<PAGE>
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Axsys Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
054615 10 9
- --------------------------------------------------------------------------------
(CUSIP Number)
Stephen W. Bershad
Axsys Technologies, Inc.
910 Sylvan Avenue, Suite 180
Englewood Cliffs, NJ 07632
(201) 871-1500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 20, 1998
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [_]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
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 disclosures 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>
<TABLE>
<CAPTION>
- ------------------------ -----------------------
CUSIP No. 054615 10 9 13D Page 2 of 7 Pages
------------- --- ---
- ------------------------ -----------------------
<C> <S>
- -------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen W. Bershad
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
1,259,691 (See Item 5)
SHARES ----------------------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0- (See Item 5)
OWNED BY ----------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH 9
1,259,691 (See Item 5)
REPORTING ----------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON WITH 10
-0- (See Item 5)
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,259,691 (See Item 5)
- -------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4 (See Item 5)
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------ -----------------------
CUSIP No. 054615 10 9 13D Page 3 of 7 Pages
------------- --- ---
- ------------------------ -----------------------
<C> <S>
- -------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SWB Holding Corporation
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
- -------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7
590,764 (See Item 5)
SHARES ----------------------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0- (See Item 5)
OWNED BY ----------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH 9
590,764 (See Item 5)
REPORTING ----------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
PERSON WITH 10
-0- (See Item 5)
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,764 (See Item 5)
- -------------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8 (See Item 5)
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
AMENDMENT NO. 3 TO SCHEDULE 13D
The Reporting Persons hereby amend and restate their Statement on Schedule
13D filed on May 17, 1994, as amended (the "Original Statement"), with respect
to the Common Stock, par value $.01 per share ("Common Stock"), of Axsys
Technologies, Inc. (formerly known as Vernitron Corporation), a Delaware
corporation (the "Company"), as set forth in this Amendment No. 3. The Cusip
Number of the Common Stock is 054615 10 9. Prior to the change in name of the
Company from Vernitron Corporation to Axsys Technologies, Inc. and a one-for-
five reverse stock split of the Common Stock, effective July 25, 1996, the Cusip
Number was 924359300.
Item 1. Security and Issuer.
- ------ -------------------
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Stock, par value $.01 per share of Axsys
Technologies, Inc., a Delaware corporation. The address of the principal
executive offices of the Company is 910 Sylvan Avenue, Englewood Cliffs, New
Jersey, 07632.
Item 2. Identity and Background.
- ------ -----------------------
This Statement is being filed by each of Stephen W. Bershad and SWB Holding
Corporation, a Delaware corporation ("Holding"). The business address of each of
Mr. Bershad and Holding is 910 Sylvan Avenue, Englewood Cliffs, New Jersey,
07632. All of the capital stock of Holding is owned by Mr. Bershad. Mr. Bershad
is Chairman and Chief Executive Officer of the Company and sole director,
President and Treasurer of Holding, which was formed by Mr. Bershad for the
purpose of owning Mr. Bershad's investment in the Company. Each of the Reporting
Persons is a United States citizen.
Neither of the Reporting Persons has during the last five years (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any), or (b) been a party to a civil proceeding of a judicial
or administrative body of 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 prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
- ------ -------------------------------------------------
The Reporting Persons have previously filed with the Securities and
Exchange Commission a Statement on Schedule 13G, dated February 13, 1992, as
amended, reporting beneficial ownership of an aggregate of 2,351,086 shares of
Common Stock (the "Shares"). The Shares were purchased from Mr. Bershad's
personal funds.
On May 7, 1994, the Board of Directors of the Company (the "Board of
Directors") approved a refinancing of the Company's senior secured indebtedness
and, in connection therewith, approved, subject to certain conditions, a rights
offering (the "Rights Offering"), pursuant to which holders of its Common Stock
would be offered the right to subscribe for and purchase shares of Common Stock
at $0.34 per share up to a number of shares having a maximum aggregate offering
price of $2,500,000, or 7,352,042 shares of Common Stock. On such date, at the
request of the Company, Mr. Bershad and the Company entered into an agreement
(the "Standby Purchase Agreement") pursuant to which Mr. Bershad agreed to
subscribe for and purchase his pro rata amount of the shares of Common Stock not
purchased by other holders, up to a maximum aggregate number of 3,676,471 shares
(the "Additional Shares"). The foregoing description of the Standby Purchase
Agreement is qualified in its entirety by reference to the terms of the Standby
Purchase Agreement, filed as Exhibit 1 to the Original Statement. On June 20,
1994, Mr. Bershad acquired beneficial ownership of an additional 3,334,072
shares of Common Stock pursuant to the Rights Offering, including 1,732,274
shares of Common Stock acquired directly by Holding pursuant to the Rights
Offering, for an aggregate purchase price of $1,133,585. The Additional Shares
were purchased from Mr. Bershad's personal funds.
On July 25, 1996, the Company effected a one-for-five reverse stock split
of the Common Stock.
On March 17, 1997, Mr. Bershad acquired beneficial ownership of an
additional 111,780 shares of Common Stock by tendering shares of Preferred Stock
of the Company beneficially owned by him to the Company pursuant to the
Company's exchange offer (the "Exchange Offer") made to holders of Preferred
Stock pursuant to an Offering Circular, dated February 13, 1997. Pursuant to the
Exchange Offer, the Company exchanged on March 17, 1997 newly issued shares of
Common Stock for outstanding shares of Preferred Stock at the rate of .75 shares
of Common Stock for each outstanding share of Preferred Stock.
Financing for the Merger Transaction (as defined in Item 4) is expected to
be supplied primarily by senior secured bank borrowings, with the balance, if
any, expected to be provided through a combination of debt and/or equity
securities. Stephen W. Bershad has had preliminary discussions with various
financing sources regarding the availability and possible terms of any such
borrowings and securities; however no definitive determination has been made, or
agreement entered into, with respect to the terms of the financing for the
Merger Transaction. In addition, as of the date of this Amendment No. 3 to
Schedule 13D, no Reporting Person has received any legally binding commitment to
finance the Merger Transaction.
Item 4. Purpose of Transaction.
- ------ ----------------------
The information set forth in response to Item 3 of this Statement is
incorporated herein by reference.
On November 20, 1998, Mr. Bershad made a proposal (the "Proposal") to the
Board of Directors to acquire all of the shares of Common Stock not currently
owned by the Reporting Persons (the "Public Shares"). The transaction (the
"Merger Transaction") would be structured as a cash merger in which each holder
of Public Shares would receive $15.00 per share, or an aggregate of
approximately $43.0 million, based on the number of Public Shares outstanding as
of December 31, 1997. Upon the completion of the Merger Transaction, the Common
Stock would cease to be quoted on the Nasdaq National Market and would be
deregistered under the Securities Exchange Act of 1934, as amended. The letter
from Mr. Bershad to the Board of Directors, dated November 20, 1998, containing
the Proposal is attached hereto as Exhibit 3.
