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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 4, 2000
AXSYS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NUMBER 0-16182 11-1962029
(I.R.S. Employer Identification Number)
910 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 871-1500
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ITEM 5. OTHER EVENTS.
In a joint press release by Axsys Technologies, Inc. and Molex
Incorporated (Nasdaq: MOLX and MOLXA) on February 4, 2000 and a press release by
Axsys Technologies, Inc. on February 4, 2000, Axsys Technologies, Inc.,
announced it has entered into an agreement to sell the net assets of its Beau
Interconnect division. The text of these press releases is attached hereto as
Exhibit 99.1 and Exhibit 99.2. The latter press release also indicates that
Axsys Technologies, Inc. expects to implement a restructuring plan, to be
announced shortly, which will result in a non-recurring charge to earnings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 99.1 Axsys Technologies, Inc. and Molex Incorporated
Joint Press Release dated February 4, 2000.
Exhibit 99.2 Axsys Technologies, Inc. Press Release dated
February 4, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: February 8, 2000
AXSYS TECHNOLOGIES, INC.
(Registrant)
/s/ RAYMOND F. KUNZMANN
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Raymond F. Kunzmann
Chief Financial Officer
Axsys Technologies, Inc.
(201) 871-1500
www.axsys.com
MOLEX ENTERS AGREEMENT TO ACQUIRE
BEAU INTERCONNECT DIVISION OF AXSYS TECHNOLOGIES
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LISLE, IL AND ENGLEWOOD CLIFFS, NJ - FEBRUARY 4, 2000 - Molex
Incorporated (Nasdaq: MOLX and MOLXA), an international electronic components
company, and Axsys Technologies, Inc. (Nasdaq: AXYS), a leading supplier of
micro-positioning and precision optical products, today announced that they have
entered into a definitive asset purchase agreement pursuant to which Molex has
agreed to acquire substantially all of the assets and assume certain liabilities
of the Beau Interconnect Division of Axsys Technologies. Beau is a leading
manufacturer of electronic interconnect devices in many industrial and
commercial markets with 1999 sales of approximately $19.5 million. The closing
of the transaction is subject to the satisfaction or waiver of various
conditions, but is currently expected to occur in the first quarter of 2000.
"This acquisition will increase our range of products for industrial
customers and further strengthen our growing position in this industry," said
Fred A. Krehbiel, Molex Co-Chairman and Co-Chief Executive Officer.
Stephen W. Bershad, Chief Executive Officer of Axsys Technologies,
stated, "Beau has an excellent reputation in its markets and its leadership team
has achieved excellent financial performance through the support of their
customers. The sale of the Beau Interconnect Division to Molex, a strategic
buyer, should provide Beau with the opportunity to achieve faster growth in the
future. We believe this sale will allow Axsys to better focus on its
strategically aligned businesses and provide significant capital for expansion
through start-ups, strategic alliances and acquisitions."
Molex Incorporated is a 61 year old manufacturer of electronic,
electrical and fiber optic interconnection products and systems, switches and
application tooling. Based in Lisle, Illinois, Molex operates 50 manufacturing
facilities in 21 countries and employs approximately 15,900 people. Molex common
stock (Nasdaq: MOLX) is included in the S&P 500 Index and is listed as part of
the S&P 500 Electrical Equipment industry group.
Axsys Technologies, Inc. supplies micro-positioning and precision
optical products for a variety of markets including defense, space, digital
imaging and electronic capital equipment. The Company also distributes precision
ball bearings for industrial, consumer and other commercial applications. For
more information, contact Axsys Technologies, Inc., 910 Sylvan Avenue, Englewood
Cliffs, NJ 07632 - (201) 871-1500, Fax (201) 871-7750; Internet: WWW.AXSYS.COM.
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This news release contains certain forward-looking statements including
statements regarding the ability to close the sale of the Beau Interconnect
Division in the first quarter of 2000, the anticipated impact of the acquisition
on Molex's business and operating results, and Axsys Technologies' objective to
pursue its business strategy in part through expansion. The businesses of each
of Molex and Axsys Technologies are subject to a variety of risks and
uncertainties in addition to those described above. As a result, actual future
results and developments may be materially different from those expressed or
implied in any forward-looking statement. Disclosure regarding certain of these
risks and uncertainties are set forth in the Form 10-K and other documents filed
by each of Molex and Axsys Technologies with the Securities and Exchange
Commission.
EDITOR'S NOTE: Molex is traded on the Nasdaq National Market System in the
United States, on the London Stock Exchange and (MOLX) is included in the S&P
500 Index. Axsys Technologies is traded on the Nasdaq National Market System in
the United States.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact:
Raymond F. Kunzmann
Chief Financial Officer
Axsys Technologies, Inc.
(201) 871-1500
www.axsys.com
AXSYS TECHNOLOGIES, INC. ANNOUNCES THE SALE
OF ITS BEAU INTERCONNECT DIVISION
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ENGLEWOOD CLIFFS, NJ - FEBRUARY 4, 2000 - As previously announced, Axsys
Technologies, Inc. (Nasdaq:AXYS), a leading supplier of micro-positioning and
precision optical products, has entered into an agreement to sell the net assets
of its Beau Interconnect Division ("Beau") for $31.8 million in cash, subject to
adjustment. The sale is expected to result in an after-tax gain of approximately
$13.0 million. Net after-tax cash proceeds from the sale of approximately $21.0
million will be used to repay outstanding bank debt and provide funds for
working capital and future acquisitions. The closing of the transaction is
subject to the satisfaction or waiver of various conditions, but is currently
expected to occur in the first quarter of 2000. Donaldson, Lufkin & Jenrette
acted as financial advisor to Axsys Technologies in connection with the
transaction.
Commenting on the sale of Beau, Stephen W. Bershad, Chief Executive Officer,
stated, "We believe this sale will allow Axsys Technologies to better focus on
its strategically aligned businesses and provide significant capital for
expansion through start-ups, strategic alliances and acquisitions."
Mr. Bershad also said, "Since joining the Company in September as Chief
Operating Officer, Mark Bonney has been working with his Leadership Team on the
development of a restructuring plan and strategic realignment of our businesses
to better capitalize on our unique capabilities and technologies. The Company
expects that implementation of the restructuring plan, which will be announced
shortly, will result in a non-recurring charge to earnings. The Company
believes, however, that the realignment and follow-on programs will position the
Company to better serve its customers."
Axsys Technologies, Inc. supplies micro-positioning and precision optical
products for a variety of markets including defense, space, digital imaging and
electronic capital equipment. The Company also distributes precision ball
bearings for industrial, consumer and other commercial applications. For more
information, contact Axsys Technologies, Inc., 910 Sylvan Avenue, Englewood
Cliffs, NJ 07632 - (201) 871-1500, Fax (201) 871-7750; Internet: www.axsys.com
This news release contains certain forward-looking statements including, without
limitation, statements regarding the Company's ability to close the sale of its
Beau Interconnect Division in the first quarter of 2000, the projected results
of the sale and the Company's objective to pursue its business strategy in part
through strategic and financial transactions. The Company's business is subject
to a variety of risks and uncertainties in addition to those described above. As
a result, actual future results and developments may be materially different
from those expressed or implied in any forward-looking statement. Disclosure
regarding factors affecting the Company's future results and developments is
contained in the Company's public filings with the Securities and Exchange
Commission, including the Company's annual report on Form 10-K for the fiscal
year ended December 31, 1998.
