-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjK0+mF5oNnackdB3XuCgQ4KrDOUM9/c2cmVcqavAqTQswfETdSZJCnXGnh1MIph rY7Z3iPrkqtoiV8a7YfPvA== 0000889812-98-000008.txt : 19980108 0000889812-98-000008.hdr.sgml : 19980108 ACCESSION NUMBER: 0000889812-98-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980107 SROS: NASD GROUP MEMBERS: GILDEA JOHN W GROUP MEMBERS: NETWORK FUND III, LTD. GROUP MEMBERS: NETWORK IV LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06258 FILM NUMBER: 98502079 BUSINESS ADDRESS: STREET 1: 645 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125937900 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILDEA JOHN W CENTRAL INDEX KEY: 0000948344 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GILDEA MANAGEMENT CO STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036290861 MAIL ADDRESS: STREET 1: C/O GILDEA MANAGEMENT CO STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 AMENDMENT NO. 1 TO STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) AXSYS Technologies, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 054615 10 9 (CUSIP Number) Mr. John W. Gildea 115 East Putnam Avenue, Greenwich, Connecticut 06830 (203) 661-6945 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 30, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages CUSIP No. 054615 10 9 1 Name of Reporting Person(1) S.S. or I.R.S. Identification No. of Above Person John W. Gildea 2 Check the Appropriate Box If a Member of a Group a. / / b. /x/ 3 SEC Use Only 4 Source of Funds AF; PF 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization U.S.A. 7 Sole Voting Power Number of 308,500 Shares -------------- Beneficially 8 Shared Voting Power Owned By 0 Each -------------- Reporting 9 Sole Dispositive Power Person 308,500 With -------------- 10 Shared Dispositive Power 0 -------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 308,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ / 13 Percent of Class Represented By Amount in Row (11) 7.50% 14 Type of Reporting Person IN (1) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with Network Fund III, Ltd. and Network IV LLC. Page 2 of 8 Pages CUSIP No. 054615 10 9 1 Name of Reporting Person(2) S.S. or I.R.S. Identification No. of Above Person Network Fund III, Ltd. 2 Check the Appropriate Box If a Member of a Group a. / / b. /x/ 3 SEC Use Only 4 Source of Funds WC 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 251,500 Shares --------------- Beneficially 8 Shared Voting Power Owned By 0 Each --------------- Reporting 9 Sole Dispositive Power Person 251,500 With --------------- 10 Shared Dispositive Power 0 --------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 251,500 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ / 13 Percent of Class Represented By Amount in Row (11) 6.11% 14 Type of Reporting Person CO (2) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with John W. Gildea and Network IV LLC. Page 3 of 8 Pages CUSIP No. 054615 10 9 1 Name of Reporting Person(3) S.S. or I.R.S. Identification No. of Above Person Network IV LLC 2 Check the Appropriate Box If a Member of a Group a. / / b. /x/ 3 SEC Use Only 4 Source of Funds WC 5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization Cayman Islands 7 Sole Voting Power Number of 32,000 Shares --------------- Beneficially 8 Shared Voting Power Owned By 0 Each --------------- Reporting 9 Sole Dispositive Power Person 32,000 With --------------- 10 Shared Dispositive Power 0 --------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 32,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares/ / 13 Percent of Class Represented By Amount in Row (11) 0.78% 14 Type of Reporting Person CO (3) Filing jointly pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, with Network Fund III, Ltd. and John W. Gildea. Page 4 of 8 Pages Item 1. Security and Issuer. This Amendment No. 1 to the Schedule 13D dated December 12, 1997 (the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on December 19, 1997 relates to the beneficial ownership by John W. Gildea ("Gildea"), Network Fund III, Ltd., a Cayman Islands exempt company ("Network Fund III"), and Network IV LLC, a Cayman Islands exempt company ("Network IV") of Common Stock, par value $.01 per share (the "Common Stock"), of AXSYS Technologies, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 645 Madison Avenue, New York, New York 10022. Item 3. Source and Amount of Funds or Other Consideration. Network Fund III acquired an additional 52,000 shares of Common Stock in a series of three open market purchases between December 19 and December 31, 1997 for an aggregate of $967,250, all of which funds were obtained from the working capital of Network Fund III. Network IV acquired an additional 12,000 shares of Common Stock in two open market purchases of 6,000 shares on December 30 and December 31, 1997 at $18.75 and $18.375, respectively, or an aggregate of $222,750, all of which funds were obtained from the working capital of Network IV. O'Donnell acquired an additional 2,000 shares of Common Stock on December 15, 1997 for an aggregate of $34,000, which funds were obtained from O'Donnell's personal funds. Item 5. Interest in Securities of the Issuer. (a) (i) The 251,500 Network III Shares, the 32,000 Network IV Shares and the 25,000 Gildea Shares beneficially owned by Gildea collectively represent 7.50% of the 4,113,190 shares of Common Stock of the Company outstanding on the date hereof, based upon information provided by the Company and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act. (ii) The 3,500 O'Donnell Shares represent .09% of the 4,113,190 of Common Stock of the Company outstanding on the date hereof, based upon information provided by the Company and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act. (iii) The 251,500 Network III Shares represent 6.11% of the 4,113,190 shares of Common Stock of the Company outstanding on the date hereof, based upon information provided by the Company and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act. (iv) The 32,000 Network IV Shares represent .78% of the 4,113,190 shares of Common Stock of the Company outstanding on the date hereof, based upon information as provided by the Company and calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act. (c) Except as set forth on Schedule II hereto and in this Schedule 13D none of Gildea, Network Fund III, O'Donnell, or, to the best knowledge of such parties, any of the Page 5 of 8 Pages persons named on Schedule I hereto, owns any shares of the capital stock of the Company or has purchased or sold any shares of the capital stock of the Company since December 12, 1997, the date of the Schedule 13D. Page 6 of 8 Pages SIGNATURE After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 6, 1998 /s/John W. Gildea - --------------------------------------------------- John W. Gildea NETWORK FUND III, LTD. By: GILDEA MANAGEMENT COMPANY, Investment Advisor By:/s/John W. Gildea ---------------------------------------- Name: John W. Gildea Title: President NETWORK IV LLC By: GILDEA MANAGEMENT COMPANY, Investment Advisor By:/s/John W. Gildea ---------------------------------------- Name: John W. Gildea Title: President Page 7 of 8 Pages SCHEDULE II Purchases of Common Stock of AXSYS Technologies, Inc. by Gildea, Network Fund III and Network IV since December 12, 1997. Network Fund III ---------------- Number Price Per Date of Shares Share ---- --------- --------- 12/19/97 26,000 $18.625 12/30/97 14,000 18.75 12/31/97 12,000 18.375 Network IV ---------- Number Price Per Date of Shares Share ---- --------- --------- 12/30/97 6,000 $18.75 12/31/97 6,000 18.375 Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----