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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AXSYS Technologies, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
054615 10 9
(CUSIP Number)
Mr. John W. Gildea
115 East Putnam Avenue, Greenwich, Connecticut 06830
(203) 661-6945
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 Pages
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CUSIP No. 054615 10 9
1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
2 Check the Appropriate Box If a Member of a Group
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds
AF; PF
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 308,500
Shares --------------
Beneficially 8 Shared Voting Power
Owned By 0
Each --------------
Reporting 9 Sole Dispositive Power
Person 308,500
With --------------
10 Shared Dispositive Power
0
--------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
308,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ /
13 Percent of Class Represented By Amount in Row (11)
7.50%
14 Type of Reporting Person
IN
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with Network Fund III, Ltd. and
Network IV LLC.
Page 2 of 8 Pages
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CUSIP No. 054615 10 9
1 Name of Reporting Person(2)
S.S. or I.R.S. Identification No. of Above Person
Network Fund III, Ltd.
2 Check the Appropriate Box If a Member of a Group
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds
WC
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 251,500
Shares ---------------
Beneficially 8 Shared Voting Power
Owned By 0
Each ---------------
Reporting 9 Sole Dispositive Power
Person 251,500
With ---------------
10 Shared Dispositive Power
0
---------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
251,500
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ /
13 Percent of Class Represented By Amount in Row (11)
6.11%
14 Type of Reporting Person
CO
(2) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with John W. Gildea and
Network IV LLC.
Page 3 of 8 Pages
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CUSIP No. 054615 10 9
1 Name of Reporting Person(3)
S.S. or I.R.S. Identification No. of Above Person
Network IV LLC
2 Check the Appropriate Box If a Member of a Group
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds
WC
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) / /
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 32,000
Shares ---------------
Beneficially 8 Shared Voting Power
Owned By 0
Each ---------------
Reporting 9 Sole Dispositive Power
Person 32,000
With ---------------
10 Shared Dispositive Power
0
---------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
32,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ /
13 Percent of Class Represented By Amount in Row (11)
0.78%
14 Type of Reporting Person
CO
(3) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended, with Network Fund III, Ltd. and
John W. Gildea.
Page 4 of 8 Pages
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Item 1. Security and Issuer.
This Amendment No. 1 to the Schedule 13D dated December 12, 1997
(the "Schedule 13D") filed with the Securities and Exchange
Commission (the "SEC") on December 19, 1997 relates to the
beneficial ownership by John W. Gildea ("Gildea"), Network
Fund III, Ltd., a Cayman Islands exempt company ("Network Fund
III"), and Network IV LLC, a Cayman Islands exempt company
("Network IV") of Common Stock, par value $.01 per share (the
"Common Stock"), of AXSYS Technologies, Inc., a Delaware
corporation (the "Company"). The address of the principal
executive offices of the Company is 645 Madison Avenue,
New York, New York 10022.
Item 3. Source and Amount of Funds or Other Consideration.
Network Fund III acquired an additional 52,000 shares of Common
Stock in a series of three open market purchases between December
19 and December 31, 1997 for an aggregate of $967,250, all of
which funds were obtained from the working capital of Network
Fund III.
Network IV acquired an additional 12,000 shares of Common Stock
in two open market purchases of 6,000 shares on December 30 and
December 31, 1997 at $18.75 and $18.375, respectively, or an
aggregate of $222,750, all of which funds were obtained from the
working capital of Network IV.
O'Donnell acquired an additional 2,000 shares of Common Stock on
December 15, 1997 for an aggregate of $34,000, which funds were
obtained from O'Donnell's personal funds.
Item 5. Interest in Securities of the Issuer.
(a) (i) The 251,500 Network III Shares, the 32,000 Network IV
Shares and the 25,000 Gildea Shares beneficially owned by
Gildea collectively represent 7.50% of the 4,113,190
shares of Common Stock of the Company outstanding on the
date hereof, based upon information provided by the
Company and calculated in accordance with Rule 13d-3(d)(1)
under the Exchange Act.
(ii) The 3,500 O'Donnell Shares represent .09% of the 4,113,190
of Common Stock of the Company outstanding on the date
hereof, based upon information provided by the Company and
calculated in accordance with Rule 13d-3(d)(1) under the
Exchange Act.
(iii) The 251,500 Network III Shares represent 6.11% of the
4,113,190 shares of Common Stock of the Company
outstanding on the date hereof, based upon information
provided by the Company and calculated in accordance with
Rule 13d-3(d)(1) under the Exchange Act.
(iv) The 32,000 Network IV Shares represent .78% of the
4,113,190 shares of Common Stock of the Company
outstanding on the date hereof, based upon information as
provided by the Company and calculated in accordance with
Rule 13d-3(d)(1) under the Exchange Act.
(c) Except as set forth on Schedule II hereto and in this Schedule
13D none of Gildea, Network Fund III, O'Donnell, or, to the best
knowledge of such parties, any of the
Page 5 of 8 Pages
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persons named on Schedule I hereto, owns any shares of the
capital stock of the Company or has purchased or sold any shares
of the capital stock of the Company since December 12, 1997, the
date of the Schedule 13D.
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 6, 1998
/s/John W. Gildea
- ---------------------------------------------------
John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY,
Investment Advisor
By:/s/John W. Gildea
----------------------------------------
Name: John W. Gildea
Title: President
NETWORK IV LLC
By: GILDEA MANAGEMENT COMPANY,
Investment Advisor
By:/s/John W. Gildea
----------------------------------------
Name: John W. Gildea
Title: President
Page 7 of 8 Pages
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SCHEDULE II
Purchases of Common Stock of AXSYS Technologies, Inc. by Gildea,
Network Fund III and Network IV since December 12, 1997.
Network Fund III
----------------
Number Price Per
Date of Shares Share
---- --------- ---------
12/19/97 26,000 $18.625
12/30/97 14,000 18.75
12/31/97 12,000 18.375
Network IV
----------
Number Price Per
Date of Shares Share
---- --------- ---------
12/30/97 6,000 $18.75
12/31/97 6,000 18.375
Page 8 of 8 Pages
