-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UtngAkzNAw0PhzJC+GeF7W8y7jSxvWpNvegdjjd5o3U/Fhr8K+a/epXE+93k9ai4 65+qrkuR3lPeKuEaJEFMNg== 0000806085-97-000177.txt : 19971107 0000806085-97-000177.hdr.sgml : 19971107 ACCESSION NUMBER: 0000806085-97-000177 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06258 FILM NUMBER: 97709321 BUSINESS ADDRESS: STREET 1: 645 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125937900 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: 3 WORLD FINANCIAL CNTR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER 15TH FL STREET 2: 2 WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13D/A 1 AXSYS TECHNOLOGIES INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 18 Under the Securities Exchange Act of 1934 AXSYS TECHNOLOGIES INC. (Formerly Vernitron Corporation) (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 054615109000 (CUSIP Number) Jennifer Marre Secretary Lehman Brothers Holdings Inc. 3 World Financial Center, 24th Floor New York, NY 10285 (212) 526-1936 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) October 27, 1997 (Date of Event which required Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 054615109000 1) Names of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lehman Electric Inc. 13-3429417 2) Check the Appropriate box if a Member of a Group (see instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (see instructions) WC 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] 6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power -0- 8) Shared Voting Power -0- 9) Sole Dispositive Power -0- 10) Shared Dispositive Power -0- 11) Aggregate Amount Beneficially Owned by Each Reporting Person -0- 12) Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] 13) Percent of Class Represented by Amount in Row 9 0.0% 14) Type of Reporting Person CO After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 27, 1997 LEHMAN ELECTRIC INC. By: /s/ Jennifer Marre --------------------- Name: Jennifer Marre Title: Secretary Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.01 (the "Common Stock"), of Axsys Technologies, Inc., a Delaware corporation ("Axsys"). The address of the principal executive offices of Axsys is 645 Madison Avenue, New York, NY 10022. Item 2. Identity and Background This statement is filed on behalf of the following entity: Lehman Electric Inc., a Delaware corporation ("Lehman Electric") 3 World Financial Center 200 Vesey Street New York, NY 10285 The following entity is a control person (the "Control Person") of the Reporting Person: Lehman Brothers Holdings Inc., a Delaware corporation("Holdings"), 3 World Financial Center 200 Vesey Street New York, NY 10285 Holdings through its domestic and foreign subsidiaries is a full-line securities firm and is the parent of Lehman Electric. The names, residence or business addresses, citizenships and present principal occupations or employment of the senior executive officers and directors of the Reporting Person are set forth in Appendix A hereto. Neither the Reporting Person, or to the best knowledge of the Reporting Person, the Control Person or any of the persons listed in Appendix A hereto have during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source of Funds or Other Consideration See Item 4. Item 4. Purpose of Transaction Pursuant to an Underwriting Agreement dated October 21,1997 by and among Axsys, Lehman Electric and NationsBanc Montgomery Securities, Inc., Furman Selz LLC and Oppenhiemer & Co., Inc. (the "Underwriting Agreement"), Lehman Electric proposed to sell an aggregate of 463,741 shares of Common Stock of Axsys (constituting all shares beneficially owned) as part of a public offering of an aggregate of 1,064,809 shares of Common Stock of Axsys, pursuant to the registration Statement on Form S-1 (No.333- 36027), to NationsBanc Montgomery Securities, Inc., Furman Selz LLC and Oppenhiemer & Co., Inc. (the "Underwriters"). Lehman Brothers received $25.38 per share for a total of $11,769,747.Lehman Brothers agreed to reimburse Axsys for 30.3% of thecosts, fees and expenses that it incurred in connection with the underwriting and that are described in Section 4 of the Underwriting Agreement. Item 5. Interest in Securities of the Issuer (a) See Item 4. (b) See Item 4. (c) Lehman Brothers Inc. and other affiliates in the ordinary course of business as broker dealers, may have purchased and sold shares of Common Stock on behalf of their customers. (d) Neither the Reporting Person or to the best knowledge of the Reporting Person, Control Person or any of the persons listed in Appendix A hereto know of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Person, other than customers of Lehman Brothers over whose shares Lehman Brothers may have investment discretion. (e) This statement is being filed to report that as of October 27, 1997, the Reporting Person has ceased to be the beneficial owner of more than 5% of the class of securities covered by this report. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4. Eliot M. Fried has been a director of Axsys since 1994. He is a Managing Director of Lehman Brothers and a Vice President of Lehman Electric. Item 7. Material to be Filed as Exhibits. Form of Underwriting Agreement incorporated by reference as Exhibit 1.1 to Registration Statement File No. 333-36027. APPENDIX A LEHMAN BROTHERS HOLDINGS INC. BOARD OF DIRECTORS NAME / TITLE BUSINESS ADDRESS Michael L. Ainslie Lehman Brothers Holdings Inc. Private Investor and former 3 World Financial Center President and Chief Executive New York, New York 10285 Officer of Sotheby's Holdings John F. Akers Lehman Brothers Holdings Inc. Retired Chairman of 3 World Financial Center International Business Machines New York, New York 10285 Corporation Roger S. Berlind Lehman Brothers Holdings Inc. Theatrical Producer 3 World Financial Center New York, New York 10285 Thomas H. Cruikshank Lehman Brothers Holdings Inc. Retired Chairman and Chief 3 World Financial Center Executive Officer of Halliburton New York, New York 10285 Company Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive 3 World Financial Center Officer of Lehman Brothers Holdings New York, NY 10285 Inc. Henry Kaufman Lehman Brothers Holdings Inc. President of Henry Kaufman & 3 World Financial Center Company, Inc. New York, NY 10285 Hideichiro Kobayashi* Lehman Brothers Holdings Inc. General Manager for the Americas 3 World Financial Center Nippon Life Insurance Co. New York, NY 10285 John D. Macomber Lehman Brothers Holdings Inc. Principal of JDM Investment Group 3 World Financial Center New York, NY 10285 Dina Merrill Lehman Brothers Holdings Inc. Actress and Director and Vice 3 World Financial Center Chairman of RKO Pictures, Inc. New York, NY 10285 Masahiro Yamada* Lehman Brothers Holdings Inc. Managing Director 3 World Financial Center Nippon Life Insurance Company New York, NY 10285 LEHMAN BROTHERS HOLDINGS INC. EXECUTIVE OFFICERS NAME / TITLE BUSINESS ADDRESS Richard S. Fuld, Jr. Lehman Brothers Holdings Inc. Chairman and Chief Executive Officer 3 World Financial Center of Lehman Brothers Holdings Inc. New York, NY 10285 Jeremiah M. Callaghan Lehman Brothers Holdings Inc. Chief of Operations and Technology 3 World Financial Center New York, NY 10285 John L. Cecil Chief Administrative Officer Lehman Brothers Holdings Inc. 3 World Financial Center New York, NY 10285 Thomas A. Russo Lehman Brothers Holdings Inc. Chief Legal Officer 3 World Financial Center New York, NY 10285 Charles B. Hintz Lehman Brothers Holdings Inc. Chief Financial Officer 3 World Financial Center New York, NY 10285 LEHMAN ELECTRIC INC. BOARD OF DIRECTORS NAME BUSINESS ADDRESS Eliot M. Fried Lehman Brothers Inc. Director 3 World Financial Center New York, NY 10285 - ----- All above individuals are citizens of the United States except those individuals with an * who are citizens of Japan. -----END PRIVACY-ENHANCED MESSAGE-----