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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AXSYS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 11-1962029
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
910 Sylvan Avenue
Suite 180
Englewood Cliffs, NJ 07632
(Address of Registrant's
Principal Executive Offices)
AXSYS TECHNOLOGIES, INC. AMENDED AND RESTATED LONG-TERM STOCK INCENTIVE PLAN
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(Full title of the plan)
Richard Morin
Axsys Technologies, Inc.
910 Sylvan Avenue
Suite 180
Englewood Cliffs, NJ 07632
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(Name and Address of agent for service)
(201) 871-1500
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(Telephone number including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING AGGREGATE REGISTRATION
PRICE PER OFFERING FEE
SHARE PRICE
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Common Stock, par value 200,000 shares (1) (1) $781.00
$0.01 per share
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the registration fee as to 184,550 shares, which
shares are not currently subject to options granted pursuant to the Plan,
is based upon a price of $14.73 per share, the average of the high and low
share price for the Registrant's Common Stock reported on the Nasdaq
National Market System for the Common Stock for the five (5) previous
trading days ending 6/12/00. The amount of the registration fee includes
$63.00 as to the 15,450 options granted at an aggregate exercise price of
$15.40.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to Axsys Technologies,
Inc. Amended and Restated Long-Term Stock Incentive Plan (the "Plan"), as
amended, in May, 2000, to increase the number of shares of common stock, par
value $.01 per share (the "Common Stock"), to be issued thereunder by 200,000
shares. The contents of the Registrant's Registration Statement on Form S-8
(File No. 33-09559), filed with the Securities and Exchange Commission (the
"Commission") on August 5, 1996, as modified and supplemented by the
Registrant's Registration Statement on Form S-8 (file No. 333-42389) filed
December 27, 1997, are hereby incorporated by reference pursuant to
Instruction E of Form S-8. Also pursuant to Instruction E to Form S-8, the
filing fee is being paid only with respect to the 200,000 shares of common
stock not previously registered.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following document which is filed with the Commission, is
incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Form 10-K").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 5. Interests of Named Experts and Counsel.
None.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement:
Exhibit
Number Description
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4.1 Axsys Technologies, Inc. Amended and Restated Long-Term Stock
Incentive Plan (filed as Exhibit A to the Registrant's Proxy
Statement dated April 24, 2000 and incorporated herein by reference.
5.1 Opinion of Counsel as to the validity of the shares of Common Stock
covered by the Registration Statement.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page).
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EXHIBIT INDEX
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The following exhibits are filed with or incorporated by reference into
this Registration Statement:
Exhibit
Number Description
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4.1 Axsys Technologies, Inc. Amended and Restated Long-Term Stock
Incentive Plan (filed as Exhibit A to the Registrant's Proxy
Statement dated April 24, 2000 and incorporated herein by reference).
5.1 Opinion of Counsel as to the validity of the shares of Common Stock
covered by the Registration Statement.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney (included on signature page)
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood Cliffs, New Jersey, on June 13, 2000.
Axsys Technologies, Inc.
By: /s/: Stephen W. Bershad
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Stephen W. Bershad
Chairman of the Board and Chief
Executive Officer
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POWER OF ATTORNEY
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KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Morin as his true and lawful
attorney-in-fact and agent with full power and substitution and resubstitution,
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement and any additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents in
connection therewith, and to file the same, with all exhibits, with the
Securities and Exchange Commission, granting unto said 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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Chairman of the Board and
Chief Executive Officer and June 19, 2000
/s/: Stephen W. Bershad Director
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Stephen W. Bershad
President and Chief June 19, 2000
/s/: Mark J. Bonney Operating Officer
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Mark J. Bonney
Vice President, Chief June 19, 2000
/s/: John E. Hanley Financial Officer
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John E. Hanley
/s/: Anthony J. Fiorelli, Jr. Director June 19, 2000
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Anthony J. Fiorelli, Jr.
/s/: Eliot M. Fried Director June 19, 2000
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Eliot M. Fried
/s/: Richard V. Howitt Director June 19, 2000
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Richard V. Howitt
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