stock outstanding. As of April 30,
1997, 2,986,381 share of Common Stock are outstanding.
(4) Eliot M. Fried is a Managing Director and a member of the Investment
Committee of Lehman Brothers, which may be deemed to beneficially own
463,741 shares of Common Stock. See "Principal Stockholders" below. Mr.
Fried disclaims beneficial ownership of such shares.
PRINCIPAL STOCKHOLDERS
The Company knows of no person who, as of April 30, 1997, beneficially
owned more than five percent of the Common Stock outstanding, except for Mr.
Bershad and except as set forth below.
3
<PAGE>
AMOUNT AND
NAME AND ADDRESS NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------- -------------------- -----
Lehman Electric Inc. (1) 463,741 shares 15.5%
World Financial Center
200 Vesey Street
New York, NY 10285
Paribas Principal, Inc. (2) 155,278 shares 4.9%
787 Seventh Avenue
New York, NY 10019
Banque Paribas (2) 133,262 shares 4.3%
787 Seventh Avenue
New York, NY 10019
Axsys Technologies, Inc. 401(K) Plan 244,995 shares 8.2%
Axsys Technologies, Inc.
645 Madison Avenue
New York, NY 10022
Victor A. Morgenstern 181,800 shares 6.1%
2 North LaSalle Street
Chicago, IL 60602
John W. Gildea 154,500 shares 5.0%
Gildea Management Company
115 East Putnam Avenue
Greenwich, CT 06830
(1) Lehman Electric Inc., a Delaware corporation ("Lehman Electric"), is an
investment vehicle. Lehman Brothers Inc., a Delaware corporation ("Lehman
Brothers"), is a registered broker-dealer. Lehman Brothers Group Inc., a
Delaware corporation ("Group"), is a holding company and parent of Lehman
Electric. Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings"),
through its domestic and foreign subsidiaries, is a full line securities firm.
It is the immediate parent of Lehman Brothers and Group. The foregoing entities
(other than Lehman Brothers) may be deemed to beneficially own the 463,741
shares of Common Stock directly owned by Lehman Electric. In the ordinary course
of its business on behalf of its customers, Lehman Brothers may purchase and
sell shares of Common Stock.
(2) Paribas Principal, Inc. ("PPI") is a New York corporation and Banque Paribas
("Paribas") is a banking corporation organized under the laws of the Republic of
France which maintains branches in a number of jurisdictions, and which is
acting through its Grand Cayman Branch in connection with its investment in the
Company. The principal business of PPI, a wholly-owned subsidiary of Paribas and
a small business investment company licensed by the Small Business
Administration under the Small Business Administration under the Small Business
Investment Act of 1958, as amended, is that of making debt and equity
investments in "small concerns" (as defined under the regulations of the Small
Business Administration). Paribas is a subsidiary of Compagnie
4
<PAGE>
Financiere de Paribas ("Compagnie Financiere"), a diversified holding company
organized under the laws of the Republic of France. The operating subsidiaries
of Compagnie Financiere de Paribas engage in a wide variety of banking,
financial services, manufacturing, trading, development and related activities.
Through its Grand Cayman Branch, which is licensed under the laws of the
jurisdiction to engage in banking activities, Paribas engages in lending
activities, acceptance of deposits, international trade financing trading
activities.
Paribas' beneficial ownership of 133,262 shares of Common Stock (all of
which Paribas has the option to purchase pursuant to a warrant issued to it)
constitutes beneficial ownership of 4.3% of the total number of shares of
outstanding Common Stock, and PPI's beneficial ownership of 155,278 shares of
Common Stock (all of which PPI has the option to purchase pursuant to a warrant
issued to it) constitutes beneficial ownership of 4.9% of the total number of
shares of outstanding Common Stock, determined after giving effect to the
issuance of the shares of Common Stock issuable upon the exercise of such
warrants. Paribas may be deemed to be the beneficial owner of the shares of
Common Stock of the Company owned by PPI and PPI may be deemed to be the
beneficial owner of the shares of Common Stock of the Company owned by Paribas.
