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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AXSYS Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
054615 10 9
(CUSIP Number)
December 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required in 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).
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SCHEDULE 13G
CUSIP No. 0546151009
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. / /
b. /X/
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 377,718
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 377,718
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
377,718
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
/ /
11 Percent of Class Represented By Amount in Row 9
9.3%
12 Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13G
CUSIP No. 0546151009
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Network Fund III, Ltd.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. / /
b. /X/
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
5 Sole Voting Power
Number of 352,718
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 352,718
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
352,718
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
/ /
11 Percent of Class Represented By Amount in Row 9
8.7%
12 Type of Reporting Person (See Instructions)
CO
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Item 1.
(a) Name of Issuer
AXSYS Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices
910 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
Item 2.
(a) Name of Persons Filing
John W. Gildea
Network Fund III, Ltd.
(b) Address of Principal Business Office or, if none, Residence
John W. Gildea
115 East Putnam Avenue
Greenwich, Connecticut 06830
Network Fund III, Ltd.
P.O. Box 219
Butterfield House
Grand Cayman, Cayman Islands B.W.I.
(c) Citizenship
John W. Gildea - United States
Network Fund III, Ltd. - Cayman Islands
(d) Title of Class of Securities
Common Stock, par value $.01 per share
(e) CUSIP Number
054615 10 9
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
Sections 240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
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(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with Sections
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
Sections 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
Sections 240.13d-1(b)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with Sections 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c), check this
box. /X/
Item 4. Ownership (at February 7, 2000)
(a) Amount Beneficially Owned (See note to Item 4(a)).
John W. Gildea - 377,718
Network Fund III, Ltd. - 352,718
Note to
Item 4(a): The 377,718 shares of Common Stock owned by John W. Gildea
includes the 352,718 shares of Common Stock owned by Network
Fund III, Ltd.
(b) Percent of Class
John W. Gildea - 9.3%
Network Fund III, Ltd. - 8.7%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
John W. Gildea - 377,718
Network Fund III, Ltd. - 352,718
ii) shared power to vote or to direct the vote
John W. Gildea - 0
Network Fund III, Ltd. - 0
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iii) sole power to dispose or to direct the disposition of
John W. Gildea - 377,718
Network Fund III, Ltd. - 352,718
iv) shared power to dispose or to direct the disposition of
John W. Gildea - 0
Network Fund III, Ltd. - 0
Item 5. Ownership of Five Percent or Less of a Class
Not applicable. See Note to Item 2(a).
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Mr. John W. Gildea is the Chairman of the Board of Directors, Chief
Executive Officer, President, a director and sole stockholder of Gildea
Management Company, a Delaware corporation ("GMC"), which corporation has the
power to dispose of the 352,718 shares of Common Stock beneficially owned by
Network Fund III, Ltd. (the "Network Shares"), by virtue of an Investment
Advisory Agreement, dated February 26, 1996, between GMC and Network Fund III,
Ltd. As a result, Mr. Gildea may be deemed to beneficially own the Network
Shares. Mr. Gildea also owns 25,000 shares of Common Stock in his individual
capacity.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 7, 2000
----------------
Date
/s/ John W. Gildea
------------------
John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY
Investment Advisor
By: /s/ John W. Gildea
--------------------
Name: John W. Gildea
Title: President
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