8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of the Report:  April 13, 2007

Commission file number 0-16182

AXSYS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	11-1962029
(State or other jurisdiction of incorporation or organization)	I.R.S Employer Identification Number
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut	06067
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 257-0200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Ex change Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the  Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Asset Purchase Agreement

On April 12, 2007, Axsys Technologies, Inc. (“Axsys”), its wholly owned subsidiary, Axsys Technologies IR Systems, Inc. (“Axsys IR”), Cineflex, LLC (“Cineflex”) and certain affiliates of Cineflex entered into an Asset Purchase Agreement (“Agreement”).  Pursuant to the terms of the Agreement, Axsys IR purchased substantially all of the assets of Cineflex on April 13, 2007.

Cineflex is a privately held manufacturer of high-precision gyro-stabilized aerial camera systems.

The initial purchase price paid by Axsys IR was $27.0 million in cash, which amount is subject to adjustment based on certain net working capital requirements. Pursuant to the terms of the Agreement, Cineflex is entitled to receive additional cash consideration to be paid upon the attainment of certain revenue targets fixed largely over the next 36 months.

Axsys announced the Cineflex acquisition in a press release on April 12, 2007. A copy of this press release is attached hereto as Exhibit 99.1.

Revolving Line of Credit

On April 11, 2007, in connection with the acquisition of substantially all of the assets of Cineflex, Axsys entered into a Master Reaffirmation and Amendment No. 3 to Loan Documents with Bank of America pursuant to which the maturity date of the commitments provided for in the Credit Agreement, dated as of May 2, 2005, by and among Axsys, its subsidiaries and Bank of America (as successor to Fleet National Bank), was extended to May 2, 2012 and the commitment amounts were increased from $15,000,000 to $40,000,000.

In connection with the acquisition, Axsys borrowed approximately $25,000,000 under the Credit Agreement to fund a portion of the purchase price.

Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the acquisistion of substantially all of the assets of Cineflex is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit 99.1Press release dated April 12, 2007, announcing the acquisition of substantially all of the assets of Cineflex, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:  April 13, 2007

AXSYS TECHNOLOGIES, INC.
(Registrant)
By:	/s/ David A. Almeida
	David A. Almeida
	Chief Financial Officer

Exhibit Index

Exhibit No.	Exhibit Description
99.1	Press release dated April 12, 2007, announcing the acquisition of substantially all of the assets of Cineflex, LLC.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AXSYS TECHNOLOGIES ACQUIRES CINEFLEX CAMERA SYSTEMS

Conference Call Scheduled for April 13, 2007 at 10:00 am ET

ROCKY HILL, CT — April 12, 2007 — Axsys Technologies, Inc. (NASDAQ: AXYS) today announced that it has acquired substantially all of the assets of Cineflex LLC, a privately held manufacturer of high-precision gyro-stabilized aerial camera systems, for $27 million in cash, with possible additional cash consideration to be paid upon the attainment of certain revenue targets fixed largely over the next 36 months.

Cineflex is a technology leader in the design and manufacture of highly stable, multi-sensor, multi-axis surveillance platforms serving customers in federal and local government, and in the motion picture and electronic news gathering industries.  A pioneer in high-definition aerial surveillance technology, Cineflex develops ultra-stable camera systems for applications such as long range license plate identification and the observation of suspected criminals.  The unique ability of Cineflex’s products to track targets from great distances led to its extensive use for animal photography in the recent BBC/Discovery HD production, “Planet Earth”.  Cineflex employs approximately 25 people at its Grass Valley, California headquarters.  Total unaudited revenue for the 2006 calendar year was $8.7 million with operating income of approximately 25%.

“This acquisition brings critical, high-value technology to Axsys, and opens the door to significant new markets,” said Stephen W. Bershad, Chairman and CEO of Axsys Technologies.   “Camera system stabilization is essential in airborne and seaborne surveillance and reconnaissance applications, and Cineflex’s technology is state-of-the-art.  By combining Cineflex’s products and capabilities with Axsys’ expertise in visible and infrared lenses and cameras, Axsys will reinforce its position as the technology leader in the industry.  This highly synergistic transaction is expected to generate $11M in revenue for Axsys during 2007 and will be moderately accretive to earnings after taking into account incremental amortization resulting from merger accounting.”