Paribas has the sole power to vote or to direct the vote of, and sole power
to dispose or direct the disposition of, no shares of Common Stock of the
Company. Pursuant to its warrant, Paribas has the right to acquire 133,262
shares of Common Stock, as to which it neither has nor shares voting or
dispositive power as of the date hereof. PPI has sole power to vote or to direct
the vote of, and sole power to dispose or direct the disposition of, zero shares
of Common Stock of the Company. Pursuant to its warrant, PPI has the right to
acquire 155,278 shares of Common Stock, as to which it neither has nor shares
voting or dispositive power as of the date hereof.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows the compensation paid to the Company's executive
officers for services in all capacities for the three years ended December 31,
1996:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ---------------- ALL OTHER
BONUS OTHER ANNUAL OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) ($)(1) COMPENSATION (# OF SHARES)(2) ($)(3)
- --------------------------- ---- ---------- ------ ------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen W. Bershad ............... 1996 262,500 157,500 - -- 7,576
Chairman of the Board and ....... 1995 262,500 100,000 - -- 6,258
Chief Executive Officer ......... 1994 262,500 150,000 - 4,200 10,810
Elliot N. Konopko (4) ............ 1996 185,000 82,875 - -- 20,555
Vice President, General ......... 1995 175,000 40,000 - -- 6,521
Counsel and Secretary ........... 1994 175,000 55,000 - 3,000 6,318
Raymond F. Kunzmann (5) .......... 1996 145,000 85,000 - -- 10,603
Vice President-Finance .......... 1995 135,000 45,000 - -- 7,197
and Controller .................. 1994 120,000 28,000 - 4,000 2,721
</TABLE>
- --------------
(1) Reflects payments under the Company's bonus plan, which is described in the
"Compensation Committee Report on Executive Compensation" below.
(2) Reflects awards under the Company's Long-Term Stock Incentive Plan, which is
described under "Stock Incentive Plan" below.
(3) Reflects matching contributions under the Company's 401(K) Plan, described
under 401(K) Plan below, and payments under the Company's executive health
insurance plan and other miscellaneous amounts. Axsys' executive health
insurance plan, which covers only executive officers, provides for the
reimbursement of deductible and coinsurance amounts and certain medical expenses
not covered under Axsys' basic medical plans.
(4) Mr. Konopko has been Vice President, General Counsel and Secretary of the
Company since March 1990.
(5) Raymond F. Kunzmann was elected Vice President-Finance and Controller on
June 2, 1994. Prior to that time, he was Group Controller at Mannesmann Capital
Corporation, a diversified manufacturing company, from January 1994 until May
31, 1994, and was Controller and held other positions at Lear Siegler, Inc., a
diversified manufacturing/service company, from January 1987 until December
1993.
401(K) PLAN
Axsys currently maintains a 401(K) Salary Reduction Plan (the "401(K)
Plan") which is intended to qualify under Sections 401(a) and 401(K) of the
Internal Revenue Code. All employees who are not members of collective
bargaining groups and who are 21 years of age or older are eligible to
participate in the 401(K) Plan on the first
6
<PAGE>
calendar day of the month immediately following the month in which they
complete 1,000 hours of service. All eligible executive officers have elected
to participate in the 401(K) Plan.
Eligible employees electing to participate in the 401(K) Plan may defer a
portion of their compensation on a pre-tax basis, by contributing a percentage
thereof to the 401(K) Plan. The minimum contribution is not less than 3% of
annual gross pay. The maximum is prescribed by the Tax Reform Act of 1986. The
limit for 1996 was $9,500 and will be $9,500 in 1997. The Company made a
matching contribution in Common Stock of the Company in respect of each
employee's 3% contribution made in 1996. Eligible employees who elect to
participate in the 401(K) Plan are vested in the Company's matching
contribution according to the following schedule: less than 1 year of service -
0%; 1 year of service - 20%; 2 years of service - 40%; 3 years of service -
60%; 4 years of service - 80%; and 5 years of service - 100%.
STOCK INCENTIVE PLAN
The Axsys Technologies, Inc. Long-Term Stock Incentive Plan (the "Incentive
Plan") was approved by the stockholders in 1991. The Incentive Plan is
administered by the Stock Incentive Plan Committee (the "Committee"). The
Committee selects participants from among those executives and other key
employees of the Company and its subsidiaries who are in a position to
contribute materially to the success of the Company and determines the amounts,
times, forms, terms and conditions of grants.
Grants may be in the form of options to purchase shares of Common Stock,
stock appreciation rights, restricted stock and performance units
(collectively, "stock incentives"). Grants may be made for up to 90,000 shares
of Common Stock of the Company in the aggregate. Stock appreciation rights may
be granted on a "free-standing" basis or in conjunction with all or a portion
of the shares covered by an option. Stock incentive awards are subject to such
provisions as the Committee determines and may be exercised at one time or in
such installments and at such prices over the balance of the exercise period as
determined by the Committee.
Each stock incentive is exercisable in whole or in part, prior to its
cancellation or termination, by written notice to the Company. If any option is
being exercised, such notice must be accompanied by payment in full of the
purchase price in cash or, if acceptable to the Committee, shares of Company
Common Stock or partly in cash and partly in such shares. Stock incentives are
not transferable except by will or by laws of descent and distribution.
