Axsys Technologies, Inc. S-8

175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(Address of Principal Executive Offices Including Zip Code)

Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan
(Full Title of the Plan)

David A. Almeida
Vice President, Chief Financial Officer, Secretary and Treasurer
Axsys Technologies, Inc.
175 Capital Boulevard, Suite 103
Rocky Hill, Connecticut 06067
(860) 257-0200
(Name , Address and Telephone Number of Agent For Service)

Copies To:
Lisa K. Kunkle, Esq.
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
(216) 586-3939

Title of

Proposed Maxi-

Amount of

Securities to

Amount to be

mum Offering

mum Aggregate

Registration

be Registered

Registered(1)(2)

Price Per Share(3)

Offering Price (3)

Fee

Common Stock, par
value $0.01 per
share

284,100

$13.68

$3,886,488

$492.42

(1)

Represents shares of common stock of the Registrant, par value $0.01 per share (“Common Stock”), issuable pursuant to the Axsys Technologies, Inc. Amended and Restated Long-Term Stock Incentive Plan (the “Plan”) being registered hereon.

(2)

Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers such additional Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.

(3)

Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the NASDAQ National Market System on August 9, 2004, within five business days prior to filing.

The Registrant filed with the Securities and Exchange Commission the following Registration Statements on Form S-8 relating to shares of Common Stock to be offered and sold under the Plan and, pursuant to General Instruction E to Form S-8, the contents of such Registration Statements are incorporated by reference in this Registration Statement: (1) Registration Statement on Form S-8 filed August 5, 1996 (File No. 333-09559); (2) Registration Statement on Form S-8 filed December 29, 1997 (File No. 333-43389); (3) Registration Statement on Form S-8 filed June 29, 2000 (File No. 333-39574); and (4) Post-Effective Amendment No. 1 to Form S-8 filed June 29, 2004 (File No. 333-39574). This registration statement on Form S-8 is filed for the purpose of registering an additional 284,100 shares of Common Stock of the Registrant under the Plan.


Exhibit Number		Description

5		Opinion of Counsel.

23.1		Consent of Independent Registered Public Accounting Firm.

23.2		Consent of Counsel (Included in Exhibit 5).

24		Power of Attorney.

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 Rocky Hill, State of Connecticut, on August 12, 2004.


	AXSYS TECHNOLOGIES, INC.
	By:	/s/ David A. Almeida
		David A. Almeida
		Vice President, Chief Financial Officer, Secretary and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Date:	August 12, 2004	*

		Stephen W. Bershad
		Chairman of the Board and Chief Executive
		Officer (Principal Executive Officer)

Date:	August 12, 2004	/s/ David A. Almeida

		David A. Almeida
		Vice President, Chief Financial Officer, Secretary
		and Treasurer (Principal Financial Officer and
		Principal Accounting Officer)

Date:	August 12, 2004	*

		Anthony J. Fiorelli, Jr.
		Director

Date:	August 12, 2004	*

		Eliot M. Fried
		Director

Date:	August 12, 2004	*

		Richard F. Hamm, Jr.
		Director

Date:	August 12, 2004	*

		Robert G. Stevens
		Director

*This registration statement has been signed on behalf of the above officers and directors by David A. Almeida, as attorney-in-fact pursuant to a power of attorney filed as Exhibit 24 to this registration statement.



DATED: August 12, 2004	By:	/s/ David A. Almeida
		David A. Almeida
		Attorney-in-Fact


Exhibit Number		Description

5		Opinion of Counsel.

23.1		Consent of Independent Registered Public Accounting Firm.

23.2		Consent of Counsel (Included in Exhibit 5).

24		Power of Attorney.


PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX
EX-5 Opinion of Counsel
EX-23.1 Consent of Independent Auditors
EX-24 Power of Attorney

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Delaware (State or Other Jurisdiction of Incorporation or Organization)		11-1962029 (I.R.S. Employer Identification No.)