Page 4 of 7
<PAGE>
The Proposal is subject to customary terms and conditions, including (i)
execution and delivery of a definitive agreement with the Company with respect
to the Merger Transaction, (ii) approval of the Merger Transaction by a special
committee of the Company's Board of Directors (the "Special Committee"), the
Company's Board of Directors and its shareholders, (iii) receipt of satisfactory
financing for the Merger Transaction, (iv) receipt of a fairness opinion from
the financial advisor to the Special Committee that indicates that the Merger
Transaction is fair from a financial point of view to the holders of Public
Shares and (v) the expiration of any applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976. The Company has agreed to
reimburse Mr. Bershad for his expenses incurred in pursuing the Proposal. A
copy of the agreement relating to such expense reimbursement is attached hereto
as Exhibit 4. Mr. Bershad has reserved the right to amend or withdraw the
Proposal at any time in his discretion. A copy of the press release issued by
the Company on November 20, 1998 relating to the Proposal is attached hereto as
Exhibit 5.
Except as set forth herein, neither of the Reporting Persons has any plan
or proposal which relates to or would result in any of the transactions set
forth in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
- ------ ------------------------------------
The Reporting Persons may be deemed a group within the meaning of Rule
13d-5 under the Exchange Act and, therefore, each Reporting Person may be deemed
to be the beneficial owner, within the meaning of Rule 13d-3 under the Exchange
Act, of all of the shares of Common Stock beneficially owned by each member of
such group, or an aggregate of 1,259,691 shares of Common Stock (the "Shares"),
representing (based on the 4,001,188 shares of Common Stock which were issued
and outstanding on October 6, 1998 and the portion of options to purchase shares
of Common Stock held by any of the Reporting Persons which were then exercisable
or become exercisable within 60 days after the date hereof (consisting of a
total of 10,880 shares)) approximately 31.4% of the total of the outstanding
shares of Common Stock and such portion of such options. The Shares consist of:
(i) 590,764 shares of Common Stock owned directly by Holding; (ii) 658,047
shares of Common Stock owned directly by Mr. Bershad and (iii) 10,880 shares
subject to options granted under the Company's Long-Term Stock Incentive Plan to
Mr. Bershad which are currently exercisable or become exercisable within 60 days
after the date hereof. Mr. Bershad may be deemed to beneficially own the shares
held by Holding specified in (i) above by virtue of his ownership of 100% of the
common stock of Holding. Attached hereto as Exhibits 6, 7, 8 and 9 are Incentive
Stock Option Agreements covering the options to purchase Common Stock granted to
Mr. Bershad under the Company's Long-Term Stock Incentive Plan.
Except as described in this Statement, none of the Reporting Persons has
engaged in any transaction in shares of Common Stock in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Except as described in this Statement or in the Exhibits to this
Statement, none of the Reporting Persons is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any securities of the company.
Item 7. Material To Be Filed as Exhibits.
- ------ --------------------------------
The following documents are included in this Statement as Exhibits hereto:
3. Letter, dated November 20, 1998, from Stephen W. Bershad to the
Company.
4. Expense Reimbursement Agreement, dated November 24, 1998, between
Stephen W. Bershad and the Company.
5. Press release issued by the Company, dated November 20, 1998.
6. Incentive Stock Option Agreement, dated as of October 19, 1994,
between Stephen W. Bershad and the Company.
7. Long-Term Stock Incentive Plan Committee Resolution, dated February
11, 1996, amending Incentive Stock Option Agreement, dated as of
September 30, 1991, between Stephen W. Bershad and the Company.
8. Incentive Stock Option Agreement, dated as of February 12, 1997,
between Stephen W. Bershad and the Company.
Page 5 of 7
<PAGE>
9. Incentive Stock Option Agreement, dated as of February 27, 1998,
between Stephen W. Bershad and the Company.
10. Joint Filing Agreement, dated November 20, 1998, between Stephen W.
Bershad and SWB Holding Corporation.
Page 6 of 7
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: November 24, 1998
________________________________________
Stephen W. Bershad
SWB Holding Corporation
By: ___________________________________
Stephen W. Bershad
President
Page 7 of 7
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit Description Page No.
------- ----------- --------
<C> <S> <C>
3. Letter, dated November 20, 1998, from Stephen W. Bershad to the Company.
4. Expense Reimbursement Agreement, dated November 24, 1998, between Stephen W.
Bershad and the Company.
5. Press release issued by the Company, dated November 20, 1998.
6. Incentive Stock Option Agreement, dated as of October 19, 1994, between Stephen
W. Bershad and the Company.
7. Long-Term Stock Incentive Plan Committee Resolution, dated February 11, 1996,
amending Incentive Stock Option Agreement, dated as of September 30, 1991,
between Stephen W. Bershad and the Company.
8. Incentive Stock Option Agreement, dated as of February 12, 1997, between Stephen
W. Bershad and the Company.
9. Incentive Stock Option Agreement, dated as of February 27, 1998, between Stephen
W. Bershad and the Company.
10. Joint Filing Agreement, dated November 23, 1998, between Stephen W. Bershad and
SWB Holding Corporation.
</TABLE>
<PAGE>
EXHIBIT 3
STEPHEN W. BERSHAD
910 Sylvan Avenue
ENGLEWOOD CLIFFS, NEW JERSEY 07632
November 20, 1998
Board of Directors of Axsys Technologies, Inc.
Gentlemen:
I am pleased to submit a proposal to acquire all of the outstanding shares of
Common Stock of Axsys Technologies, Inc. (the "Company") that I do not currently
directly or indirectly own (the "Public Shares"). The transaction would be
structured as a cash merger in which each holder of Public Shares would receive
$15.00 per share, or an aggregate of approximately $43.0 million, based on the
number of Public Shares outstanding as of December 31, 1997. Upon the
completion of the transaction, the Common Stock would cease to be quoted on the
Nasdaq National Market and would be deregistered under the Securities Exchange
Act of 1934, as amended.
As you are aware, I have been a substantial shareholder in the Company since
1986 and currently hold, directly or indirectly, an aggregate of 1,248,811
shares, representing approximately 31% of the outstanding shares of Common
Stock. I remain firmly committed to the Company's long-term strategy to become
an increasingly focused precision measurement and positioning company. However,
I believe that factors affecting the trading market for the Common Stock, such
as the Company's limited float and resulting absence of a substantial trading
market, as well as market conditions affecting small capitalization stocks
generally, have prevented holders of Public Shares from recognizing adequate
value for the Public Shares.
