UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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~~ June 74, 2009

AXSYS TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	0-16182	11-1962029

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	0-16182	11-1962029
175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut	06067
(State or Other Jurisdiction	(Commission	(IRS Employer
(Address of Principal Executive Offices)	(Zip Code)
of Incorporation)	File Number)	Identification No.)
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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting material pursuant to Rule~~Item ~~14a-12 under~~1.01 ~~the~~Entry ~~Exchange~~into ~~Act~~a ~~(17~~Material ~~CFR~~Definitive ~~240~~Agreement.~~14a-12)~~

~~o Pre-commencement~~ On ~~communications~~June 4, ~~pursuant~~2009, toAxsys ~~Rule 14d-2~~Technologies, Inc., a Delaware corporation (b“Axsys”) ~~under~~, entered into an Agreement and Plan of Merger (the ~~Exchange~~“Merger ~~Act~~Agreement”) with General Dynamics Advanced Information Systems, Inc., a Delaware corporation (17“General ~~CFR~~Dynamics”), ~~240~~and Vision Merger Sub, Inc.~~14d-2~~, a Delaware corporation and a wholly owned subsidiary of General Dynamics’ parent (b“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Axsys will merge with and into Merger Sub (the “Merger”), with Axsys continuing as the surviving corporation (“Surviving Corporation”) and as a wholly owned subsidiary of General Dynamics’ parent.

~~o Pre-commencement~~ At ~~communications~~the ~~pursuant~~effective totime ~~Rule 13e-4~~and as a result of the Merger, each share of Axsys common stock (cincluding each restricted share, which will fully vest) ~~under~~ will be converted into the right to receive $54.00 in cash payable by General Dynamics. The closing price of Axsys common stock on June 3, 2009, the ~~Exchange~~latest ~~Act~~trading ~~(17~~day ~~CFR~~prior ~~240~~to announcement of the Merger Agreement, was $50.~~13e-4~~00. Each outstanding Axsys stock option (cwhether vested or unvested)) will be converted into the right to receive a cash payment equal to the excess, if any, of $54.00 over the exercise price of such option.

~~Item~~ Axsys ~~5.02.~~has ~~Departure~~made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants to conduct its businesses in the ordinary course between the execution and delivery of ~~Directors~~the orMerger ~~Certain~~Agreement ~~Officers;~~and ~~Election~~the consummation of ~~Directors;~~the ~~Appointment~~Merger and not to engage in certain kinds of ~~Certain~~transactions ~~Officers;~~during ~~Compensatory~~such ~~Arrangements~~period. In addition, Axsys made certain other customary covenants, including, among others, covenants, subject to certain exceptions, (A) to cause a stockholders meeting to be held to consider adopting the Merger Agreement, (B) for its Board of ~~Certain~~Directors ~~Officers~~to recommend adoption by Axsys’ stockholders of the Merger Agreement and the transactions contemplated by the Merger Agreement, (C) not to solicit proposals relating to alternative business combination transactions and (D) not to enter into discussions concerning or provide confidential information in connection with alternative business combination transactions.

On Consummation ~~May 7,~~of ~~2009,~~the ~~Axsys~~Merger ~~Technologies, Inc., a~~is ~~Delaware~~subject ~~corporation~~to ~~(the~~customary ~~“Company”)~~conditions, ~~and~~including, ~~Stephen~~among ~~W. Bershad~~others, ~~the Company’s~~(i) ~~Chairman~~approval of ~~the~~Axsys’ ~~Board~~stockholders, of(ii) expiration ~~Directors~~or ~~and~~termination ~~Chief~~of ~~Executive~~the ~~Officer,~~applicable ~~entered into an~~Hart-Scott-Rodino ~~Amended~~Act ~~and~~waiting ~~Restated~~period, ~~Employment Agreement~~ (~~the “Amended Agreement”~~iii), absence ~~which~~of ~~Amended Agreement~~any ~~replaced~~order ~~and~~or ~~superseded~~injunction inprohibiting ~~its entirety~~ the ~~Amended~~consummation ~~and~~of ~~Restated~~the ~~Employment Agreement~~Merger, ~~dated~~(iv) subject asto ofcertain ~~December 22~~exceptions, ~~2008,~~the byaccuracy ~~and~~of ~~between~~representations ~~Mr. Bershad~~ and ~~the~~warranties ~~Company (the “Original~~with ~~Employment~~respect ~~Agreement”)~~to ~~and~~Axsys’ ~~the~~business ~~Amended~~ and ~~Restated~~compliance ~~Severance Protection~~by ~~Agreement,~~Axsys ~~dated~~with asits ofcovenants ~~December 22,~~contained ~~2008,~~in bythe ~~and between Mr. Bershad~~Merger Agreement and ~~the Company~~ (~~the “SPA”~~v)~~. The~~ stockholders ~~Amended~~owning ~~Agreement~~no ~~was~~more ~~prepared~~than in12% ~~part to combine the terms~~ of ~~the~~Axsys ~~Original~~outstanding ~~Employment~~common ~~Agreement~~stock ~~and~~dissent from ~~SPA~~the ~~into a single agreement~~Merger.