John Coyle, founder of Cineflex and co-owner, added, “The entire Cineflex team is excited to be joining Axsys Technologies.  The technical fit could not be better, and Axsys’ strong reputation as a leading vertically integrated supplier of surveillance solutions among defense and homeland security customers worldwide is sure to accelerate the growth of our gyro-stabilized camera business.  Together we will clearly be a powerful force in the industry.”

“Cineflex customers are astounded by the stunning images produced by our company’s camera systems,” continued Alan Purwin, co-owner of Cineflex.  “As part of the Axsys team, we intend to accelerate the adoption of this important technology by force protection, homeland security, and first-responder customers worldwide.”

Strategic Highlights:

·Significantly enhances Axsys’ market position as a leading supplier of vertically integrated surveillance systems to defense and homeland security customers.

·Marries Cineflex’s multi-axis stabilization technology with Axsys’ optics and camera technologies, enabling the development of high-performance, military-grade airborne systems, opening a large new market for both companies.

·Vertically integrates the Cineflex multi-sensor camera system with its largest cost driver, the Axsys infrared camera.

·Presents new opportunities for Axsys optical products in the motion picture and electronic news gathering industries by leveraging Cineflex’s strong reputation in those markets.

·Directly supports Axsys’ strategy to leverage its optics and motion-control capabilities to increase the value-added content of its solutions.

Financial Highlights:

·Acquisition is structured as an asset purchase.

·Initial transaction consideration of $27 million in cash.

·Incremental contingent cash payments of up to $42.5 million are possible if certain revenue targets are exceeded as part of a three-year earn-out agreement.

·A second contingent payment of up to 10% of all revenues recognized from multi-year orders in backlog at the end of the earn-out period is possible if revenues in the fourth year from the acquisition date exceed $40 million.

·Transaction financed with cash on hand and borrowings under a revolving credit facility.

Conference Call

Management will conduct a conference call to discuss the proposed acquisition on Thursday, April 13, 2007 at 10:00 am ET. Shareholders, institutional investors and equity research analysts are invited to participate in the call by dialing 1-866-356-3377 and entering conference pass code 57151357. The conference call will be webcast live via the Investor Relations section of the Company’s web site at www.axsys.com. A replay of the webcast will be available shortly after the conclusion of the call for a period of approximately 90 days.

About Axsys

Axsys Technologies, Inc. is a vertically integrated supplier of precision optical solutions for high technology applications, serving the aerospace, defense and high performance commercial markets.  For more information, visit www.axsys.com.

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by the use of the words such as “expect,” “anticipate,” “plan,” “may,”  “will,” “estimate” or other similar expressions.  Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially.  Important factors, which could cause actual results to differ materially, are described in Axsys’ reports on Form 10-K and Form 10-Q on file with the Securities and Exchange Commission, including without limitation: changes in the U.S. federal government spending priorities; the Company’s ability to compete in the industries in which it operates, including the introduction of competing products or technologies by other companies and/or pricing pressures from competitors and/or customers; the potential for the Company’s backlog to be reduced or cancelled; the Company’s ability to implement its acquisition strategy and integrate its acquired companies successfully, including the acquisition of Cineflex; the Company’s ability to manage costs under the Company’s fixed-price contracts effectively; and changes in general economic and business conditions.  These statements reflect the Company’s current beliefs and are based upon information currently available to Axsys.   Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time, and we specifically disclaim any obligation to update these statements.

Contacts
Axsys Technologies, Inc.	Axsys Technologies, Inc.
David A. Almeida, CFO	Geoffrey Ling, Director of Investor Relations
(860) 257-0200	(860) 594-5773
	Invest@Axsys.com