SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934
AXSYS TECHNOLOGIES, INC.
___________________________
(Name of Issuer)
AXSYS TECHNOLOGIES, INC.
___________________________
(Name of Person(s) Filing Statement)
$1.20 Cumulative Exchangeable Redeemable Preferred Stock,
Par Value $.01 Per Share
_________________________________________________
(Title of Class of Securities)
054615 20 8
_______________________________
(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
_________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications on Behalf
of Person(s) Filing Statement)
February 14, 1997
____________________________
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Page 1 of 4 pages
Exhibit Index at Page 4
<PAGE>
This Amendment No. 1 to Schedule 13E-4 is being filed by
Axsys Technologies, Inc., a Delaware corporation (the "Company"),
and constitutes Amendment No. 1 to the Schedule 13E-4, filed by
the Company on February 14, 1997 (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 8. Additional Information.
The Company accepted for exchange all shares of Preferred
Stock validly tendered and not withdrawn on or prior to 5:00
p.m., New York City time on March 17,1997, pursuant to the
Exchange Offer, and the Exchange Offer expired at that time. The
information set forth in the press release attached as Exhibit
99.1 hereto, is hereby incorporated herein by reference.
Item. 9. Material to be Filed as Exhibits.
(a) (viii) Press release, dated March 18, 1997.
2
<PAGE>
SIGNATURE
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: __________________________
Stephen W. Bershad
Chairman and
Chief Executive
Officer
Dated: March 18, 1997
3
<PAGE>
EXHIBITS
Exhibit No. Description Page
(a)(viii) Press Release 5
4
Exhibit (a)(viii)
FOR IMMEDIATE RELEASE
CONTACT: Elliot Konopko
Axsys Technologies, Inc.
(212) 593-7900
AXSYS TECHNOLOGIES COMPLETES EXCHANGE OFFER
New York, New York, March 18, 1997 - Axsys Technologies,
Inc. (NASDAQ National Market: AXYS) announced today that it has
completed its exchange offer commenced on February 14, 1997 and
that it has accepted for exchange all shares of preferred stock
validly tendered pursuant to the offer.
The Company said it has been advised by its exchange agent
that a preliminary count showed that approximately 530,000 shares
of preferred stock had been validly tendered for exchange, or
approximately 72% of the total shares outstanding. The exchange
offer expired at 5:00 p.m., New York City time, on Monday, March
17, 1997.
As a result of the consummation of the exchange offer ,
approximately 2,966,000 shares of common stock are outstanding.
Axsys Technologies is a leading supplier of precision
optical and positioning components and sub-systems. The Company
also manufactures and distributes electrical connectors,
precision bearings and other precision components.