~~Except~~ The asMerger ~~described~~Agreement ~~below,~~contains ~~the~~certain ~~Amended~~termination ~~Agreement~~rights for both Axsys and General Dynamics, ~~maintains~~and ~~the~~further ~~material~~provides ~~terms~~that, ofin ~~the~~connection ~~Original~~with ~~Employment~~the ~~Agreement~~termination ~~and~~of the ~~SPA. The~~ ~~Amended~~Merger Agreement ~~changes the~~under ~~terms~~specified ofcircumstances, ~~the~~Axsys ~~Original~~may ~~Employment~~be ~~Agreement~~required to pay General Dynamics a termination fee of $23.6 million and/or ~~SPA~~reimburse ascertain ~~follows:~~out-of-pocket expenses up to $2 million.

~~· the~~ The ~~Amended~~foregoing ~~Agreement~~description ~~retains~~of the ~~provision in~~Merger ~~the~~Agreement ~~SPA~~is ~~providing~~qualified ~~for~~in aits ~~gross-up~~entirety ~~payment~~by toreference ~~Mr. Bershad with respect~~ to ~~any~~the ~~golden~~full ~~parachute~~text ~~excise~~of ~~tax~~the ~~under~~Merger ~~Internal~~Agreement, ~~Revenue Code Section 4999 imposed on payments or benefits provided to Mr. Bershad and eliminates~~ a ~~potentially~~ ~~conflicting~~copy ~~provision~~of ~~from~~which ~~the~~is ~~Original~~filed ~~Employment~~as ~~Agreement that would have reduced Mr.~~Exhibit ~~Bershad’s~~2.1 ~~payments~~hereto, and ~~benefits if he received~~is ~~severance~~incorporated ~~payments~~into ~~under~~this ~~the~~report ~~Original~~by ~~Employment~~this ~~Agreement;~~reference.

· Axsys’ Chairman of the ~~Amended~~Board ~~Agreement~~and ~~retains~~Chief ~~the~~Executive ~~one~~Officer, ~~year~~Stephen W. Bershad and a holding ~~non-competition~~corporation ~~period~~controlled ~~provided~~by ~~for~~Mr. Bershad, ~~under~~who collectively beneficially own approximately 14.5% of Axsys’ outstanding common stock, have agreed, among other things, to vote their shares in favor of the ~~SPA~~adoption of the Merger Agreement pursuant to the terms of a voting agreement entered into with Merger Sub and ~~eliminates~~General Dynamics (the ~~two~~“Voting ~~year~~Agreement”). The foregoing ~~non-competition~~description ~~period~~of ~~under~~the Voting Agreement is qualified in its entirety by reference to the ~~Original~~full ~~Employment~~text of the Voting Agreement;, a copy of which is filed as Exhibit 10.1 hereto, and is incorporated into this report by this reference.

