-----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, R2ZpBLhSi3Zug59t5ULLMfx3U8SmcYQGAI6NbtdEPz+nfS1z/6xV24alwJ67rI0s igeg9Hvu+WdQa23OSOAFXA== /in/edgar/work/20000619/0000912057-00-029004/0000912057-00-029004.txt : 20000919 0000912057-00-029004.hdr.sgml : 20000919 ACCESSION NUMBER: 0000912057-00-029004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000619 EFFECTIVENESS DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: [3621 ] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39574 FILM NUMBER: 656848 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 S-8 1 s-8.txt S-8 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ 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 - -------------------------------------------------------------------------------- (Full title of the plan) Richard Morin Axsys Technologies, Inc. 910 Sylvan Avenue Suite 180 Englewood Cliffs, NJ 07632 - -------------------------------------------------------------------------------- (Name and Address of agent for service) (201) 871-1500 - -------------------------------------------------------------------------------- (Telephone number including area code of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ 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 - -------------------------------------------------------------------------------- Common Stock, par value 200,000 shares (1) (1) $781.00 $0.01 per share - -------------------------------------------------------------------------------- (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. 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 - ------ ----------- 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). 2 EXHIBIT INDEX ------------- The following exhibits are filed with or incorporated by reference into this Registration Statement: Exhibit Number Description - ------ ----------- 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) 3 SIGNATURES ----------- 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 -------------------------- Stephen W. Bershad Chairman of the Board and Chief Executive Officer 4 POWER OF ATTORNEY ----------------- 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 --------- ----- ---- Chairman of the Board and Chief Executive Officer and June 19, 2000 /s/: Stephen W. Bershad Director - ----------------------------- Stephen W. Bershad President and Chief June 19, 2000 /s/: Mark J. Bonney Operating Officer - ----------------------------- Mark J. Bonney Vice President, Chief June 19, 2000 /s/: John E. Hanley Financial Officer - ----------------------------- John E. Hanley /s/: Anthony J. Fiorelli, Jr. Director June 19, 2000 - ----------------------------- Anthony J. Fiorelli, Jr. /s/: Eliot M. Fried Director June 19, 2000 - ----------------------------- Eliot M. Fried /s/: Richard V. Howitt Director June 19, 2000 - ----------------------------- Richard V. Howitt 5 EX-5.1 2 ex-5_1.txt EXHIBIT 5.1 Exhibit 5.1 212-859-8000 June 16, 2000 (FAX: 212-859-4000) Axsys Technologies, Inc. 910 Sylvan Avenue Suite 180 Englewood Cliffs, NJ 07632 RE: Registration Statement on Form S-8: Axsys Technologies, Inc. Amended and Restated Long-term Stock Incentive Plan Ladies and Gentlemen: We are representing Axsys Technologies, Inc. (the "Company") in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to an aggregate of 200,000 shares (the "Shares") of common stock, par value $.01 per share, of the Company, issuable pursuant to the Company's Amended and Restated Long-Term Stock Incentive Plan (the "Plan"). All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon. In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents, and (iii) received such information from officers and representatives of the Company, as we have deemed necessary or appropriate for the purposes of this opinion. In all examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assumed compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the Plan will be duly authorized by the Company and will comply with all applicable laws. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares, when issued and paid for (with the consideration received by the Company being not less than the par value thereof) in accordance with the provisions of the Plan and the applicable option agreements thereunder, will be duly authorized, validly issued, fully paid and non-assessable. The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, the provisions of the Delaware Constitution applicable to corporations and the reported judicial decisions interpreting those laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of such persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON By: /s/: Kenneth R. Blackman ------------------------- Kenneth R. Blackman -2- EX-23.1 3 ex-23_1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report (and to all references to our Firm) included in or made a part of this registration statement. /s/: Arthur Andersen LLP New York, New York June 12, 2000 -----END PRIVACY-ENHANCED MESSAGE-----