In general, each stock incentive will terminate upon the earlier of (i) the
date fixed by the Committee when the stock incentive is granted or (ii) unless
determined otherwise by the Committee, termination of employment other than for
cause, to the extent the stock incentive was then exercisable, up to 90 days
after the participant's termination of employment. In the event of death or
termination due to disability, the stock incentive may be exercised to the
extent then exercisable for up to one year thereafter. If a participant's
employment is terminated for cause, however, his or her ability to exercise any
stock incentive is terminated.
The Company may make loans to such participants as the Committee, in its
discretion, may determine in connection with the exercise of options in an
amount up to the exercise price of the option plus any applicable withholding
taxes. In no event may any such loan exceed the fair market value, at the date
of exercise, of the shares covered by the option exercised.
7
<PAGE>
Under the Incentive Plan, the Committee may determine, in the event of a
change of control of the Company, that all stock incentives which have not
terminated and which are then held by any participant will become immediately
exercisable. Any such determination by the Committee may be set forth in an
applicable option agreement or by resolution of the Committee.
Options outstanding under the Incentive Plan to acquire up to 57,600 shares
of Common Stock have been granted, including to Stephen W. Bershad (14,600
shares), Elliot N. Konopko (11,000 shares) and Raymond F. Kunzmann (6,000
shares). Of the 57,600 shares covered by the Options, Options to acquire 21,000
shares were granted in 1997, including options to acquire 2,000 shares of
Common Stock granted to each of Messrs. Bershad, Konopko, Kunzmann, Fiorelli
and Fried. Of the outstanding Options, options to acquire 27,040 shares are
fully vested. In general, Options are exercisable to the extent of 40% thereof
within one year from the date of grant and an additional 30% each year
thereafter. The Options granted to Messrs. Fiorelli and Fried to acquire 2,000
shares of Common Stock each are fully vested. In general, Options granted under
the Incentive Plan are incentive stock options. The Options granted prior to
1997, unless extended, in general terminate seven years after the date of grant
and are exercisable at $3.75 per share. In general, the Options granted in 1997
have an exercise price of $15 per share and have a term of ten years, unless
extended.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation.
Under the supervision of the Compensation Committee of the Board of
Directors, the Company has developed and implemented compensation policies
which seek to enhance the profitability of the Company, and thus shareowner
value, by aligning closely the financial interests of the Company's senior
managers with those of its shareowners. In furtherance of these goals, the
Company relies to a large degree on annual bonus and longer-term stock
incentive compensation to attract and retain executive officers and other key
employees and to motivate them to perform to the full extent of their
abilities. Both types of incentive compensation are not guaranteed and are
variable and closely tied to corporate, business unit and individual
performance in a manner designed to encourage a sharp and continuing focus on
building profitability and shareowner value. The annual bonus and stock
incentive compensation is more closely tied to the Company's success in
achieving significant financial and other performance-oriented goals. The
Committee considers the total compensation (earned or potentially available) of
each of the executive officers and the other senior managers in establishing
each element of compensation. Eligible persons must be employed by the Company
at the time bonus compensation is awarded.
In evaluating the performance and setting the incentive compensation of the
Chief Executive Officer, the Committee took note of management's success in
identifying and executing acquisitions in 1996, and the disposition of certain
non-core assets acquired pursuant to such acquisitions, on favorable terms to
the Company and its stockholders. The Committee also took note of management's
success in improving sales, operating income, bookings and backlog and in
repositioning the Company for growth in its served markets. In its review of
other senior management compensation for 1996, the Committee also took into
account management's consistent commitment to the long-term success of the
Company through development of new or improved products and the implementation
of significant cost reductions, resulting in increased efficiencies and
improved cash flow.
8
<PAGE>
Based on its evaluation of these factors, the Committee believes that the
senior management of the Company is dedicated to achieving significant
improvements in long-term financial performance and that the compensation
policies the Committee has implemented and administered have contributed to
achieving this management focus.
During each fiscal year, the Committee considers the desirability of
recommending to the Long-Term Stock Incentive Committee granting senior
executives, including executive officers, awards under the Incentive Plan,
which provides the flexibility to grant longer-term incentives in a variety of
forms, including performance units, stock options, stock appreciation rights
and restricted stock. In respect of 1996, the Committee determined to recommend
the grant of additional awards under the Incentive Plan. See "Stock Incentive
Plan."
Members of the Compensation Committee
Stephen W. Bershad
Anthony J. Fiorelli, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Bershad, a member of the Compensation Committee, is Chairman of the
Board and Chief Executive Officer of the Company.
