-----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, IG4sjPqOjKYfqHH3wG5JhFvSHREm2O9f4aaZndk+qStpEp1d7FA+Lo8IV3KA2lbp 14Ze5DhvvKbhHDtC1OIhww== /in/edgar/work/0000912057-00-046593/0000912057-00-046593.txt : 20001102 0000912057-00-046593.hdr.sgml : 20001102 ACCESSION NUMBER: 0000912057-00-046593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001030 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: [3621 ] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-16182 FILM NUMBER: 749987 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 8-K 1 a2028960z8-k.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF THE REPORT: OCTOBER 30, 2000 COMMISSION FILE NUMBER 0-16182 ------ AXSYS TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 11-1962029 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 175 CAPITAL BOULEVARD, SUITE 103 ROCKY HILL, CONNECTICUT 06067 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 257-0200 --------------- ================================================================================ ITEM 5. OTHER EVENTS. In a press release on October 3, 2000, Axsys Technologies, Inc. (Nasdaq: AXYS) announced they entered into a definitive agreement to acquire Automation Engineering, Inc. of Woburn, Massachusetts. The text of this press release is attached hereto as Exhibit 1. In a press release on October 18, 2000, Axsys Technologies, Inc. announced that it had completed its merger with Automation Engineering, Inc. The text of this press release is attached hereto as Exhibit II. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibit I Axsys Technologies, Inc. Press Release dated October 03, 2000 Exhibit II Axsys Technologies, Inc. Press Release dated October 18, 2000 SIGNATURES 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, thereunto duly authorized. Date: October 30, 2000 AXSYS TECHNOLOGIES, INC. (Registrant) By: /S/JOHN E. HANLEY John E. Hanley Chief Financial Officer 2 EX-99.I 2 a2028960zex-99_i.txt EXHIBIT 99.I EXHIBIT I [LOGO] EXECUTIVE OFFICES FOR IMMEDIATE RELEASE CONTACT: Mark J. Bonney President & Chief Operating Officer Axsys Technologies, Inc. (860) 257-0200 AXSYS TECHNOLOGIES SIGNS DEFINITIVE MERGER AGREEMENT WITH AUTOMATION ENGINEERING INC., AND ANNOUNCES FORMATION OF AXSYS FIBER AUTOMATION DIVISION AND AXSYS AUTOMATION GROUP - -------------------------------------------------------------------------------- ROCKY HILL, CT - OCTOBER 3, 2000 - Axsys Technologies, Inc. (Nasdaq: AXYS), a global leader in designing, manufacturing and distributing micro-positioning and precision optical products, today announced that it has signed a definitive agreement to acquire Automation Engineering Inc., a supplier of automation tools and controls to the fiber optic components market, for 666,667 shares of Axsys Technologies common stock. The transaction will be accounted for as a pooling of interests and is expected to close within the next few weeks. Automation Engineering Inc. (AEI) has been a supplier of automation tools and control systems to the fiber optics industry for over 5 years, integrating machine vision, precision positioning and material handling, all controlled with its proprietary FlexAuto-TM- software. AEI recorded sales in the quarter ended June 30, 2000 of $389 thousand and orders in the twelve months ended June 30, 2000 totaling $1.7 million. AEI's core competency in fiber handling has been successfully applied in several fiber automation applications including fiber and photonic component alignment and assembly, optical MEMs (micro-electromechanical ) test and inspection systems and fiber drawing towers, many focused on the fast growing dense wave division multiplexing ("DWDM") market in telecommunications. Stephen Bershad, Chairman and CEO of Axsys stated, "The acquisition of AEI is an ideal complement to our core micro-positioning business, and one that allows us to leverage our vertically integrated precision positioning business into the fast growing fiber optic component automation market." Due to the high growth in demand for fiber capacity, there is an increasing need to improve the accuracy and yield of fiber optic component products, in fabrication, assembly and test. Mark Bonney, President and COO of Axsys added, "While Axsys has participated in this industry as a supplier of subsystems for in-house automation tools, the combination with AEI expands the scope of our product offering. In addition, AEI's access to our micro-positioning products will allow the development of proprietary positioning stage products that will advance the state of micro-positioning accuracy, while seamlessly integrating vision systems and robotic handling into turnkey integrated solutions for our customers." AXSYS TECHNOLOGIES, INC. - 175 CAPITAL BOULEVARD - SUITE 103 - ROCKY HILL, CT 06067 860.257.0200 - FAX: 860.594-5750 - web: www.axsys.com 