· the Amended Agreement revises the definition of the Company’s business for the purpose of the non-competition covenants to include the design and development of high-performance surveillance cameras, imaging systems or related motion control technologies and excludes any Board approved investment that Mr.Item ~~Bershad~~8.01 ~~has~~Other ~~in other companies from the~~Events ~~non-competition prohibition;~~

~~· the~~ On ~~Amended~~June 4, ~~Agreement~~2009, ~~clarifies~~Axsys ~~that~~disseminated ~~the accrued~~a ~~compensation~~memorandum ~~Mr. Bershad is entitled~~ to ~~receive~~its ~~upon~~employees adiscussing ~~termination~~the announcement of ~~employment~~the ~~includes~~signing ~~any~~of ~~unpaid~~the ~~bonus~~Merger ~~earned~~Agreement. ~~with~~A ~~respect~~copy toof the ~~fiscal~~memorandum ~~year~~is attached hereto as Exhibit 99.2 ~~prior~~and toincorporated ~~the~~into ~~year~~this ofreport ~~termination;~~by this reference.

~~· the Amended Agreement provides, with respect~~* * * to the annual incentive bonus earned in the year in which the change in control occurs, that if Mr. Bershad’s employment is not terminated prior to the last day of the fiscal year in which the change in control occurs, Mr. Bershad will receive the greater of (1) the bonus he would have gotten for the full year based on actual achievement of the performance goals or (2) the bonus he would have gotten for the full year based on the Company’s monthly annual forecast produced immediately prior the change in control and prorated based on the number of days in the fiscal year preceding the change in control; and

2Forward-Looking Statements

~~· the~~ This ~~Amended~~document ~~Agreement~~contains ~~provides~~forward-looking ~~that~~statements ~~if,~~within ~~prior to~~ the ~~last~~meaning ~~day~~of Section 21E of the Securities ~~fiscal~~Exchange ~~year~~Act inof ~~which~~1934, ~~the~~as ~~change~~amended. inOne ~~control~~can ~~occurs,~~identify ~~Mr. Bershad’s employment~~these isforward-looking ~~terminated~~statements by the use of the ~~Company~~words ~~other~~such ~~than~~as ~~for~~“expect,” ~~cause~~“anticipate,” ~~upon~~“plan,” ~~death~~“may,” “will,” “estimate” or byother Mrsimilar expressions. ~~Bershad~~ ~~for~~Because ~~good~~such ~~reason~~statements orapply ~~for~~to ~~any~~future ~~reason~~events, ~~during~~they aare ~~specified~~subject ~~period,~~to ~~Mr. Bershad~~risks and ~~will~~uncertainties ~~receive~~that acould ~~payment~~cause ~~for~~the ~~his~~actual ~~annual~~results ~~incentive~~to ~~bonus~~differ ~~equal~~materially. toImportant ~~the~~factors, ~~greater~~which could ofcause ~~(1) the~~actual ~~bonus~~results heto ~~would~~differ ~~have~~materially, ~~gotten~~including, ~~for~~without limitation: the ~~full~~ability ~~year~~to obtain ~~based~~regulatory approvals of the acquisition on the ~~Company’s~~ ~~monthly~~proposed ~~annual~~terms ~~forecast~~and ~~produced~~schedule; ~~immediately~~the ~~prior~~failure of Axsys’ stockholders to ~~his~~approve ~~termination date~~the ~~and~~acquisition; ~~prorated~~the ~~based~~risk onthat the ~~numbers~~acquisition ofmay ~~days~~not be completed in the ~~fiscal~~time ~~year~~frame ~~preceding~~expected ~~his termination~~by ~~date~~the parties or ~~(2) the~~at ~~bonus~~all; hethe ~~would~~risk ~~have~~that ~~gotten~~the ~~for~~businesses ~~the~~will ~~full~~not ~~year~~be ~~based~~integrated onsuccessfully; ~~the~~and ~~Company’s~~disruptions ~~monthly~~from ~~annual~~the ~~forecast~~acquisition ~~produced~~making ~~immediately~~it ~~prior~~more ~~the~~difficult to maintain ~~change~~relationships inwith ~~control~~customers, ~~and~~employees ~~prorated~~or ~~based~~suppliers. onAdditional ~~the~~factors ~~number~~that ofmay ~~days~~affect future results are described in ~~the~~Axsys’ ~~fiscal~~reports ~~year preceding~~on ~~the~~Form ~~change~~10-K inand ~~control~~Form 10-Q filed with the SEC.