The proposed transaction would offer what I believe is an attractive, and fair,
opportunity for holders of Public Shares to realize cash value for their
investment in the Company at a substantial premium over the recent trading
prices of the Public Shares. The per share price of $15.00 represents a premium
of 38% over the closing market price on Friday, November 20, 1998 of $10-7/8 per
share.
Consummation of the acquisition would be subject to customary terms and
conditions, including (i) execution and delivery of a definitive agreement with
the Company with respect to the transaction, (ii) approval of the transaction by
a special committee of the Company's Board of Directors (the "Special
Committee"), the Company's Board of Directors and its shareholders, (iii)
receipt of satisfactory financing for the transaction, (iv) receipt of a
fairness opinion from the financial advisor to the Special Committee that
indicates that the proposed transaction is fair from a financial point of view
to the holders
<PAGE>
November 12, 1998
- - Page 2 -
of Public Shares and (v) the expiration of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. I am confident, based
on conversations with financing sources familiar with the Company and the
proposed transaction, that financing for the transaction will be available on
satisfactory terms.
My willingness to proceed with the negotiation of the proposed transaction is
conditioned upon reaching an agreement with the Company for the reimbursement of
transaction expenses.
I look forward to working with you and the advisors to the Special Committee to
complete this transaction and hope you will give this proposal your prompt
attention. I reserve the right to amend or withdraw this proposal at any time
in my discretion.
Sincerely,
/s/ Stephen W. Bershad
<PAGE>
EXHIBIT 4
EXPENSE REIMBURSEMENT AGREEMENT
THIS EXPENSE REIMBURSEMENT AGREEMENT, dated as of November 24, 1998
(this "Agreement"), by and between Axsys Technologies, Inc. (the "Company") and
Stephen W. Bershad.
WHEREAS, the Board of Directors of the Company (the "Board") has received a
proposal (the "Proposal") from Mr. Bershad, the Chairman and Chief Executive
Officer of the Company and the beneficial owner of approximately 31% of the
outstanding shares of Common Stock of the Company, for the acquisition by Mr.
Bershad, or an entity controlled by him, of all of the outstanding shares of
Common Stock of the Company not beneficially owned by him for $15.00 per share
payable in cash; and
WHEREAS, Mr. Bershad has indicated that his willingness to proceed with the
transactions contemplated by the Proposal is conditioned upon the agreement of
the Company to reimburse Mr. Bershad for all costs and expenses, including
reasonable legal fees and expenses, incurred by him in proceeding with the
Proposal.
WHEREAS, the Board believes that it is in the interests of the Company and
its shareholders for Mr. Bershad to proceed with the Proposal; and
WHEREAS, the Board in its entirety and, in addition, the members of the
Board constituting the Special Committee for purposes of reviewing the Proposal,
has authorized and empowered the officers of the Company to cause the Company to
enter into this agreement with Mr. Bershad providing for the payment or
reimbursement of all costs and expenses as provided herein:
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows.
The Company hereby agrees to pay, or reimburse Mr. Bershad for the
payment of, all costs and expenses, including reasonable legal fees and
expenses, incurred by or on behalf of Mr. Bershad in connection with the
Proposal and the transactions contemplated thereby; provided that in no event
shall the Company be obligated to pay an aggregate amount in excess of $300,000
hereunder. The payments to be made or reimbursed hereunder shall be made
promptly by the Company upon receipt by the Company of evidence of the
incurrence of such expenses, such evidence to be reasonably satisfactory to the
Company.
This Agreement and the obligations of the parties hereunder shall
terminate on the earlier of (i) the date Mr. Bershad advises the Company in
writing of the abandonment of the transactions contemplated by the Proposal
(subject to the Company's obligation to pay any and all expenses provided for
hereunder and incurred by or on behalf of Mr. Bershad in connection with the
Proposal up to and including the date of such abandonment) and (ii) the
execution of a definitive agreement relating to the transactions contemplated by
the Proposal.
This Agreement may be executed in any number of counterparts and all
of such counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Expense
Reimbursement Agreement to be duly executed and delivered as of the 24th day of
November, 1998
/s/ Stephen W. Bershad
_________________________________________
Stephen W. Bershad
AXSYS TECHNOLOGIES, INC.
By: /s/ David L. Concannon
____________________________________
David L. Concannon
Vice President
<PAGE>
EXHIBIT 5
FOR IMMEDIATE RELEASE Contact: David L. Concannon
General Counsel
Axsys Technologies, Inc.
201/871-7756
[email protected]
-------------
www.axsys.com
-------------
AXSYS TECHNOLOGIES RECEIVES ACQUISITION PROPOSAL
Englewood Cliffs, NJ, November 20, 1998 -- Axsys Technologies, Inc. (Nasdaq:
AXYS) today announced that its Board of Directors has formed a Special
Committee, consisting of Anthony J. Fiorelli, Jr. and Eliot M. Fried, to
evaluate a proposal it has received from Stephen W. Bershad, the Chairman and
Chief Executive Officer of the Company and the beneficial owner of approximately
31% of the outstanding shares of Common Stock of the Company, for the
acquisition by Mr. Bershad, or an entity to be formed by him, of all of the
outstanding shares of Common Stock of the Company for $15.00 per share payable
in cash. The proposal represents an approximate 38% premium over Friday's
closing stock price of $10-7/8.
The Special Committee will retain independent investment banking advisers and
legal counsel to advise it on the fairness of the offer to the shareholders of
the Company other than Mr. Bershad and an entity controlled by Mr. Bershad.
The proposal is subject to, among other things, (1) the execution and delivery
of a definitive acquisition agreement, (2) receipt of a fairness opinion from
the financial adviser to the Special Committee of the Board, (3) receipt of
satisfactory financing for the transaction, (4) approval of the proposed
transaction by the Special Committee of the Board, the full Board of Directors
and the Company's Stockholders (5) the expiration of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
There can be no assurance that a definitive acquisition agreement will be
executed and delivered or that the proposed transaction will be consummated.
Axsys Technologies, Inc. supplies micro-positioning and precision optical
products for a variety of markets, including defense, space, digital imaging and
electronics capital equipment. The company also produces interconnect devices
and distributes precision ball bearings for industrial, consumer and other
commercial applications. For more information, contact Axsys Technologies, Inc.,
910 Sylvan Avenue, Suite 180, Englewood Cliffs, NJ 07632. (201) 871-1500, FAX
(201) 871-7750; web: www.axsys.com
-------------
<PAGE>
EXHIBIT 6
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
AGREEMENT, dated as of October 19, 1994, by and between Vernitron
Corporation, a Delaware corporation (the "Company"), and Stephen W. Bershad, an
employee of the Company ("Optionee").
