-----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, BESiP6imug9dZPrz7JFf0ko3YWlA3LUyQYdb5B0POH9D9oBahPKgnyyPt3GWoDp9 bGL8mqEeUec2KOaBRDvaoQ== 0000895345-97-000104.txt : 19970327 0000895345-97-000104.hdr.sgml : 19970327 ACCESSION NUMBER: 0000895345-97-000104 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970326 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-06258 FILM NUMBER: 97563674 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: BERSHAD STEPHEN W CENTRAL INDEX KEY: 0000923910 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AXSYS TECHNOLOGIES INC STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125935374 MAIL ADDRESS: STREET 1: C/O AXSYS TECHNOLOGIES INC STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 AXSYS TECHNOLOGIES, INC. ------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 054615109 (formerly 924359300) -------------------- (CUSIP Number) Stephen W. Bershad Axsys Technologies, Inc. 645 Madison Avenue New York, New York 10022 (212) 593-7900 ---------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 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 [ ]. Check the following box if a fee is being paid with the statement [ ]. SCHEDULE 13D CUSIP No. 054615109 Page 2 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen W. Bershad 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF SHARES 1,248,812 (See Item 5) BENEFICI 8 SHARED VOTING POWER ALLY OWNED -0- (See Item 5) BY EACH REPORT- 9 SOLE DISPOSITIVE POWER ING PERSON 1,248,812 (See Item 5) WITH 10 SHARED DISPOSITIVE POWER -0- (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,248,812 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] See Item 5 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 054615109 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SWB Holding Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF SHARES 590,764 (See Item 5) BENEFICI 8 SHARED VOTING POWER ALLY OWNED -0- (See Item 5) BY EACH REPORT- 9 SOLE DISPOSITIVE POWER ING PERSON 590,764 (See Item 5) WITH 10 SHARED DISPOSITIVE POWER -0- (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,764 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] See Item 5 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20% 14 TYPE OF REPORTING PERSON* CO The Reporting Persons hereby amend and supplement 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. 2. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. The Cusip Number of the Common Stock is 054615109. 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, the Cusip Number was 924359300. Item 3. Source and Amount of Funds or Other Consideration. - ------- ------------------------------------------------- The response set forth in Item 3 of the Original Statement is hereby amended and supplemented by the following: 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. Mr. Bershad has been advised by the Company that, based on a preliminary count by the Company's exchange agent, an aggregate of approximately 530,000 shares of Preferred Stock were tendered and accepted for exchange in the Exchange Offer, resulting in the issuance of approximately 397,500 shares of Common Stock in the Exchange Offer. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------ After giving effect to the acquisition by Mr. Bershad of 111,780 shares of Common Stock in the Exchange offer, Mr. Bershad beneficially owns 1,248,812 outstanding shares of Common Stock, including 590,764 shares of Common Stock owned by Holding. After giving effect to the issuance by the Company of approximately 397,500 shares of Common Stock in the Exchange Offer, there are approximately 2,966,440 shares of Common Stock outstanding. The outstanding shares of Common Stock owned by the Reporting Persons constitute approximately 42% of the outstanding shares of Common Stock. SIGNATURES 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. DATED: March 20, 1997 /s/ Stephen W. Bershad ----------------------------- Stephen W. Bershad SWB Holding Corporation by: /s/ Stephen W. Bershad -------------------------- Stephen W. Bershad -----END PRIVACY-ENHANCED MESSAGE-----