-----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, E9UnIzzxZ3hvfVc1oLB1/iAxq0hQ2/PruPNoYYe3GKxeZ+tQuL0UY7kAnlEmRr6m hIMvDPbm8RovBAH5IoIv2A== 0000912057-00-005446.txt : 20000214 0000912057-00-005446.hdr.sgml : 20000214 ACCESSION NUMBER: 0000912057-00-005446 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000211 GROUP MEMBERS: AXSYS TECHNOLOGIES INC 401K PLAN GROUP MEMBERS: MARK J. BONNEY GROUP MEMBERS: STEPHEN W. BERSHAD 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 13G/A SEC ACT: SEC FILE NUMBER: 005-06258 FILM NUMBER: 533557 BUSINESS ADDRESS: STREET 1: 910 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2018711500 MAIL ADDRESS: STREET 2: 910 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC 401K PLAN CENTRAL INDEX KEY: 0001033725 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 111962029 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125935382 SC 13G/A 1 SCH 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* AXSYS TECHNOLOGIES, INC. ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 054615109 ----------------------------------------- (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: /X/ Rule 13d-1(b) / / 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 the disclosures 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). PAGE 1 OF 6 PAGES This Amendment Number 6 is being filed to report that the reporting person has ceased to be the beneficial owner of more than 5% of the Common Stock of Axsys Technologies, Inc. ITEM 1(a) Name of Issuer: Axsys Technologies, Inc. ITEM 1(b) Address of Issuer's Principal Office: 910 Sylvan Avenue, Suite 180 Englewood Cliffs, NJ 07632 ITEM 2(a) Name of Persons Filing: (i) Axsys Technologies, Inc. 401(k) Retirement Plan (the "Plan") (ii) Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan (iii) Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan ITEM 2(b) Address of Principal Business Office, or, if none, Residence: 910 Sylvan Avenue, Suite 180 Englewood Cliffs, NJ 07632 ITEM 2(c) Citizenship: (i) Delaware (ii) United States (iii) United States ITEM 2(d) Title of Class of Securities: Common Stock, par value $.01 per share ITEM 2(e) CUSIP Number: 054615109 PAGE 2 OF 6 PAGES ITEM 3 If this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under Section 15 of the Exchange Act; (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act; (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) / / Investment company registered under Section 8 of the Investment Company; (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) /X/ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) / / A parent holding company or a control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Act; (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) / / Group, in accordance with Section 13d-1(b)1(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. / / ITEM 4 Ownership: Not Applicable ITEM 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: /X/ ITEM 6 Ownership of More than Five Percent on Behalf of Another Person Not Applicable ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable PAGE 3 OF 6 PAGES ITEM 8 Identification and Classification of Members of the Group. Not Applicable ITEM 9 Notice of Dissolution of Group. Not Applicable ITEM 10 Certification Not Applicable 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. Date: February 11, 2000 AXSYS TECHNOLOGIES, INC. 401(k) RETIREMENT PLAN by: /s/ Stephen W. Bershad -------------------------------------- Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan by: /s/ Mark J. Bonney -------------------------------------- Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan /s/ Stephen W. Bershad -------------------------------------- Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan /s/ Mark J. Bonney -------------------------------------- Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan PAGE 4 OF 6 PAGES EXHIBIT INDEX Exhibit No. Description 99.1 Joint Filing Agreement PAGE 5 OF 6 PAGES EX-99.1 2 EXH 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The Axsys Technologies, Inc. 401(k) Retirement Plan(the "Plan"), Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan, and Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any amendments thereto with respect to any other Filing Person. Each of the Filing Persons shall promptly notify the other Filing Persons if any of the information set forth in the Schedule 13G or any amendments thereto shall become inaccurate in any material respect or if said person learns of information that would require an amendment to the Schedule 13G. IN WITNESS WHEREOF, the undersigned have set their hands this 11th day of February, 2000. by: /s/ Stephen W. Bershad -------------------------------------- Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan by: /s/ Mark J. Bonney -------------------------------------- Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan /s/ Stephen W. Bershad -------------------------------------- Stephen W. Bershad, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan /s/ Mark J. Bonney -------------------------------------- Mark J. Bonney, as Co-Trustee under Axsys Technologies, Inc. 401(k) Retirement Plan PAGE 6 OF 6 PAGES -----END PRIVACY-ENHANCED MESSAGE-----