<SUBMISSION>
<ACCESSION-NUMBER>0000912057-00-029004
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20000619
<EFFECTIVENESS-DATE>20000619
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AXSYS TECHNOLOGIES INC
<CIK>0000206030
<ASSIGNED-SIC>3621
<IRS-NUMBER>111962029
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1228
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-39574
<FILM-NUMBER>656848
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>910 SYLVAN AVE
<CITY>ENGLEWOOD CLIFFS
<STATE>NJ
<ZIP>07632
<PHONE>2018711500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET2>910 SYLVAN AVE
<CITY>ENGLEWOOD CLIFFS
<STATE>NJ
<ZIP>07632
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>VERNITRON CORP
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s-8.txt
<DESCRIPTION>S-8
<TEXT>

<PAGE>



==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                            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 No.)

                                910 Sylvan Avenue
                                    Suite 180
                           Englewood Cliffs, NJ 07632
                            (Address of Registrant's
                          Principal Executive Offices)


  AXSYS TECHNOLOGIES, INC. AMENDED AND RESTATED LONG-TERM STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                           (Full title of the plan)


                                 Richard Morin
                            Axsys Technologies, Inc.
                                910 Sylvan Avenue
                                    Suite 180
                           Englewood Cliffs, NJ 07632
--------------------------------------------------------------------------------
                     (Name and Address of agent for service)


                                 (201) 871-1500
--------------------------------------------------------------------------------
           (Telephone number including area code of agent for service)


                          CALCULATION OF REGISTRATION FEE
================================================================================
                                             PROPOSED    PROPOSED
TITLE OF SECURITIES           AMOUNT TO BE    MAXIMUM     MAXIMUM    AMOUNT OF
TO BE REGISTERED             REGISTERED (1)  OFFERING    AGGREGATE  REGISTRATION
                                             PRICE PER   OFFERING       FEE
                                               SHARE      PRICE
--------------------------------------------------------------------------------
Common Stock, par value      200,000 shares     (1)         (1)       $781.00
$0.01 per share
--------------------------------------------------------------------------------

(1)   Estimated solely for the purpose of calculating the registration fee.
      Pursuant to Rule 457(c), the registration fee as to 184,550 shares, which
      shares are not currently subject to options granted pursuant to the Plan,
      is based upon a price of $14.73 per share, the average of the high and low
      share price for the Registrant's Common Stock reported on the Nasdaq
      National Market System for the Common Stock for the five (5) previous
      trading days ending 6/12/00. The amount of the registration fee includes
      $63.00 as to the 15,450 options granted at an aggregate exercise price of
      $15.40.

<PAGE>


                                EXPLANATORY NOTE

      This Registration Statement on Form S-8 relates to Axsys Technologies,
Inc. Amended and Restated Long-Term Stock Incentive Plan (the "Plan"), as
amended, in May, 2000, to increase the number of shares of common stock, par
value $.01 per share (the "Common Stock"), to be issued thereunder by 200,000
shares. The contents of the Registrant's Registration Statement on Form S-8
(File No. 33-09559), filed with the Securities and Exchange Commission (the
"Commission") on August 5, 1996, as modified and supplemented by the
Registrant's Registration Statement on Form S-8 (file No. 333-42389) filed
December 27, 1997, are hereby incorporated by reference pursuant to
Instruction E of Form S-8. Also pursuant to Instruction E to Form S-8, the
filing fee is being paid only with respect to the 200,000 shares of common
stock not previously registered.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     The following document which is filed with the Commission, is
incorporated in this Registration Statement by reference:

     (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the "Form 10-K").

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 8.     Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement:

Exhibit
Number                                 Description
------                                 -----------

4.1       Axsys Technologies, Inc. Amended and Restated Long-Term Stock
          Incentive Plan (filed as Exhibit A to the Registrant's Proxy
          Statement dated April 24, 2000 and incorporated herein by reference.

5.1       Opinion of Counsel as to the validity of the shares of Common Stock
          covered by the Registration Statement.

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Counsel (included in Exhibit 5.1).