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $0.01 par value Common Stock (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Vernitron Corporation
Long-Term Stock Incentive Plan (the "Plan"); and
WHEREAS, the Stock Incentive Plan Committee of the Company's Board of
Directors (the "Committee"), appointed to administer the Plan, has determined
that it would be in the best interests of the Company and its shareholders to
grant the Option provided for herein to the Optionee as an incentive for
increased efforts during his employment with the Company, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS;PLAN
----------------
Section 1.1 - Definitions
- ----------- -----------
Unless otherwise defined herein, capitalized terms used herein shall
have their respective meanings specified in the Plan. As used herein, "Cause"
means engaging in conduct which is intended in fact to be injurious to the
Company or any Subsidiary, monetarily or otherwise, the commission of a felony,
or extended absenteeism by Optionee other than for illness, permitted vacation,
authorized leaves of absence or Disability.
Section 1.2 - Plan
- ----------- ----
The terms of the Plan are hereby incorporated by reference and made a
part of this Agreement.
ARTICLE II
GRANT OF OPTION
---------------
Section 2.1 - Grant of Option
- ----------- ---------------
Pursuant to the provisions of the Plan, for good and valuable
consideration, on the date hereof the Company hereby irrevocably grants to the
Optionee the option to purchase any part or all of
<PAGE>
an aggregate of the number of shares set forth on the signature page hereof of
Common Stock upon the terms and subject to the conditions set forth in this
Agreement and the Plan (the "Option"). The Option is intended by the parties
hereto to be an Incentive Stock Option.
Section 2.2 - Purchase Price
- ----------- --------------
The purchase price of the shares of Common Stock covered by the
Option shall be $0.83 per share, without commission or other charge.
Section 2.3 - Consideration to Company
- ----------- ------------------------
In consideration of the granting of this Option by the Company,
the Optionee agrees to render faithful and efficient services to the Company.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without Cause.
ARTICLE III
PERIOD OF EXERCISABILITY
------------------------
Section 3.1 - Commencement of Exercisability
- ----------- ------------------------------
Subject to Section 3.2 hereof and the Plan, the Option shall be
and become exercisable as set forth on the signature page hereof
Section 3.2 - Expiration of Option
- ----------- --------------------
The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) October 18, 1999
(b) In the event that Optionee ceases to be employed by the
Company or any Subsidiary, any outstanding Option held by Optionee shall
terminate as follows:
(1) If the Optionee's termination of employment is due to his
death or Disability, the Option (to the extent exercisable at the time of the
Optionee's termination of employment) shall be exercisable for a period of one
(1) year following such termination of employment, and shall thereafter
terminate;
(2) If the Optionee's termination of employment is by the
Company or a Subsidiary for Cause, the Option shall terminate on the date of the
Optionee's termination of employment;
-2-
<PAGE>
(3) (x) If the Optionee's termination of employment is by the
Company or any Subsidiary for any other reason (including an Optionee's ceasing
to be employed by a Subsidiary as a result of the sale of such Subsidiary or an
interest in such Subsidiary), the Option (to the extent exercisable at the time
of the Optionee's termination of employment) shall be exercisable for a period
of ninety (90) days following such termination of employment, and shall
thereafter terminate; and
(y) If the Optionee's termination of employment is by the
Optionee (other than as set forth in paragraph (1) above), the Option (to the
extent exercisable at the time of the Optionee's termination of employment)
shall be exercisable for a period of ten (10) days following such termination of
employment and shall thereafter terminate; and
(4) If the Optionee's employment terminates due to Disability
(as described in paragraph (1) above) or under circumstances described in
paragraph (3) above, and the Optionee dies prior to the permissible period of
exercise for any outstanding Option then held by the Optionee, the Option (to
the extent exercisable at the time of the Optionee's death) shall be exercisable
for a period of one (1) year following the Optionee's termination of employment,
and shall thereafter terminate.
Section 3.3 - Tax Treatment
- ----------- -------------
The Optionee acknowledges that, to obtain the tax benefits
associated with incentive stock options, the Optionee must make no disposition
of the shares acquired upon exercise of the Option within two (2) years from the
date the Option was granted or within one (1) year from the date such shares are
transferred to the Optionee.
ARTICLE IV
EXERCISE OF OPTION
------------------
Section 4.1 - Person Eligible to Exercise
- ----------- ---------------------------
During the lifetime of the Optionee, only he may exercise the
Option or any portion thereof. After the death of the Optionee, any exercisable
portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.2, be exercised by his personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
Section 4.2 - Partial Exercise
- ----------- ----------------
Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.2; provided, however, that each partial exercise shall be for whole
shares only.
-3-
<PAGE>
Section 4.3 - Manner of Exercise
- ----------- ------------------
The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary of the Company (the "Secretary") of all of
the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other
person then entitled to exercise the Option or portion, stating that the Option
or portion is thereby exercised upon delivery of such notice;
(b) (i) Full payment for the shares in cash with respect to
which such Option or portion is exercised; or
(ii) With the consent of the Comrnittee, shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to the
Company with a Fair Market Value on the date of delivery equal to the aggregate
purchase price of the shares with respect to which such Option or portion is
exercised; or
(iii) Any combination of the consideration provided in the
foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee
or other person then entitled to exercise such Option or portion, stating that
the shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations thereunder. Share
certificates evidencing stock issued on exercise of this Option shall bear an
appropriate legend referring to the provisions of this subsection (c) and the
agreement referred to in the first sentence of this subsection (c); provided,
however, that such legend shall not be required if the shares to be issued
pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares; and
(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option.
Section 4.4 - Conditions to Issuance of Stock Certificates
- ----------- --------------------------------------------
The shares of stock deliverable upon the exercise of the Option,
or any portion thereof, may be either previously authorized but unissued shares
or issued shares which have then been reacquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereofprior to fulfillment of all
of the following conditions:
-4-
<PAGE>
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed; and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable.
ARTICLE V
MISCELLANEOUS
-------------
Section 5.1 - Administration
- ----------- --------------
The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Optionee, the Company
and all other interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Option.
Section 5.2 - Option Not Transferable
- ----------- -----------------------
Neither the Option nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
Section 5.3 - Shares to Be Reserved
- ----------- ---------------------
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
-5-
<PAGE>
Section 5.4 - Notices
- ----------- -------
Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall
have been deemed duly given upon receipt, if personally delivered, or on the
fifth business day after the day when enclosed in a properly sealed envelope
addressed as aforesaid, deposited (with postage prepaid) in a post office
regularly maintained by the United States Postal Service.
