S-8

As filed with the Securities and Exchange Commission on September 7, 2005.

Registration No. ___

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
(State or Other Jurisdiction
of Incorporation or Organization) 11-1962029
(I.R.S. Employer Identification No.)

175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(Address of Principal Executive Offices Including Zip Code)

Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan
(Full Title of the Plan)

David A. Almeida
Vice President, Chief Financial Officer, Secretary and Treasurer
Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(860) 257-0200
(Name, Address and Telephone Number of Agent For Service)

Copies To:
Lisa K. Kunkle, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939

CALCULATION OF REGISTRATION FEE

Title of			Proposed Maxi-	Proposed Maxi-	Amount of
Securities to	Amount to be		mum Offering	mum Aggregate	Registration
be Registered	Registered (1)(2)		Price Per Share (3)	Offering Price (3)	Fee
Common Stock, par value $0.01 per share		350,000	$18.32	$6,412,000	$754.69

(1) Represents shares of common stock of the Registrant, par value $0.01 per share (“Common Stock”), issuable pursuant to the Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “Plan”) being registered hereon.

(2) Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.

(3) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the NASDAQ National Market System on September 2, 2005, within five business days prior to filing.

     The Registrant filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of Common Stock to be offered and sold under the Plan and, pursuant to General Instruction E to Form S-8, the contents of such Registration Statements are incorporated by reference in this Registration Statement: (1) Registration Statement on Form S-8 filed August 5, 1996 (File No. 333-09559); (2) Registration Statement on Form S-8 filed December 29, 1997 (File No. 333-43389); (3) Registration Statement on Form S-8 filed June 19, 2000 (File No. 333-39574); (4) Post-Effective Amendment No. 1 to Form S-8 filed June 29, 2004 (File No. 333-39574); and (5) Registration Statement on Form S-8 filed August 12, 2004 (File No. 333-118156). This Registration Statement on Form S-8 is filed for the purpose of registering an additional 350,000 shares of Common Stock of the Registrant under the Plan.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description
4	Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement dated March 18, 2005.
5	Opinion of Counsel.
23.1	Consent of Independent Auditors.
23.2	Consent of Counsel (Included in Exhibit 5).
24	Power of Attorney.

[Signatures on following page]

2

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 Rocky Hill, State of Connecticut, on September 7, 2005.

AXSYS TECHNOLOGIES, INC.
By:	/s/ David A. Almeida
	David A. Almeida
	Vice President, Chief Financial Officer, Secretary and Treasurer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Date: September 7, 2005	*
	Stephen W. Bershad
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Date: September 7, 2005	/s/ David A. Almeida
	David A. Almeida
	Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Date: September 7, 2005	*
	Anthony J. Fiorelli, Jr.
	Director

Date: September 7, 2005	*
	Eliot M. Fried
	Director

Date: September 7, 2005	*
	Richard F. Hamm, Jr.
	Director

Date: September 7, 2005	*
	Robert G. Stevens
	Director

*This registration statement has been signed on behalf of the above officers and directors by David
A. Almeida, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this registration statement.

DATED: September 7, 2005	By:	/s/ David A. Almeida
		David A. Almeida
		Attorney-in-Fact

3

EXHIBIT INDEX

Exhibit Number	Description
4	Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement dated March 18, 2005.
5	Opinion of Counsel.
23.1	Consent of Independent Auditors.
23.2	Consent of Counsel (Included in Exhibit 5).
24	Power of Attorney.

4

EX-5

[LETTERHEAD OF JONES DAY]

Exhibit 5

September 7, 2005

Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067

Re: 350,000 Shares of Common Stock $0.01 Par Value Per Share Issued Pursuant to the Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan

Ladies and Gentlemen:

     We are acting as counsel for Axsys Technologies, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of up to 350,000 shares of Common Stock, $0.01 par value per share, of the Company (the “Incentive Plan Shares”) pursuant to the Company’s Amended and Restated Long-Term Stock Incentive Plan (the “Incentive Plan”).

     In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law as we have deemed necessary for purposes of this opinion. Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that the Incentive Plan Shares are duly authorized and, when issued and delivered pursuant to the terms of the Incentive Plan against payment of the consideration therefor as provided therein, will be validly issued, fully paid, and nonassessable, provided that such consideration is at least equal to the stated par value of the Incentive Plan Shares.

     Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the General Corporation Law of the State of Delaware, including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting such law. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.

     We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Incentive Plan Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,
 

/s/ Jones Day  

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 dated September 7, 2005 pertaining to the Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan of our report dated February 8, 2005, with respect to the consolidated financial statements and schedule of Axsys Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

Hartford, Connecticut
September 2, 2005	/s/ Ernst & Young LLP

EX-24

Exhibit 24

AXSYS TECHNOLOGIES, INC.

REGISTRATION STATEMENT ON FORM S-8

POWER OF ATTORNEY

     Each undersigned officer and/or director of Axsys Technologies, Inc., a Delaware corporation (the “Registrant”), does hereby make, constitute and appoint each of Stephen W. Bershad and David A. Almeida, with full power of substitution and resubstitution, as attorney of the undersigned, to execute and file (i) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Registrant issuable in connection with the Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan (as approved by the Board of Directors of the Registrant on March 10, 2005), in addition to those registered pursuant to the Registration Statements on Form S-8 dated August 5, 1996, December 29, 1997, June 19, 2000 and August 12, 2004, (ii) any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement and (iii) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 4th day of August, 2005.

Signature	Title
/s/ Stephen W. Bershad Stephen W. Bershad	Chairman of the Board and Chief Executive
/s/ David A. Almeida David A. Almeida	Vice President, Chief Financial Officer, Secretary and Treasurer
/s/ Anthony J. Fiorelli, Jr. Anthony J. Fiorelli, Jr.	Director
/s/ Eliot M. Fried Eliot M. Fried	Director
/s/ Richard F. Hamm, Jr. Richard F. Hamm, Jr.	Director
/s/ Robert G. Stevens Robert G. Stevens	Director

7