SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) DECEMBER 4, 1996
----------------
AXSYS TECHNOLOGIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-16182 11-1962029
-------- ------- ----------
(State or other jurisdiction) (Commission) (IRS Employer
Identification Number)
645 MADISON AVENUE, NEW YORK, NEW YORK 10022
---------------------------------------------
(Address of principal executive offices, including zip code)
(212) 593-7900
--------------
Registrant's telephone number, including area code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Axsys Technologies, Inc. (the "Company") sold its indirect, wholly-owned
subsidiary, L&S Machine Company, Inc. ("L&S"), to Tru-Circle Manufacturing, Inc.
on December 11, 1996, for an aggregate purchase price of approximately
$13,300,000, subject to a post-closing adjustment. The purchase price includes
the assumption of approximately $1,800,000 in long-term capitalized leases.
Cash proceeds of approximately $11,500,000 have been used to pre-pay
indebtedness under the Company's bank credit agreement. The Company acquired
L&S as part of its acquisition of Precision Aerotech, Inc. on April 25, 1996.
L&S is a direct, wholly-owned subsidiary of Precision Aerotech, Inc. As
previously reported in the Company's Forms 10-QA-1 for the quarters ended June
30, 1996 and September 30, 1996, L&S was classified as an asset held for
disposal since its acquisition by the Company. No gain or loss will be recorded
in connection with the sale of L&S.
L&S manufactures structural components for the aerospace industry. Axsys
sold L&S because it does not fit Axsys' long-term strategy of expanding its
position in the precision optical scanning and positioning markets.
Attached as Exhibit 2 to this Form 8-K is the Stock Purchase Agreement
relating to the sale of L&S.
ITEM 5. OTHER EVENTS
Effective December 4, 1996, the Company changed its name to Axsys
Technologies, Inc. The press release, dated December 3, 1996, announcing the
name change, and the Certificate of Ownership and Merger effecting such change
under Delaware law, are attached as Exhibits 3(i) and 99, respectively, to this
Form 8-K.
On December 11, 1996, the Company's common stock commenced trading on The
NASDAQ National Market under the symbol AXYS. Previously, the Company's common
stock was listed on The NASDAQ Small-Cap Market.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2 Stock Purchase Agreement, dated as of November 26, 1996, as
amended December 11, 1996, between the Company, Precision
Aerotech, Inc., Tru-Circle Corporation and Tru-Circle
Manufacturing, Inc.
Exhibit 3(i) Certificate of Ownership and Merger, dated December 3, 1996,
filed with the Secretary of State of the State of Delaware.
Exhibit 99 Press Release, dated December 3, 1996.
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
Axsys Technologies, Inc.
------------------------
Registrant
Date: DECEMBER 23, 1996 By:/s/ Raymond F. Kunzmann
----------------- -----------------------
Raymond F. Kunzmann
Vice President
2