STOCK PRICE PERFORMANCE GRAPH
The information in the foregoing report and the following graph shall not
be incorporated by reference (by any general statement incorporating this proxy
statement by reference or otherwise) into any prior or future filing under the
Exchange Act or the Securities Act of 1933, except to the extent the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The following graph shows the value of a $100 investment in Common Stock
from December 31, 1991 through December 31, 1996, as of the dates indicated,
compared with the value of a similar investment in the NASDAQ Non-Financial
Stock Index and the S&P High Technology Composite Index at such times. The
NASDAQ Non-Financial Stock Index is an index comprising all non-financial
common shares traded on the NASDAQ National Market and the NASDAQ Small-Cap
Market. The S&P High Technology Composite Index is an index comprising common
shares of companies in the aerospace/defense, communications equipment,
electronics and office equipment and supplies industries. Both the NASDAQ
Non-Financial Stock Index and the S&P High Technology Composite Index are
calculated on a total return basis to include the reinvestment of dividends.
9
<PAGE>
[GRAPHIC OMITTED - The table below represents the data in the Performance Graph]
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
12/27/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Axsys Technologies, Inc. $100 $103 $43 $40 $56 $114
Common Stock
- -----------------------------------------------------------------------------------------------
NASDAQ Non- $100 $110 $127 $121 $167 $206
Financial Index
- -----------------------------------------------------------------------------------------------
S&P High $100 $111 $134 $154 $222 $319
Technology
Composite Index
- -----------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
AGREEMENTS WITH DIRECTORS AND OFFICERS
The Company has entered into indemnification agreements with its directors
and certain officers in order to induce them to continue to serve as directors
and officers of the Company, indemnifying them for any and all liabilities
incurred by them arising out of their service as directors or officers, other
than liabilities arising out of conduct which has been determined in a final
adjudication to constitute bad faith or a knowing violation of law or receipt
by such person of an improper personal benefit. The rights to indemnification
under such agreements are in addition to any rights to indemnification
contained in the Company's Certificate of Incorporation or By-Laws, which
provide for indemnification under certain circumstances. The Company has agreed
to pay Messrs. Konopko and Kunzmann up to one year's base compensation and
certain other benefits in the event of termination by the Company other than
for cause.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Subject to ratification by the stockholders, the Board of Directors, upon
the recommendation of its Audit Committee, has selected Arthur Andersen LLP as
independent accountants to audit the consolidated books and accounts of the
Company for the period beginning January 1, 1997, and ending December 31, 1997.
A representative of Arthur Andersen LLP will be present at the meeting and will
have the opportunity to make a statement and to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ARTHUR
ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE INDICATED PERIOD
(PROPOSAL NO. 2).
STOCKHOLDER PROPOSALS
Any holder of Common Stock who wishes to present a proposal for inclusion
in the Company's proxy statement for the next annual meeting of shareholders
must comply with the rules and regulations of the Securities and Exchange
Commission then in effect. Such proposal must be received by the Secretary of
the Company at 645 Madison Avenue, New York, New York, 10022 no later than
January 28, 1998, in order to be considered for inclusion in the Company's
proxy statement for the next annual meeting.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's annual report on Form 10-K for 1996, as filed with
the Securities and Exchange Commission, will be provided to stockholders
without charge upon receipt of a written request to: Investor Relations, Axsys
Technologies, Inc., 645 Madison Avenue, New York, NY 10022.
May 28, 1997
11
<PAGE>
AXSYS TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 18, 1997
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Elliot N. Konopko and Raymond F. Kunzmann,
and each of them, the attorneys and proxies of the undersigned (each with power
to act without the other and with power of substitution) to vote, as designated
on the reverse side, all shares of Common Stock of Axsys Technologies, Inc.,
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held at the offices of Republic National Bank, Lower Level
Conference Room, 452 Fifth Avenue, New York, New York 10018, on the 18th day of
June, 1997, at 10:00 a.m., and any adjournment thereof, upon all matters which
may properly come before said Annual Meeting.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
(Continued, and to be dated and signed, on reverse side.)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSALS 1 AND 2.
PLEASE MARK
YOUR VOTES AS [X]
INDICATED IN
THIS EXAMPLE
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY
TO THE RIGHT (except as to vote for all nominees listed
marked to the contrary) to the right
[ ] [ ]
2. RATIFICATION OF AUDITORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Messrs. Stephen W. Bershad, Anthony J. Fiorelli, Jr. and Eliot M. Fried.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(The signature(s) on your proxy card
should agree with the name(s) shown at
the left. If the stock is held jointly,
all joint owners should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title as such.)
Dated: , 1997
----------------------------
----------------------------------(L.S.)
----------------------------------(L.S.)
Signature(s) of Stockholder(s)
SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