Section 5.5 - Titles
- ----------- ------
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Notification of Disposition
- ----------- ---------------------------
The Optionee shall within ten days give notice to the Company of
any disposition or other transfer of any shares of stock acquired under this
Agreement if such disposition or transfer is made (a) within two (2) years from
the date of granting the Option with respect to such shares or (b) within one
(1) year after the transfer of such shares to him, and deliver to the Company
any amount of federal, state or local income tax withholding required by law.
Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other
consideration, by the Optionee in such disposition or other transfer.
Section 5.7 - Amendment
- ----------- ---------
Whether or not any amendment hereof would constitute a
modification under Section 425(h)(3) of the Code, this Option Agreement may be
amended only by a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
Section 5.9 - Governing Law
- ----------- -------------
The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.
-6-
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
/s/ Stephen W. Bershad
--------------------------
Stephen W. Bershad
VERNITRON CORPORATION
By: /s/ Stephen W. Bershad
----------------------
Stephen W. Bershad
Stephen W. Bershad
- -------------------
Optionee
16 Brownell Howland Road. Santa Fe, NM 87501
- --------------------------------------------
Address
Optionee's Taxpayer
Identification Number:
###-##-####
- ------------
Number of Shares Subject to Option: 21,000
------
Number of Shares Date
---------------- ----
Exercisability: Up to 8,400 shares Any time after October 18, 1995
and prior to expiration
Up to an additional 6,300 Any time after October 18, 1996
shares and prior to expiration
Up to an additional 6,300 Any time after October 18, 1997
shares and prior to expiration
-7-
<PAGE>
EXHIBIT 7
ACTION BY WRITTEN CONSENT OF THE
LONG-TERM STOCK INCENTIVE PLAN COMMITTEE
The undersigned, constituting the sole member of the Long-Term Stock
Incentive Plan Committee (the "Committee") of the Board of Directors of Axsys
Technologies, Inc. a Delaware corporation (the "Company"), does hereby consent
to the adoption of the resolutions hereinbelow set forth.
WHEREAS, an option (the "Option") to acquire 8,400 shares (the "Option
Shares") of common stock of the Company was granted by the Committee as of
September 30, 1991, to Stephen W. Bershad (the "Optionee") at an exercise price
of $4.15 per share and having an original term ending on September 29, 1996
WHEREAS, it was the intention of the Committee and the Company prior to
September 29, 1996 that the Option continue for a term longer than five years;
and
WHEREAS, under the terms of the Company's Long-Term Stock Incentive Plan
(the "Plan"), the Committee has the power to exercise such powers and to perform
such acts as it deems necessary and advisable to promote the best interests of
the Company with respect to the Plan.
BE IT RESOLVED, that (i) the Committee hereby gives effect to its intention
to extend the term of the Option until September 29, 2001, (ii) the Option be
exercisable as to 40% of the Option Shares at any time after September 29, 1997,
as to an additional 30% of the Option Shares at any time after September 29,
1998 and as to an additional 30% of the Option Shares at any time after
September 29, 1999, and (iii) all other terms and conditions of the Option shall
remain in full force and effect without modification.
WHEREAS, the Committee believes it is in the best interests of the Company
to grant to each employee and director of the Company listed on Annex A hereto
(collectively, the "Grantees") an Incentive Stock Option under the Plan (a "New
Option") to acquire the number of shares of Common Stock of the Company set
forth opposite each such Grantee's name on Annex A hereto; and
WHEREAS the closing bid price per share of Common Stock on February 11,
1997, as reported on the NASDAQ National Market, was $15 per share (the "Closing
Per Share Price").
<PAGE>
BE IT RESOLVED, that the Committee hereby grants to each Grantee a New
Option, to acquire the number of shares of Common Stock set forth opposite his
name on Annex A hereto, on substantially the terms set forth in the form of
option agreement previously authorized under the Plan, having an exercise price
per share equal to the Closing Per Share Price and a term of ten years; provided
that the New Option granted to Mr. Bershad shall have a term of five years and
an exercise price equal to 110% of the Closing Per Share Price; and provided
further that the New Options granted to Messrs. Fiorelli and Fried shall vest
immediately.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of the
11th day of February, 1997.
/s/ Anthony J. Fiorelli, Jr.
____________________________
Anthony J. Fiorelli, Jr.
<PAGE>
EXHIBIT 8
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
AGREEMENT, dated as of February 12, 1997, by and between Axsys
Technologies, Inc., a Delaware corporation (the "Company"), and Stephen W.
Bershad, an employee of the Company ("Optionee").
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $0.01 par value Common Stock (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Axsys Technologies, Inc.
Long-Term Stock Incentive Plan (the "Plan"); and
WHEREAS, the Stock Incentive Plan Committee of the Company's Board of
Directors (the "Committee"), appointed to administer the Plan, has determined
that it would be in the best interests of the Company and its shareholders to
grant the Option provided for herein to the Optionee as an incentive for
increased efforts during his employment with the Company, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS; PLAN
-----------------
Section 1.1 - Definitions
- ----------- -----------
Unless otherwise defined herein, capitalized terms used herein shall
have their respective meanings specified in the Plan. As used herein, "Cause"
means engaging in conduct which is intended in fact to be injurious to the
Company or any Subsidiary, monetarily or otherwise, the commission of a felony,
or extended absenteeism by Optionee other than for illness, permitted vacation,
authorized leaves of absence or Disability.
Section 1.2 - Plan
- ----------- ----
The terms of the Plan are hereby incorporated by reference and made a
part of this Agreement.
ARTICLE II
GRANT OF OPTION
---------------
Section 2.1 - Grant of Option
- ----------- ---------------
Pursuant to the provisions of the Plan, for good and valuable
consideration, on the date hereof the Company hereby irrevocably grants to the
Optionee the option to purchase any part or all of
<PAGE>
an aggregate of the number of shares set forth on the signature page hereof of
Common Stock upon the terrns and subject to the conditions set forth in this
Agreement and the Plan (the "Option"). The Option is intended by the parties
hereto to be an Incentive Stock Option.
Section 2.2 - Purchase Price
- ----------- --------------
The purchase price of the shares of Common Stock covered by the Option
shall be $16.50 per share, without commission or other charge.
Section 2.3 - Consideration to Company
- ----------- ------------------------
In consideration of the granting of this Option by the Company, the
Optionee agrees to render faithful and efficient services to the Company.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without Cause.
ARTICLE III
PERIOD OF EXERCISABILITY
------------------------
Section 3.1 - Commencement of Exercisability
- ----------- ------------------------------
Subject to Section 3.2 hereof and the Plan, the Option shall be and
become exercisable as set forth on the signature page hereof.