~~The~~Additional ~~summary of the Amended Agreement described above~~Information ~~is qualified in its entirety by reference to the Amended Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.~~

On In ~~May 7,~~connection ~~2009,~~with the ~~Company~~proposed ~~and~~transaction, ~~David~~Axsys ~~A. Almeida~~will ~~agreed~~file toa ~~amend~~proxy ~~the~~statement ~~Amended~~with ~~and~~the ~~Restated Severance Protection~~SEC. ~~Agreement,~~INVESTORS ~~dated~~ARE asURGED ofTO ~~December 22,~~READ ~~2008~~THE ~~(the~~PROXY ~~“Almeida~~STATEMENT ~~SPA”),~~WHEN byIT ~~and between~~BECOMES ~~the~~AVAILABLE ~~Company~~BECAUSE ~~and~~IT ~~Mr. Almeida~~WILL ~~pursuant to Amendment No. 1 to~~CONTAIN ~~the~~IMPORTANT ~~Conner SPA~~INFORMATION. ~~Also,~~ onYou ~~May 7, 2009~~will ~~the~~be ~~Company~~able ~~and Scott B. Conner agreed~~ to ~~amend~~obtain the ~~Amended~~proxy ~~and Restated Severance Protection Agreement~~statement, ~~dated~~ as ofwell ~~December 22,~~as ~~2008~~other ~~(the “Conner SPA”) by and~~filings ~~between~~containing ~~the Company and Mr. Conner pursuant to Amendment No. 1 to the~~information ~~Conner SPA (together with Amendment No. 1 to the Almeida SPA, the “SPA Amendments”).~~

~~The~~about ~~SPA~~Axsys, ~~Amendments~~free ~~change~~of charge, at the ~~terms~~website ofmaintained by the ~~Almeida~~SEC at www.sec.gov. Copies of the ~~SPA~~proxy statement and ~~Conner~~other ~~SPA~~filings asmade ~~follows~~by Axsys with the SEC can also be obtained, free of charge, by directing a request to Axsys Technologies, Inc., 175 Capital Boulevard, Suite 103, Rocky Hill, Connecticut 06067, Attention: Director of Investor Relations.

~~· the~~Participants ~~SPA~~in ~~Amendments clarify that~~ the ~~accrued~~Solicitation ~~compensation Mr. Almeida and Mr. Conner are entitled to receive upon a termination of employment includes any unpaid bonus earned with respect to the fiscal year prior to the year of termination;~~

~~· the~~ The ~~SPA~~directors ~~Amendments~~and ~~provide,~~executive ~~with~~officers ~~respect~~of ~~to the~~Axsys ~~annual~~and ~~incentive~~other ~~bonus~~persons ~~earned~~may inbe ~~the~~deemed ~~year~~to be participants in ~~which~~ the ~~change~~solicitation of proxies in ~~control occurs,~~respect ~~that~~of ifthe Mrproposed transaction. ~~Almeida’s~~ orInformation regarding ~~Mr. Conner~~Axsys’s ~~employment~~directors isand ~~not terminated~~executive ~~prior~~officers tois ~~the~~available ~~last~~in ~~day~~its ofAnnual ~~the~~Report ~~fiscal~~on ~~year~~Form in10-K filed ~~which~~with the ~~change~~SEC ~~in control~~on ~~occurs~~February 17, ~~Mr. Almeida~~2009 orand ~~Mr. Conner~~its ~~(as~~Proxy ~~applicable)~~Statement ~~will receive~~on ~~the~~Schedule 14A ~~greater~~filed ofwith ~~(1)~~ the ~~bonus he~~SEC ~~would~~on ~~have~~March 20, ~~gotten~~2009. ~~for~~Other ~~the~~information ~~full~~regarding ~~year~~the ~~based~~participants onin ~~actual~~the ~~achievement~~proxy ofsolicitation ~~the~~and a ~~performance~~description ~~goals~~of ortheir ~~(2) the~~direct ~~bonus~~and heindirect ~~would~~interests, ~~have~~by ~~gotten~~security ~~for~~holdings ~~the~~or ~~full~~otherwise, ~~year~~will be ~~based~~contained onin the ~~Company’s~~proxy ~~monthly~~statement ~~annual~~and ~~forecast~~other ~~produced~~relevant ~~immediately~~materials ~~prior~~to be filed with the ~~change~~ inSEC ~~control~~when ~~and~~they become ~~prorated~~available. ~~based~~Investors onshould read the ~~number~~proxy ofstatement ~~days~~carefully inwhen ~~the~~it ~~fiscal~~becomes ~~year~~available ~~preceding~~before ~~the~~making ~~change~~any invoting ~~control;~~or ~~and~~investment decisions.

