-----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, AYILZVoBiigklb7WqltnCBGlkWa/G5qaNW0159dtHzIrMdA+hSb950Vtygx/8VtH tfXQno82FmnB9+RWS4d7kA== 0000889812-98-000608.txt : 19980312 0000889812-98-000608.hdr.sgml : 19980312 ACCESSION NUMBER: 0000889812-98-000608 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980311 SROS: NASD GROUP MEMBERS: GILDEA JOHN W GROUP MEMBERS: NETWORK FUND III, LTD. GROUP MEMBERS: NETWORK IV LLC 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 SEC ACT: SEC FILE NUMBER: 005-06258 FILM NUMBER: 98563388 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: GILDEA JOHN W CENTRAL INDEX KEY: 0000948344 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G 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 1 STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* AXSYS Technologies, Inc. ------------------------ (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) 054615 10 9 ----------- (CUSIP Number) March 9, 1998 ------------------------------------------------------- (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-(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 9 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 270,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 270,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 270,000 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 6.6% 12 Type of Reporting Person (See Instructions) IN Page 2 of 9 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 245,000 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 245,000 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 245,000 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 6.0% 12 Type of Reporting Person (See Instructions) CO Page 3 of 9 SCHEDULE 13G CUSIP No. 0546151009 ---------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Network IV LLC 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 0 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 0 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 00% 12 Type of Reporting Person (See Instructions) CO Page 4 of 9 Item 1. (a) Name of Issuer AXSYS Technologies, Inc. (b) Address of Issuer's Principal Executive Offices 645 Madison Avenue New York, New York 10022 Item 2. (a) Name of Persons Filing John W. Gildea Network Fund III, Ltd. Network IV LLC (See note to Item 2(a)) Note to Item 2(a): In February 1998, Network IV LLC was merged with and into Network Fund III, Ltd. with Network Fund III, Ltd. being the surviving company, resulting in the transfer to Network Fund III, Ltd. of beneficial ownership of the 22,000 shares of Common Stock of AXSYS Technologies, Inc. then owned by Newtork IV LLC and as reported in Amendment No. 1 to the Schedule 13D filed on behalf of each of Network IV LLC, Network Fund III, Ltd. and John W. Gildea with the Securities and Exchange Commission on January 7, 1998. This Schedule 13G represents the final reporting on behalf of Network IV LLC with respect to AXSYS Technologies, Inc. (b) Address of Principal Business Office or, if none, Residence John W. Gildea 115 East Putnam Avenue Greenwich, Connecticut 06830 Network Fund III, Ltd. Network IV LLC (See note to Item 2(a)) 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 Network IV LLC - Cayman Islands (See note to Item 2(a)) (d) Title of Class of Securities Common Stock, par value $.01 per share Page 5 of 9 (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); (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 March 9, 1998) (a) Amount Beneficially Owned (See note to Item 4(a)). John W. Gildea - 270,000 Network Fund III, Ltd. - 245,000 Network IV LLC - 0 (See note to Item 2(a)) Note to Item 4(a): The 270,000 shares of Common Stock owned by John W. Gildea includes the 245,000 shares of Common Stock owned by Network Fund III, Ltd. Page 6 of 9 (b) Percent of Class John W. Gildea - 6.6% Network Fund III, Ltd. - 6.0% Network IV LLC - 0% (See note to Item 2(a)) (c) Number of shares as to which such person has: i) sole power to vote or to direct the vote John W. Gildea - 270,000 Network Fund III, Ltd. - 245,000 Network IV LLC - 0 (See note to Item 2(a)) ii) shared power to vote or to direct the vote John W. Gildea - 0 Network Fund III, Ltd. - 0 Neetwork IV LLC (See note to Item 2(a)) iii) sole power to dispose or to direct the disposition of John W. Gildea - 270,000 Network Fund III, Ltd. - 245,000 Network IV LLC - 0 (See note to Item 2(a)) iv) shared power to dispose or to direct the disposition of John W. Gildea - 0 Network Fund III, Ltd. - 0 Netwrok IV LLC - 0 (See note to Item 2(a)) Item 5. Ownership of Five Percent or Less of a Class Not applicable. See Note to Item 2(a). Item 6. Ownership of More than Five Percent on Behalf of Another Person Mr. John W. Gildea is the Chairman of the Board of Directors, Chief Executive Officer, President, a director and sole stockholder of Gildea Management Company, a Delaware corporation ("GMC"), which corporation has the power to dispose of the 270,000 shares of Common Stock beneficially owned by Network Fund III, Ltd. (the "Network Shares"), by virtue of an Investment Advisory Agreement, dated February 26, 1996, between GMC and Network Fund III, Ltd. As a result, Mr. Gildea may be deemed to beneficially own the Network Shares. Mr. Gildea also owns 25,000 shares of Common Stock in his individual capacity. Page 7 of 9 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. 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. March 9, 1998 -------------------------- 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 8 of 9 NETWORK IV LLC By: GILDEA MANAGEMENT COMPANY Investment Advisor By: /s/John W. Gildea ----------------------- Name: John W. Gildea Title: President Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----