Section 3.2 - Expiration of Option
- ----------- --------------------
The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) February 12, 2002
(b) In the event that Optionee ceases to be employed by the
Company or any Subsidiary, any outstanding Option held by Optionee shall
terminate as follows:
(1) If the Optionee's termination of employment is due to his death
or Disability, the Option (to the extent exercisable at the time of the
Optionee's termination of employment) shall be exercisable for a period of one
(1) year following such termination of employment, and shall thereafter
terminate;
(2) If the Optionee's termination of employment is by the Company
or a Subsidiary for Cause, the Option shall terminate on the date of the
Optionee's termination of employment:
-2 -
<PAGE>
(3) (x) If the Optionee's termination of employment is by the
Company or any Subsidiary for any other reason (including an Optionee's ceasing
to be employed by a Subsidiary as a result of the sale of such Subsidiary or an
interest in such Subsidiary), the Option (to the extent exercisable at the time
of the Optionee's termination of employment) shall be exercisable for a period
of ninety (90) days following such termination of employment, and shall
thereafter terminate; and
(y) If the Optionee's termination of employment is by the
Optionee (other than as set forth in paragraph (1) above), the Option (to the
extent exercisable at the time of the Optionee's termination of employment)
shall be exercisable for a period of ten (10) days following such termination of
employment and shall thereafter terminate; and
(4) If the Optionee's employment terminates due to Disability (as
described in paragraph (1) above) or under circumstances described in paragraph
(3) above, and the Optionee dies prior to the permissible period of exercise for
any outstanding Option then held by the Optionee, the Option (to the extent
exercisable at the time of the Optionee's death) shall be exercisable for a
period of one (1) year following the Optionee's termination of employment, and
shall thereafter terminate.
Section 3.3 - Tax Treatment
- ----------- -------------
The Optionee acknowledges that, to obtain the tax benefits
associated with incentive stock options, the Optionee must make no disposition
of the shares acquired upon exercise of the Option within two (2) years from the
date the Option was granted or within one (1) year from the date such shares are
transferred to the Optionee.
ARTICLE IV
EXERCISE OF OPTION
------------------
Section 4.1 - Person Eligible to Exercise
- ----------- ---------------------------
During the lifetime of the Optionee, only he may exercise the
Option or any portion thereof. After the death of the Optionee, any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.2, be exercised by his personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
Section 4.2 - Partial Exercise
- ----------- ----------------
Any exercisable portion of the Option or the entire Option, if then
wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Option or portion thereof becomes unexercisable under Section
3.2; provided, however, that each partial exercise shall be for whole shares
only.
-3-
<PAGE>
Section 4.3 - Manner of Exercise
- ----------- ------------------
The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary of the Company (the "Secretary") of all of
the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person
then entitled to exercise the Option or portion, stating that the Option or
portion is thereby exercised upon delivery of such notice;
(b) (i) Full payment for the shares in cash with respect to which
such Option or portion is exercised; or
(ii) With the consent of the Committee, shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to the
Company with a Fair Market Value on the date of delivery equal to the aggregate
purchase price of the shares with respect to which such Option or portion is
exercised; or
(iii) Any combination of the consideration provided in the
foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee or
other person then entitled to exercise such Option or portion, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations thereunder. Share
certificates evidencing stock issued on exercise of this Option shall bear an
appropriate legend referring to the provisions of this subsection (c) and the
agreement referred to in the first sentence of this subsection (c); provided,
however, that such legend shall not be required if the shares to be issued
pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares; and
(d) In the event the Option or portion shall be exercised pursuant
to Section 4.1 by any person or persons other than the Optionee, appropriate
proof of the right of such person or persons to exercise the Option.
Section 4.4 - Conditions to Issuance of Stock Certificates
- ----------- --------------------------------------------
The shares of stock deliverable upon the exercise of the Option,
or any portion thereof, may be either previously authorized but unissued shares
or issued shares which have then been reacquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
-4-
<PAGE>
(a) The admission of such shares to listing on all stock exchanges on which
such class of stock is then listed; and
(b) The completion of any registration or other qualification of such
shares under any state or federal law or under rulings or regulations of the
Securities and Exchange Commission or of any other governmental regulatory body,
which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion determine to be necessary or advisable.
ARTICLE V
MISCELLANEOUS
-------------
Section 5.1 - Administration
- ----------- --------------
The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Optionee, the Company
and all other interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Option.
Section 5.2 - Option Not Transferable
- ----------- -----------------------
Neither the Option nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
Section 5.3 - Shares to Be Reserved
- ----------- ---------------------
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
-5-
<PAGE>
Section 5.4 - Notices
- ----------- -------
Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall
have been deemed duly given upon receipt, if personally delivered, or on the
fifth business day after the day when enclosed in a properly sealed envelope
addressed as aforesaid, deposited (with postage prepaid) in a post office
regularly maintained by the United States Postal Service.
Section 5.5 - Titles
- ----------- ------
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Notification of Disposition
- ----------- ---------------------------
The Optionee shall within ten days give notice to the Company of
any disposition or other transfer of any shares of stock acquired under this
Agreement if such disposition or transfer is made (a) within two (2) years from
the date of granting the Option with respect to such shares or (b) within one
(1) year after the transfer of such shares to him, and deliver to the Company
any amount of federal, state or local income tax withholding required by law.
Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other
consideration, by the Optionee in such disposition or other transfer.
Section 5.7 - Amendment
- ----------- ---------
Whether or not any amendment hereof would constitute a
modification under Section 425(h)(3) of the Code, this Option Agreement may be
amended only by a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
Section 5.9 - Governing Law
- ----------- -------------
The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.
-6-
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto.
/s/ Stephen W. Bershad
______________________________
STEPHEN W. BERSHAD
AXSYS TECHNOLOGIES, INC.
By: /s/ Elliot N. Konopko
___________________________
Stephen W. Bershad
- ------------------
Optionee
16 Brownell Howland Road, Santa Fe, NM 87501
- --------------------------------------------
Address
Optionee's Taxpayer
Identification Number:
###-##-####
- ---------------------------
Number of Shares Subject to Option: 2.000
-----
Number of Shares Date
---------------- ----
Exercisability: Up to 800 shares Any time after February 11, 1998
and prior to expiration
Up to an additional 600 Any time after February 11, 1999
shares and prior to expiration
Up to an additional 600 Any time after February 11, 2000
shares and prior to expiration
-7-
<PAGE>
EXHIBIT 9
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
AGREEMENT, dated as of February 27, 1998, by and between Axsys
Technologies, Inc., a Delaware corporation (the "Company"), and Stephen W.
