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) May 30, 1997
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AXSYS TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-16182 11-1962029
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(State or other jurisdiction) (Commission) (IRS Employer
Identification Number)
645 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of principal executive offices, including zip code)
(212) 593-7900
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Registrant's telephone number, including area code
On May 30, 1997, Axsys Technologies, Inc. a Delaware Corporation (the
"Company") acquired Teletrac, Inc., a California corporation ("Teletrac"). This
transaction was reported on Item 2 on Form 8-K, dated June 13, 1997.
This form 8-K, dated August 13, 1997, provides the pro forma financial
information required by Item 7(b) as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma condensed statements of operations
of the Company for the three months ended March 31, 1997 (attached
as Exhibit 7(b)(.1)) and the year ended December 31, 1996 (attached
as Exhibit 7(b)(.2)), present results for the Company as if the
Company's acquisition of Teletrac had occurred as of January 1,
1996. Teletrac's fiscal year does not coincide with a calendar year.
As such, the pro forma condensed statements of operations for the
three months ended March 31, 1997 and the year ended December 31,
1996, include Teletrac's historical results for the quarter ended
April 30, 1997 and the year ended January 31, 1997, respectively.
The pro forma condensed balance sheet of the Company as of March 31,
1997 (attached as Exhibit 7(b)(.3)) gives effect to the acquisition
as if it had occurred as of March 31, 1997. The unaudited pro forma
financial information does not purport to represent what the
Company's financial position or results of operations actually would
have been had the acquisition in fact occurred on the dates
indicated, or to project the Company's financial position or results
of operations for any future date or period. The pro forma
adjustments are based on available information and certain
assumptions that the Company currently believes are reasonable in
the circumstances. The unaudited financial information should be
read in conjunction with the accompanying notes thereto (attached as
Exhibit 7(b)(.4)); the separate historical condensed financial
statements of the Company as of and for the three month period ended
March 31, 1997 which are contained in the Company's Quarterly Report
on Form 10-Q for such period; and the historical financial
statements of the Company as of and for the year ended December 31,
1996 which are contained in the Company's Annual Report on Form 10-K
for such period.
The pro forma adjustments and pro forma combined amounts are
provided for informational purposes only. The Company's financial
statements will reflect the effects of the acquisition and related
financing transaction only from the date such events occurred. The
pro forma adjustments are applied to the historical financial
statements to, among other things, account for the acquisition as a
purchase. Under purchase accounting, the total purchase cost will be
allocated to the Teletrac assets and liabilities based on their fair
values. Allocations are subject to analysis and valuations as of the
date of the acquisition which are not yet completed. Accordingly,
the final allocations will be different from the amounts reflected
herein. Although the final allocations will differ, the unaudited
pro forma financial information reflects management's best estimate
based on currently available information.
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.
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Registrant
Date: August 13, 1997 By: /s/ Raymond F. Kunzmann
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Raymond F. Kunzmann
Vice President
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