3 Andre By, President and Technical Director of AEI stated, "By joining with Axsys, we will be able to benefit from Axsys' vertically integrated positioning capabilities, allowing us to develop next generation systems with proprietary micro-positioning systems unavailable from competing system integrators. Equally important, Axsys will provide us with the critical mass and financial resources necessary to support the rapid growth inherent in supporting the fiber components market." The Company also announced it has formed the Axsys Fiber Automation Division in Pittsburgh, PA headed by Michael Formica, formerly Director of Product Marketing at Aerotech, Inc. Initially staffed with six multi-disciplined engineers, this operation will focus on designing proprietary automation tools specifically for the fiber optics market, designed around next generation mechanical micro-positioning platforms. Michael Formica commented "Axsys is providing the foundation to build a first class automation company, leveraging its existing engineering and manufacturing resources with the recent addition of engineers deeply rooted in the fiber automation industry." The acquisition of AEI, combined with Axsys Fiber Automation Division and Axsys' existing micro-positioning airbearing stage operation in Santa Barbara, CA will form Axsys' Automation Group. Mark Bonney added, "We are very excited to add substantially to our capabilities and to create this new group within Axsys. Given the rapid growth forecasted in the fiber automation market, over the next 18 months, we expect to invest heavily in this group as we continue to add talented engineering, operations and sales personnel in order to build it into a formidable supplier. While these investments will have a negative impact on our near term earnings, we expect substantial returns in the future." Axsys management invites you to listen to a conference call regarding this announcement to be held on Wednesday, October 4, 2000 at 11:00 a.m. EDT. The call number is (888) 694-1321. Axsys Technologies, Inc. designs, manufactures, markets and distributes micro-positioning and precision optical products for a variety of markets, including defense, space, digital imaging and electronics capital equipment. The company also distributes precision ball bearings for industrial, consumer and other commercial applications. For more information, contact Axsys Technologies, Inc., www.axsys.com. This news release contains certain forward-looking statements. The company's business is subject to various risks and uncertainties. As a result, actual future results and developments may be materially different from those expressed or implied in any forward-looking statement. Disclosure regarding factors affecting the company's future results and developments is contained in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report and Form 10-K for the fiscal year ended December 31, 1999. 4 EX-99.II 3 a2028960zex-99_ii.txt EXHIBIT 99.II EXHIBIT II [LOGO] EXECUTIVE OFFICES FOR IMMEDIATE RELEASE CONTACT: Mark J. Bonney President & Chief Operating Officer Axsys Technologies, Inc. (860) 257-0200 AXSYS TECHNOLOGIES COMPLETES MERGER WITH AUTOMATION ENGINEERING INC. - -------------------------------------------------------------------------------- ROCKY HILL, CT - OCTOBER 18, 2000 - Axsys Technologies, Inc. (Nasdaq: AXYS), a global leader in designing, manufacturing and distributing micro-positioning and precision optical products, today announced that it has completed its merger with Automation Engineering Inc.(AEI) which was previously announced on October 3rd. The acquisition of AEI for 666,667 shares of Axsys Technologies common stock will be accounted for as a pooling of interests. Axsys Technologies, Inc. is a vertically integrated supplier of precision system solutions for high technology applications including aerospace guidance and electronic capital equipment serving the data storage, semiconductor, and fiber optic components markets. This has been achieved by creating a precision systems capability that leverages Axsys' unique component capabilities. For more information, contact Axsys Technologies, Inc., www.axsys.com. This news release contains certain forward-looking statements. The Company's business is subject to various risks and uncertainties. As a result, actual future results and developments may be materially different from those expressed or implied in any forward-looking statement. Disclosure regarding factors affecting the Company's future results and developments is contained in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report and Form 10-K for the fiscal year ended December 31, 1999. AXSYS TECHNOLOGIES, INC. - 175 CAPITAL BOULEVARD - SUITE 103 - ROCKY HILL, CT 06067 860.257.0200 - FAX: 860.594-5750 - web: www.axsys.com 5 -----END PRIVACY-ENHANCED MESSAGE-----