Bershad, an employee of the Company ("Optionee").
WHEREAS, the Company wishes to afford the Optionee the opportunity to
purchase shares of its $0.01 par value Common Stock (the "Common Stock"); and
WHEREAS, the Company wishes to carry out the Axsys Technologies, Inc.
Long-Term Stock Incentive Plan (the "Plan"); and
WHEREAS, the Stock Incentive Plan Committee of the Company's Board of
Directors (the "Committee"), appointed to administer the Plan, has determined
that it would be in the best interests of the Company and its shareholders to
grant the Option provided for herein to the Optionee as an incentive for
increased efforts during his employment with the Company, and has advised the
Company thereof and instructed the undersigned officers to issue said Option;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS; PLAN
-----------------
Section 1.1 - Definitions
- ----------- -----------
Unless otherwise defined herein, capitalized terms used herein
shall have their respective meanings specified in the Plan.
Section 1.2 - Plan
- ----------- ----
The terms of the Plan are hereby incorporated by reference and made
a part of this Agreement.
ARTICLE II
GRANT OF OPTION
---------------
Section 2.1 - Grant of Option
- ----------- ---------------
Pursuant to the provisions of the Plan, for good and valuable
consideration, on the date hereof the Company hereby irrevocably grants to the
Optionee the option to purchase any part or all of an aggregate of the number of
shares set forth on the signature page hereof of Common Stock upon the terms and
subject to the conditions set forth in this Agreement and the Plan (the
"Option"). The Option is intended by the parties hereto to be an Incentive Stock
Option.
<PAGE>
Section 2.2 - Purchase Price
- ----------- --------------
The purchase price of the shares of Common Stock covered by the
Option shall be $28.256 per share, without commission or other charge.
Section 2.3 - Consideration to Company
- ----------- ------------------------
In consideration of the granting of this Option by the Company,
the Optionee agrees to render faithful and efficient services to the Company.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any
right to continue in the employ of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without Cause.
ARTICLE III
PERIOD OF EXERCISABLITY
------------------------
Section 3.1 - Vesting and Excercisability
- ----------- --------------------------
Subject to Section 3.2 hereof and the Plan, the Option shall vest
in accordance with the number of shares delineated in the "Exercisability" table
on the signature page hereof, and shall be and become exercisable as set forth
in such table. All such vesting and exercisability limitations shall be waived,
however, in the event of a "Change in Control". A "Change in Control" shall mean
the consummation of any of the following events: (a) any merger or consolidation
of the Company with or into another corporation other than a merger or
consolidation in which (i) the Company is the surviving corporation and which
does not result in any capital reorganization or reclassification or other
change of the then outstanding shares of the Company's stock; or (ii) the
Company shareholders own immediately after such merger or consolidation at least
50% of the combined voting power of the surviving corporation, and in either
case, in which a majority of the board of directors of the surviving corporation
consists of individuals who were members of the Company's Board of Directors
immediately prior to such merger or consolidation, or (b) the liquidation or
dissolution of the Company, or (c) the sale to a third party of all or
substantially all of the assets of the Company pursuant to a plan of liquidation
or otherwise, or (d) the acquisition by a third party of more than fifty percent
(50%) of the then outstanding voting shares of the Company.
Section 3.2 - Expiration of Option
- ----------- --------------------
The Option may not be exercised to any extent by anyone after the
first to occur of the following events:
(a) February 28, 2003
(b) In the event that Optionee ceases to be employed by the
Company or any Subsidiary, any outstanding Option held by Optionee shall
terminate as follows:
-2-
<PAGE>
(1) If the Optionee's termination of employment is due to death,
Disability or retirement, vesting and exercisability limitations are waived and
the Option shall be exercisable, in the case of death or Disability, for a
period of one (1) year, and in the case of retirement, for ninety (90) days,
following such termination of employment, and shall thereafter terminate;
(2) If the Optionee's termination of employment is by the Company or a
Subsidiary for Cause, the Option shall terminate on the date of the Optionee's
termination of employment, provided vested Options remain exercisable for thirty
(30) days;
(3) (x) If the Optionee's termination of employment is by the Company
or any Subsidiary for any other reason (including an Optionee's ceasing to be
employed by a Subsidiary as a result of the sale of such Subsidiary or an
interest in such Subsidiary), the Option (to the extent exercisable at the time
of the Optionee's termination of employment) shall be exercisable for a period
of ninety (90) days following such termination of employment, and shall
thereafter terminate; and
(y) If the Optionee's termination of employment is by the Optionee
(other than as set forth in paragraph (1) above), the unvested portion of the
Option is forfeited and (to the extent exercisable at the time of the Optionee's
termination of employment) the vested portion shall be exercisable for a period
of thirty (30) days following such termination of employment and shall
thereafter terminate; and
(4) If the Optionee's employment terminates due to Disability (as
described in paragraph (1) above) or under circumstances described in paragraph
(3) above, and the Optionee dies prior to the permissible period of exercise for
any outstanding Option then held by the Optionee, the Option shall be
exercisable for a period of one (1) year following the Optionee's termination of
employment, and shall thereafter terminate.
Section 3.3 - Tax Treatment
- ----------- -------------
The Optionee acknowledges that, to obtain the tax benefits
associated with incentive stock options, the Optionee must make no disposition
of the shares acquired upon exercise of the Option within two (2) years from the
date the Option was granted or within one (1) year (or, to obtain the maximum
tax benefit, 18 months) from the date such shares are transferred to the
Optionee.
ARTICLE IV
EXERCISE OF OPTION
------------------
Section 4.1 - Person Eligible to Exercise
- ----------- --------------------------
During the lifetime of the Optionee, only he may exercise the
Option or any portion thereof. After the death of the Optionee, any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.2, be exercised by his personal representative or
by any person empowered to do so under the Optionee's will or under the then
applicable laws of descent and distribution.
-3-
<PAGE>
Section 4.2 - Partial Exercise
- ----------- ----------------
Any exercisable portion of the Option or the entire Option, if
then wholly exercisable, may be exercised in whole or in part at any time prior
to the time when the Option or portion thereof becomes unexercisable under
Section 3.2; provided, however, that each partial exercise shall be for whole
shares only.