~~· the SPA Amendments provide that if, prior to the last day of the fiscal year in which the change in control occurs, Mr.~~Item ~~Almeida’s or Mr~~9. ~~Conner’s employment is terminated by the Company other than for cause, upon death, or by Mr~~01. ~~Almeida~~ orFinancial ~~Mr. Conner~~Statements ~~for~~and ~~good reason or for any reason during a specified period, Mr~~Exhibits. ~~Almeida or Mr. Conner~~ ~~(as applicable) will receive a payment for his annual incentive bonus equal to the greater of (1) the bonus he would have gotten for the full year based on~~

3 (d) Exhibits

the Company’s monthly annual forecast produced immediately prior to his termination date and prorated based on the numbers of days in the fiscal year preceding his termination date or (2) the bonus he would have gotten for the full year based on the Company’s monthly annual forecast produced immediately prior the change in control and prorated based on the number of days in the fiscal year preceding the change in control.


Exhibit No.		Exhibit Description

2.1		Agreement and Plan of Merger, dated June 4, 2009, by and among General Dynamics, Axsys and Merger Sub*

10.1		Voting Agreement, dated June 4, 2009, by and among General Dynamics, Merger Sub, SWB Holding Corporation and Stephen W. Bershad

99.1		Press release issued jointly by Axsys and General Dynamics, dated June 4, 2009

99.2		Memorandum to Axsys employees, transmitted June 4, 2009

~~The~~* Certain ~~summary~~exhibits ofand ~~the~~schedules ~~SPA~~have ~~Amendments~~been ~~described~~omitted, ~~above~~and ~~is qualified~~Axsys inagrees ~~its~~to ~~entirety~~furnish bysupplementally ~~reference~~ to the ~~SPA~~Commission ~~Amendments,~~a ~~which~~copy ~~are~~of ~~filed herewith~~any asomitted ~~Exhibits~~exhibits ~~10.2~~or ~~and~~schedules ~~10.3~~upon ~~and incorporated herein by reference~~request.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~(d) Exhibits~~ 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.

Exhibit Number		Description
10.1		Amended and Restated Employment Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and Stephen W. Bershad
10.2		Amendment No. 1 to Amended and Restated Severance Protection Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and David A. Almeida
10.3		Amendment No. 1 to Amended and Restated Severance Protection Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and Scott B. Conner


AXSYS TECHNOLOGIES, INC.
By:	/s/ David A. Almeida
	Name:	David A. Almeida
	Title:	Chief Financial Officer

Date: June 4, 2009

~~SIGNATURES~~EXHIBIT INDEX

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.


Exhibit No.		Exhibit Description

2.1		Agreement and Plan of Merger, dated June 4, 2009, by and among General Dynamics, Axsys and Merger Sub*

10.1		Voting Agreement, dated June 4, 2009, by and among General Dynamics, Merger Sub, SWB Holding Corporation and Stephen W. Bershad

99.1		Press release issued jointly by Axsys and General Dynamics, dated June 4, 2009

99.2		Memorandum to Axsys employees, transmitted June 4, 2009

		AXSYS TECHNOLOGIES, INC.
	By:	/s/ David A. Almeida
		Name: David A. Almeida
		Title: Chief Financial Officer
Date: May 11, 2009

* Certain exhibits and schedules have been omitted, and Axsys agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedules upon request.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amended and Restated Employment Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and Stephen W. Bershad
10.2		Amendment No. 1 to Amended and Restated Severance Protection Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and David A. Almeida
10.3		Amendment No. 1 to Amended and Restated Severance Protection Agreement, dated as of May 7, 2009, by and between Axsys Technologies, Inc. and Scott B. Conner

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