-----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, WcL65pkqPq9qB/gSHubuW6D0aZrRLMrmh8KYabZsqAqXEHhKuA6g5B0YJtaidc8v x0Wi9gAx5KZvcNKeek5nYg== 0000889812-00-002462.txt : 20000524 0000889812-00-002462.hdr.sgml : 20000524 ACCESSION NUMBER: 0000889812-00-002462 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000523 GROUP MEMBERS: GILDEA JOHN W GROUP MEMBERS: NETWORK FUND III, LTD. 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 13G/A SEC ACT: SEC FILE NUMBER: 005-06258 FILM NUMBER: 642251 BUSINESS ADDRESS: STREET 1: 910 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2018711500 MAIL ADDRESS: STREET 2: 910 SYLVAN AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILDEA JOHN W CENTRAL INDEX KEY: 0000948344 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GILDEA MANAGEMENT CO STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036290861 MAIL ADDRESS: STREET 1: C/O GILDEA MANAGEMENT CO STREET 2: 115 EAST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 SCHEDULE 13G PURSUANT TO RULE 13D-1(C) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AXSYS Technologies, Inc. ------------------------ (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 054615 10 9 ----------- (CUSIP Number) May 18, 2000 ------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 SCHEDULE 13G CUSIP No. 0546151009 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person John W. Gildea 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. |_| b. |X| 3 SEC Use Only 4 Citizenship or Place of Organization United States 5 Sole Voting Power Number of 192,318 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 192, 318 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 192,318 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | 11 Percent of Class Represented By Amount in Row 9 4.83% 12 Type of Reporting Person (See Instructions) IN Page 2 of 7 SCHEDULE 13G CUSIP No. 0546151009 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Network Fund III, Ltd. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. |_| b. |X| 3 SEC Use Only 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power Number of 157,318 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 157,318 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 157,318 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | | 11 Percent of Class Represented By Amount in Row 9 3.95% 12 Type of Reporting Person (See Instructions) CO Page 3 of 7 Item 1. (a) Name of Issuer AXSYS Technologies, Inc. (b) Address of Issuer's Principal Executive Offices 910 Sylvan Avenue Englewood Cliffs, New Jersey 07632 Item 2. (a) Name of Persons Filing John W. Gildea Network Fund III, Ltd. (b) Address of Principal Business Office or, if none, Residence John W. Gildea 115 East Putnam Avenue Greenwich, Connecticut 06830 Network Fund III, Ltd. P.O. Box 219 Butterfield House Grand Cayman, Cayman Islands B.W.I. (c) Citizenship John W. Gildea - United States Network Fund III, Ltd. - Cayman Islands (d) Title of Class of Securities Common Stock, par value $.01 per share (e) CUSIP Number 054615 10 9 Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss. 240.13d-2(b) or (c), check whether the person filing is a: (a) /_/ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) /_/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) /_/ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); Page 4 of 7 (d) /_/ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) /_/ An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) /_/ An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); (g) /_/ A parent holding company or control person in accordance with ss. 240.13d-1(b)(ii)(G); (h) /_/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) /_/ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) /_/ Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to ss. 240.13d-1(c), check this box. |X| Item 4. Ownership (at February 7, 2000) (a) Amount Beneficially Owned (See note to Item 4(a)). John W. Gildea - 192,318 Network Fund III, Ltd. - 157,318 Note to Item 4(a): The 192,318 shares of Common Stock owned by John W. Gildea includes the 157,318 shares of Common Stock owned by Network Fund III, Ltd. (b) Percent of Class John W. Gildea - 4.83% Network Fund III, Ltd. - 3.95% (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote John W. Gildea - 192,318 Network Fund III, Ltd. - 157,318 ii) shared power to vote or to direct the vote John W. Gildea - 0 Network Fund III, Ltd. - 0 Page 5 of 7 iii) sole power to dispose or to direct the disposition of John W. Gildea - 192,318 Network Fund III, Ltd. - 157,318 iv) shared power to dispose or to direct the disposition of John W. Gildea - 0 Network Fund III, Ltd. - 0 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [ X ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 6 of 7 SIGNATURE 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. May 23, 2000 ------------ Date /s/ John W. Gildea ------------------------------ John W. Gildea NETWORK FUND III, LTD. By: GILDEA MANAGEMENT COMPANY Investment Advisor By: /s/ John W. Gildea ------------------------- Name: John W. Gildea Title: President Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----