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 30, 1997
                                                           ------------


                            AXSYS TECHNOLOGIES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)



         DELAWARE                       0-16182                 11-1962029
         --------                       -------                 ----------
(State or other jurisdiction)         (Commission)             (IRS Employer
                                                          Identification Number)


                  645 MADISON AVENUE, NEW YORK, NEW YORK 10022
                  --------------------------------------------
          (Address of principal executive offices, including zip code)


                                 (212) 593-7900
                                 --------------
               Registrant's telephone number, including area code

<PAGE>

      On May 30, 1997, Axsys Technologies, Inc. a Delaware Corporation (the
"Company") acquired Teletrac, Inc., a California corporation ("Teletrac"). This
transaction was reported on Item 2 on Form 8-K, dated June 13, 1997.

      This form 8-K, dated August 13, 1997, provides the pro forma financial
information required by Item 7(b) as follows:

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (b) Pro Forma Financial Information

            The following unaudited pro forma condensed statements of operations
            of the Company for the three months ended March 31, 1997 (attached
            as Exhibit 7(b)(.1)) and the year ended December 31, 1996 (attached
            as Exhibit 7(b)(.2)), present results for the Company as if the
            Company's acquisition of Teletrac had occurred as of January 1,
            1996. Teletrac's fiscal year does not coincide with a calendar year.
            As such, the pro forma condensed statements of operations for the
            three months ended March 31, 1997 and the year ended December 31,
            1996, include Teletrac's historical results for the quarter ended
            April 30, 1997 and the year ended January 31, 1997, respectively.
            The pro forma condensed balance sheet of the Company as of March 31,
            1997 (attached as Exhibit 7(b)(.3)) gives effect to the acquisition
            as if it had occurred as of March 31, 1997. The unaudited pro forma
            financial information does not purport to represent what the
            Company's financial position or results of operations actually would
            have been had the acquisition in fact occurred on the dates
            indicated, or to project the Company's financial position or results
            of operations for any future date or period. The pro forma
            adjustments are based on available information and certain
            assumptions that the Company currently believes are reasonable in
            the circumstances. The unaudited financial information should be
            read in conjunction with the accompanying notes thereto (attached as
            Exhibit 7(b)(.4)); the separate historical condensed financial
            statements of the Company as of and for the three month period ended
            March 31, 1997 which are contained in the Company's Quarterly Report
            on Form 10-Q for such period; and the historical financial
            statements of the Company as of and for the year ended December 31,
            1996 which are contained in the Company's Annual Report on Form 10-K
            for such period.

            The pro forma adjustments and pro forma combined amounts are
            provided for informational purposes only. The Company's financial
            statements will reflect the effects of the acquisition and related
            financing transaction only from the date such events occurred. The
            pro forma adjustments are applied to the historical financial
            statements to, among other things, account for the acquisition as a
            purchase. Under purchase accounting, the total purchase cost will be
            allocated to the Teletrac assets and liabilities based on their fair
            values. Allocations are subject to analysis and valuations as of the
            date of the acquisition which are not yet completed. Accordingly,
            the final allocations will be different from the amounts reflected
            herein. Although the final allocations will differ, the unaudited
            pro forma financial information reflects management's best estimate
            based on currently available information.

      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


                                                    Axsys Technologies, Inc.
                                                    ------------------------
                                                    Registrant


Date:  August 13, 1997                           By: /s/ Raymond F. Kunzmann
       ---------------                               -----------------------
                                                    Raymond F. Kunzmann
                                                    Vice President


                                       2
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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 30, 1997
                                                           ------------

                            AXSYS TECHNOLOGIES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                       0-16182                 11-1962029
         --------                       -------                 ----------
(State or other jurisdiction)         (Commission)             (IRS Employer
                                                          Identification Number)

                  645 MADISON AVENUE, NEW YORK, NEW YORK 10022
                  --------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (212) 593-7900
                                 --------------
               Registrant's telephone number, including area code
On May 30, 1997, Axsys Technologies, Inc. a Delaware Corporation (the
"Company") acquired Teletrac, Inc., a California corporation ("Teletrac"). This
transaction was reported on Item 2 on Form 8-K, dated June 13, 1997.

      This form 8-K, dated August 13, 1997, provides the pro forma financial
information required by Item 7(b) as follows:

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (b) Pro Forma Financial Information

            The following unaudited pro forma condensed statements of operations
            of the Company for the three months ended March 31, 1997 (attached
            as Exhibit 7(b)(.1)) and the year ended December 31, 1996 (attached
            as Exhibit 7(b)(.2)), present results for the Company as if the
            Company's acquisition of Teletrac had occurred as of January 1,
            1996. Teletrac's fiscal year does not coincide with a calendar year.
            As such, the pro forma condensed statements of operations for the
            three months ended March 31, 1997 and the year ended December 31,
            1996, include Teletrac's historical results for the quarter ended
            April 30, 1997 and the year ended January 31, 1997, respectively.
            The pro forma condensed balance sheet of the Company as of March 31,
            1997 (attached as Exhibit 7(b)(.3)) gives effect to the acquisition
            as if it had occurred as of March 31, 1997. The unaudited pro forma
            financial information does not purport to represent what the
            Company's financial position or results of operations actually would
            have been had the acquisition in fact occurred on the dates
            indicated, or to project the Company's financial position or results
            of operations for any future date or period. The pro forma
            adjustments are based on available information and certain
            assumptions that the Company currently believes are reasonable in
            the circumstances. The unaudited financial information should be
            read in conjunction with the accompanying notes thereto (attached as
            Exhibit 7(b)(.4)); the separate historical condensed financial
            statements of the Company as of and for the three month period ended
            March 31, 1997 which are contained in the Company's Quarterly Report
            on Form 10-Q for such period; and the historical financial
            statements of the Company as of and for the year ended December 31,
            1996 which are contained in the Company's Annual Report on Form 10-K
            for such period.

            The pro forma adjustments and pro forma combined amounts are
            provided for informational purposes only. The Company's financial
            statements will reflect the effects of the acquisition and related
            financing transaction only from the date such events occurred. The
            pro forma adjustments are applied to the historical financial
            statements to, among other things, account for the acquisition as a
            purchase. Under purchase accounting, the total purchase cost will be
            allocated to the Teletrac assets and liabilities based on their fair
            values. Allocations are subject to analysis and valuations as of the
            date of the acquisition which are not yet completed. Accordingly,
            the final allocations will be different from the amounts reflected
            herein. Although the final allocations will differ, the unaudited
            pro forma financial information reflects management's best estimate
            based on currently available information.

      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

                                                    Axsys Technologies, Inc.
                                                    ------------------------
                                                    Registrant

Date:  August 13, 1997                           By: /s/ Raymond F. Kunzmann
       ---------------                               -----------------------
                                                    Raymond F. Kunzmann
                                                    Vice President

                                       2