24.1      Powers of Attorney (included on signature page).



                                       2
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement:

Exhibit
Number                                 Description
------                                 -----------

4.1       Axsys Technologies, Inc. Amended and Restated Long-Term Stock
          Incentive Plan (filed as Exhibit A to the Registrant's Proxy
          Statement dated April 24, 2000 and incorporated herein by reference).

5.1       Opinion of Counsel as to the validity of the shares of Common Stock
          covered by the Registration Statement.

23.1      Consent of Arthur Andersen LLP

23.2      Consent of Counsel (included in Exhibit 5.1).

24.1      Powers of Attorney (included on signature page)



                                       3
<PAGE>


                                   SIGNATURES
                                   -----------

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood Cliffs, New Jersey, on June 13, 2000.

                                       Axsys Technologies, Inc.



                                       By: /s/: Stephen W. Bershad
                                           --------------------------
                                       Stephen W. Bershad
                                       Chairman of the Board and Chief
                                       Executive Officer



                                       4
<PAGE>


                                POWER OF ATTORNEY
                                -----------------

      KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Morin as his true and lawful
attorney-in-fact and agent with full power and substitution and resubstitution,
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement and any additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents in
connection therewith, and to file the same, with all exhibits, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

         Signature             Title                                Date
         ---------             -----                                ----

                               Chairman of the Board and
                               Chief Executive Officer and      June 19, 2000
/s/: Stephen W. Bershad        Director
-----------------------------
    Stephen W. Bershad


                               President and Chief              June 19, 2000
/s/: Mark J. Bonney            Operating Officer
-----------------------------
     Mark J. Bonney


                               Vice President, Chief            June 19, 2000
/s/: John E. Hanley            Financial Officer
-----------------------------
    John E. Hanley



/s/: Anthony J. Fiorelli, Jr.  Director                         June 19, 2000
-----------------------------
 Anthony J. Fiorelli, Jr.



/s/: Eliot M. Fried            Director                         June 19, 2000
-----------------------------
    Eliot M. Fried



/s/: Richard V. Howitt         Director                         June 19, 2000
-----------------------------
    Richard V. Howitt




                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>ex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                                     Exhibit 5.1







                                                           212-859-8000
June 16, 2000                                           (FAX:  212-859-4000)

Axsys Technologies, Inc.
910 Sylvan Avenue
Suite 180
Englewood Cliffs, NJ 07632

            RE:   Registration Statement on Form S-8:
                  Axsys Technologies, Inc.
                  Amended and Restated Long-term Stock Incentive Plan


Ladies and Gentlemen:

            We are representing Axsys Technologies, Inc. (the "Company") in
connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to an aggregate of 200,000 shares (the "Shares") of common stock, par value $.01
per share, of the Company, issuable pursuant to the Company's Amended and
Restated Long-Term Stock Incentive Plan (the "Plan").

            All assumptions and statements of reliance herein have been made
without any independent investigation or verification on our part except to the
extent otherwise expressly stated, and we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.

            In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the
Company, as we have deemed necessary or appropriate for the purposes of this
opinion. In all examinations, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of original and
certified documents and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we have relied
upon, and assumed the accuracy of, representations and warranties contained in
documents and certificates and oral or written statements and other information
of or from representatives of the Company and

<PAGE>

others and assumed compliance on the part of all parties to the documents with
their covenants and agreements contained therein. We also have assumed that any
future changes to the terms and conditions of the Plan will be duly authorized
by the Company and will comply with all applicable laws.

            Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that the
Shares, when issued and paid for (with the consideration received by the Company
being not less than the par value thereof) in accordance with the provisions of
the Plan and the applicable option agreements thereunder, will be duly
authorized, validly issued, fully paid and non-assessable.

            The opinion expressed herein is limited to the General Corporation
Law of the State of Delaware, as currently in effect, the provisions of the
Delaware Constitution applicable to corporations and the reported judicial
decisions interpreting those laws.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.



                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON



                                 By: /s/: Kenneth R. Blackman
                                     -------------------------
                                     Kenneth R. Blackman





                                      -2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>ex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>

                                                                   Exhibit 23.1


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement.


                                               /s/: Arthur Andersen LLP

New York, New York
June 12, 2000
</TEXT>
</DOCUMENT>
</SUBMISSION>