Section 4.3 - Manner of Exercise
- ----------- ------------------
The Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary of the Company (the "Secretary") of all of
the following prior to the time when the Option or such portion becomes
unexercisable under Section 3.2:
(a) Notice in writing signed by the Optionee or the other person
then entitled to exercise the Option or portion, stating that the Option or
portion is thereby exercised upon delivery of such notice;
(b) (i) Full payment for the shares in cash with respect to
which such Option or portion is exercised; or
(ii) With the consent of the Committee, shares of the
Company's Common Stock owned by the Optionee duly endorsed for transfer to the
Company with a Fair Market Value on the date of delivery equal to the aggregate
purchase price of the shares with respect to which such Option or portion is
exercised; or
(iii) Any combination of the consideration provided in the
foregoing subparagraphs (i) and (ii); and
(c) A bona fide written representation signed by the Optionee or
other person then entitled to exercise such Option or portion, stating that the
shares of stock are being acquired for his own account, for investment and
without any present intention of distributing or reselling said shares or any of
them except as may be permitted under the Securities Act of 1933, as amended
(the "Act"), and then applicable rules and regulations thereunder. Share
certificates evidencing stock issued on exercise of this Option shall bear an
appropriate legend referring to the provisions of this subsection (c) and the
agreement referred to in the first sentence of this subsection (c); provided,
however, that such legend shall not be required if the shares to be issued
pursuant to such exercise have been registered under the Act, and such
registration is then effective in respect of such shares; and
(d) In the event the Option or portion shall be exercised
pursuant to Section 4.1 by any person or persons other than the Optionee,
appropriate proof of the right of such person or persons to exercise the Option.
-4-
<PAGE>
Section 4.4 - Conditions to Issuance of Stock Certificates
- ----------- --------------------------------------------
The shares of stock deliverable upon the exercise of the Option,
or any portion thereof, may be either previously authorized but unissued shares
or issued shares which have then been reacquired by the Company. Such shares
shall be fully paid and nonassessable. The Company shall not be required to
issue or deliver any certificate or certificates for shares of stock purchased
upon the exercise of the Option or portion thereof prior to fulfillment of all
of the following conditions:
(a) The admission of such shares to listing on all stock exchanges
on which such class of stock is then listed: and
(b) The completion of any registration or other qualification of
such shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Committee shall, in its absolute discretion, deem necessary or
advisable; and
(c) The obtaining of any approval or other clearance from any state
or federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable.
ARTICLE V
MISCELLANEOUS
-------------
Section 5.1 - Administration
- ----------- --------------
The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules. All actions taken and all interpretations and determinations
made by the Committee shall be final and binding upon the Optionee, the Company
and all other interested persons. No member of the Committee shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the Plan or the Option.
Section 5.2 - Option Not Transferable
- ----------- -----------------------
Neither the Option nor any interest or right therein or part
thereof shall be liable for the debts, contracts or engagements of the Optionee
or his successors in interest or shall be subject to disposition by transfer,
alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that this Section 5.2
shall not prevent transfers by will or by the applicable laws of descent and
distribution.
-5-
<PAGE>
Section 5.3 - Shares to Be Reserved
- ----------- ---------------------
The Company shall at all times during the term of the Option
reserve and keep available such number of shares of stock as will be sufficient
to satisfy the requirements of this Agreement.
Section 5.4 - Notices
- ----------- -------
Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature hereto. By a notice given pursuant to this Section
5.4, either party may hereafter designate a different address for notices to be
given to him. Any notice which is required to be given to the Optionee shall, if
the Optionee is then deceased, be given to the Optionee's personal
representative if such representative has previously informed the Company of his
status and address by written notice under this Section 5.4. Any notice shall
have been deemed duly given upon receipt, if personally delivered, or on the
fifth business day after the day when enclosed in a properly sealed envelope
addressed as aforesaid, deposited (with postage prepaid) in a post office
regularly maintained by the United States Postal Service.
Section 5.5 - Titles
- ----------- ------
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
Section 5.6 - Notification of Disposition
- ----------- ---------------------------
The Optionee shall within ten days give notice to the Company of
any disposition or other transfer of any shares of stock acquired under this
Agreement if such disposition or transfer is made (a) within two (2) years from
the date of granting the Option with respect to such shares or (b) within one
(1) year after the transfer of such shares to him, and deliver to the Company
any amount of federal, state or local income tax withholding required by law.
Such notice shall specify the date of such disposition or other transfer and the
amount realized, in cash, other property, assumption of indebtedness or other
consideration, by the Optionee in such disposition or other transfer.
Section 5.7 - Amendment
- ----------- ---------
Whether or not any amendment hereof would constitute a
modification under Section 425(h)(3) of the Code, this Option Agreement may be
amended only by a writing executed by the parties hereto which specifically
states that it is amending this Agreement.
Section 5.9 - Governing Law
- ----------- -------------
The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.
-6-
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto.
/s/ Stephen W. Bershad
________________________
Stephen W. Bershad
AXSYS TECHNOLOGIES, INC.
/s/ Louis D. Mattielli
By:_____________________
Louis D. Mattielli
Vice President
Optionee's Name: Stephen W. Bershad
------------------
Optionee's Address: 16 Brownell Howland Road, Santa Fe, NJ 87501
--------------------------------------------
Optionee's Taxpayer
Identification Number: ###-##-####
-----------
Number of Shares Subject to Option: 7,500
-----
Number of Shares Date
---------------- -----
Exercisability Up to 1,500 shares Any time after February 27, 1999
and prior to expiration
Up to an additional Any time after February 27, 2000
1,500 shares and prior to expiration
Up to an additional Any time after February 27, 2001
1,500 shares and prior to expiration
Up to an additional Any time after February 27, 2002
3,000 shares and prior to expiration
-7-
<PAGE>
Exhibit 10
----------
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby acknowledge and agree that the foregoing
Amendment No. 3 to the statement on Schedule 13D, executed in accordance with
and pursuant to the power of attorney set forth below or otherwise, is filed on
behalf of each of us executing such documents, by power of attorney or
otherwise, and that all subsequent amendments to this statement on Schedule 13D
shall be filed on behalf of each of the undersigned by a single joint filing
pursuant to Paragraph (k) of Rule 13d-1 of the Securities Exchange Act of 1934
(the "Exchange Act").
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except
to the extent it knows or has reason to believe that such information is
inaccurate.
Each person whose signature appears below hereby constitutes and
appoints Stephen W. Bershad his true and lawful attorney-in-fact and agent, for
him and in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of AXSYS TECHNOLOGIES, INC., and to file the same
with the Securities and Exchange Commission, and hereby grants to such attorney-
in-fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do, hereby ratifying and confirming all that such
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof
in connection with such filings.
This agreement may be executed in any number of counterparts and all
of such counterparts taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement and Power of Attorney to be duly executed and delivered as of the 23rd
day of November, 1998
/s/ Stephen W. Bershad
_________________________________________
Stephen W. Bershad
SWB Holding Corporation
By: /s/ Stephen W. Bershad
____________________________________
Stephen W. Bershad
President
