UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 18
Under the Securities Exchange Act of 1934
AXSYS TECHNOLOGIES INC.
(Formerly Vernitron Corporation)
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
054615109000
(CUSIP Number)
Jennifer Marre
Secretary
Lehman Brothers Holdings Inc.
3 World Financial Center, 24th Floor
New York, NY 10285
(212) 526-1936
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
October 27, 1997
(Date of Event which required Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No.
054615109000
1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Lehman Electric Inc.
13-3429417
2) Check the Appropriate box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (see instructions) WC
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 of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power
-0-
8) Shared Voting Power
-0-
9) Sole Dispositive Power
-0-
10) Shared Dispositive Power
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
<PAGE>
12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
13) Percent of Class Represented by Amount in Row 9
0.0%
14) Type of Reporting Person
CO
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: October 27, 1997
LEHMAN ELECTRIC INC.
By: /s/ Jennifer Marre
---------------------
Name: Jennifer Marre
Title: Secretary
<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01
(the "Common Stock"), of Axsys Technologies, Inc., a Delaware corporation
("Axsys"). The address of the principal executive offices of Axsys is 645
Madison Avenue, New York, NY 10022.
Item 2. Identity and Background
This statement is filed on behalf of the following entity:
Lehman Electric Inc., a Delaware corporation ("Lehman Electric")
3 World Financial Center
200 Vesey Street
New York, NY 10285
The following entity is a control person (the "Control Person") of
the Reporting Person:
Lehman Brothers Holdings Inc., a Delaware corporation("Holdings"),
3 World Financial Center
200 Vesey Street
New York, NY 10285
Holdings through its domestic and foreign subsidiaries is a
full-line securities firm and is the parent of Lehman Electric.
The names, residence or business addresses, citizenships and
present principal occupations or employment of the senior executive officers and
directors of the Reporting Person are set forth in Appendix A hereto.
Neither the Reporting Person, or to the best knowledge of the
Reporting Person, the Control Person or any of the persons listed in Appendix A
hereto have during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
party to a civil proceeding of a judicial or administrative body of a competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source of Funds or Other Consideration
See Item 4.
Item 4. Purpose of Transaction
Pursuant to an Underwriting Agreement dated October 21,1997 by
and among Axsys, Lehman Electric and NationsBanc Montgomery Securities, Inc.,
Furman Selz LLC and Oppenhiemer & Co., Inc. (the "Underwriting Agreement"),
Lehman Electric proposed to sell an aggregate of 463,741 shares of Common Stock
of Axsys (constituting all shares beneficially owned) as part of a public
offering of an aggregate of 1,064,809 shares of Common Stock of Axsys,
pursuant to the registration Statement on Form S-1 (No.333- 36027), to
NationsBanc Montgomery Securities, Inc., Furman Selz LLC and Oppenhiemer &
Co., Inc. (the "Underwriters").
Lehman Brothers received $25.38 per share for a total of $11,769,747.Lehman
Brothers agreed to reimburse Axsys for 30.3% of thecosts, fees and expenses
that it incurred in connection with the underwriting and that are described in
Section 4 of the Underwriting Agreement.
Item 5. Interest in Securities of the Issuer
(a) See Item 4.
(b) See Item 4.
(c) Lehman Brothers Inc. and other affiliates in the ordinary
course of business as broker dealers, may have purchased and sold shares of
Common Stock on behalf of their customers.
(d) Neither the Reporting Person or to the best knowledge of
the Reporting Person, Control Person or any of the persons listed in Appendix A
hereto know of any other person who has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock beneficially owned by the Reporting Person, other than
customers of Lehman Brothers over whose shares Lehman Brothers may have
investment discretion.
(e) This statement is being filed to report that as of October
27, 1997, the Reporting Person has ceased to be the beneficial owner of more
than 5% of the class of securities covered by this report.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Item 4.
Eliot M. Fried has been a director of Axsys since 1994. He is a
Managing Director of Lehman Brothers and a Vice President of Lehman Electric.
Item 7. Material to be Filed as Exhibits.
Form of Underwriting Agreement incorporated by reference as Exhibit
1.1 to Registration Statement File No. 333-36027.
<PAGE>
APPENDIX A
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME / TITLE BUSINESS ADDRESS
Michael L. Ainslie Lehman Brothers Holdings Inc.
Private Investor and former 3 World Financial Center
President and Chief Executive New York, New York 10285
Officer of Sotheby's Holdings
John F. Akers Lehman Brothers Holdings Inc.
Retired Chairman of 3 World Financial Center
International Business Machines New York, New York 10285
Corporation
Roger S. Berlind Lehman Brothers Holdings Inc.
Theatrical Producer 3 World Financial Center
New York, New York 10285
Thomas H. Cruikshank Lehman Brothers Holdings Inc.
Retired Chairman and Chief 3 World Financial Center
Executive Officer of Halliburton New York, New York 10285
Company
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive 3 World Financial Center
Officer of Lehman Brothers Holdings New York, NY 10285
Inc.
Henry Kaufman Lehman Brothers Holdings Inc.
President of Henry Kaufman & 3 World Financial Center
Company, Inc. New York, NY 10285
Hideichiro Kobayashi* Lehman Brothers Holdings Inc.
General Manager for the Americas 3 World Financial Center
Nippon Life Insurance Co. New York, NY 10285
John D. Macomber Lehman Brothers Holdings Inc.
Principal of JDM Investment Group 3 World Financial Center
New York, NY 10285
Dina Merrill Lehman Brothers Holdings Inc.
Actress and Director and Vice 3 World Financial Center
Chairman of RKO Pictures, Inc. New York, NY 10285
Masahiro Yamada* Lehman Brothers Holdings Inc.
Managing Director 3 World Financial Center
Nippon Life Insurance Company New York, NY 10285
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME / TITLE BUSINESS ADDRESS
Richard S. Fuld, Jr. Lehman Brothers Holdings Inc.
Chairman and Chief Executive Officer 3 World Financial Center
of Lehman Brothers Holdings Inc. New York, NY 10285
Jeremiah M. Callaghan Lehman Brothers Holdings Inc.
Chief of Operations and Technology 3 World Financial Center
New York, NY 10285
John L. Cecil
Chief Administrative Officer Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
Thomas A. Russo Lehman Brothers Holdings Inc.
Chief Legal Officer 3 World Financial Center
New York, NY 10285
Charles B. Hintz Lehman Brothers Holdings Inc.
Chief Financial Officer 3 World Financial Center
New York, NY 10285
LEHMAN ELECTRIC INC.
BOARD OF DIRECTORS
NAME BUSINESS ADDRESS
Eliot M. Fried Lehman Brothers Inc.
Director 3 World Financial Center
New York, NY 10285
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All above individuals are citizens of the United States except those individuals
with an * who are citizens of Japan.
