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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________________ TO _______________________
COMMISSION FILE NO.: 0-16182
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 Number)
175 CAPITAL BOULEVARD, SUITE 103
ROCKY HILL, CONNECTICUT 06067
(Address of principal executive offices) (Zip Code)
(860) 257-0200
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $.01 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [].
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of the close of business March 7, 2001, $56,786,000.
Common Stock outstanding at March 7, 2001: 4,684,841 shares.
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AXSYS TECHNOLOGIES, INC.
FORM 10-K/A NO. 1
Axsys Technologies, Inc., a Delaware corporation ("Axsys") hereby
amends its Form 10-K for the fiscal year ended December 31, 2000 (the "Form
10-K").
Item 5 of the Form 10-K is hereby amended to read in its entirety as
follows:
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Axsys' common stock trades on The Nasdaq Stock Market under the Symbol
"AXYS". The following table sets forth the range of high and low sales
prices as reported by The Nasdaq Stock Market:
2000 1999
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High Low High Low
------------ ----------- ----------- ----------
Fiscal Years Ended
December 31:
First Quarter $ 15 $ 11 3/4 $ 20 $ 13 5/8
Second Quarter 17 11 7/8 18 9 3/4
Third Quarter 36 1/2 17 16 1/4 9 7/8
Fourth Quarter 49 7/8 18 7/8 16 9 3/8
On March 7, 2001, the high and low sales price were $18 3/4 and $17,
respectively.
On March 7, 2001, the approximate number of holders of record of Axsys'
common stock was 504.
DIVIDEND POLICY
Axsys has applied and currently intends to continue to apply its
retained and current earnings toward the development of its business and to
finance its growth. Axsys did not pay dividends on its common stock during
the three years ended December 31, 2000, and does not anticipate paying
cash dividends in the foreseeable future.
SALES OF UNREGISTERED SECURITIES
The following information relates to all securities of Axsys sold by
Axsys during the year ended December 31, 2000 which were not registered
under the Securities Act of 1933 ("Securities Act") as of the date of
issuance:
On October 18, 2000, Axsys acquired Automation Engineering, Inc. and
issued an aggregate of 666,667 shares of Axsys common stock to Andre B. By,
G. Justin Roe and Carl M. Burke as consideration for the sale of their
interests in Automation Engineering, Inc. This transaction was exempt from
registration under the Securities Act pursuant to Section 4(2) as a
transaction not involving any public offering. Each of Mssrs. By, Roe and
Burke agreed to acquire his shares for his own account, for investment and
not with a view to the distribution of the shares. Further, Axsys notified
each of them that the shares had not been registered under the Securities
Act and applicable state securities laws and that the shares may not be
sold or otherwise disposed of unless the sale or disposition is registered
under the Securities Act and applicable state securities laws or is exempt
from such registration. Appropriate legends were affixed to the stock
certificates issued in this transaction.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 1, 2001 AXSYS TECHNOLOGIES, INC.
------------ (REGISTRANT)
By /s/ JOHN E. HANLEY
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JOHN E. HANLEY
VICE PRESIDENT AND CHIEF FINANCIAL
AND ACCOUNTING OFFICER