0000310056-01-500010.txt : 20011019
0000310056-01-500010.hdr.sgml : 20011019
ACCESSION NUMBER: 0000310056-01-500010
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011011
EFFECTIVENESS DATE: 20011011
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VICON INDUSTRIES INC /NY/
CENTRAL INDEX KEY: 0000310056
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669]
IRS NUMBER: 112160665
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-71410
FILM NUMBER: 1756967
BUSINESS ADDRESS:
STREET 1: 89 ARKAY DR
CITY: HAUPPAUGE
STATE: NY
ZIP: 11788
BUSINESS PHONE: 5169522288
MAIL ADDRESS:
STREET 1: 89 ARKAY DR
CITY: HAUPPAUGE
STATE: NY
ZIP: 11788
S-8
1
s8101001.txt
REGISTRATION STATEMENT
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VICON INDUSTRIES, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-2160665
------------------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
89 Arkay Drive, Hauppauge, New York 11788
-------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
VICON INDUSTRIES, INC.
1999 Incentive Stock Option Plan and
1999 Non-Qualified Stock Option Plan
-------------------------------------------------------------------------------
(Full title of the Plan)
Kenneth M. Darby
Chairman and Chief Executive Officer
Vicon Industries, Inc.
89 Arkay Drive
Hauppauge, NY 11788
-------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(631) 952-2288
---------------------------------------------------------------------
Telephone number, including area code, of Agent for Service
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to offering price aggregate registration
be registered be registered per share (2) offering price(2) fee
------------- ------------- -------------- ----------------- ------------
Common Stock 200,000 shares(1) $3.57 $714,597 $178.65
----------------------------------------
(1) The maximum number of shares as to which options may be granted under the
Vicon Industries, Inc. 1999 Incentive Stock Option Plan and 1999
Non-Qualified Stock Option Plan. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also covers
an indeterminate number of shares as may be required to cover possible
adjustments under such Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Proposed maximum aggregate offering price is calculated pursuant to Rule
457 (h) (1) based on the sum of: (a) the aggregate of the exercise prices
($465,531) of the outstanding options for 144,897 shares, plus (b) with
respect to options for the remaining 55,103 shares reserved for grant, an
assumed price of $4.52 per share based upon the average of the high and
low sale prices of the Registrant's Common Shares as reported on the
American Stock Exchange on October 9, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
------ ---------------------------------------
The following documents filed by Vicon Industries, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on form 10-K for its fiscal year ended
September 30, 2000, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
2. The Company's Quarterly Reports on form 10-Q for its quarters ended
December 31. 2000, March 31, 2001 and June 30, 2001, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
3. The description of the Common Stock contained in the Company's
Registration Statement on Form S-1, SEC File Number 2-66511 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company 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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in and to be a part of this Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities
------ -------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
------ --------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
------ -----------------------------------------
Article 7 of the New York Business Corporation Law provides for the
indemnification of directors and officers subject to certain limitations. Among
other provisions, the statute provides that to be entitled to indemnification
under the statutory provisions, a person who is sued or threatened to be sued by
reason of being a director or officer of a New York corporation must
affirmatively establish that he acted in good faith for a purpose which he
reasonably believed to be in the best interests of the corporation. The statute
requires court approval to provide indemnification in a derivative action under
certain circumstances. Additionally, the indemnification to which directors,
officers and other persons serving the corporation are entitled excludes amounts
payable in a derivative action where the director, officer or other person is
adjudged to be liable to the corporation.
The Registrant's Certificate of Incorporation is silent with respect to
indemnification of directors and officers. The By-laws of the Company provide
for the indemnification of its directors and officers to the maximum extent
provided by law. It is the position of the Securities and Exchange Commission
and certain state securities administrators that any attempt to limit the
liability of persons controlling an issuer under the federal securities laws or
state securities laws is contrary to public policy and, therefore,
unenforceable.
Item 7. Exemption from Registration Claimed
------ -----------------------------------
Not Applicable
Item 8. Exhibits
------ --------
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Documents
---------- ---------
4 The Company's 1999 Incentive Stock Option Plan and 1999
Non-Qualified Stock Option Plan (incorporated by
reference to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1999)
5 Opinion of Schoeman, Updike & Kaufman, LLP
dated October 10, 2001 as to the legality of
original issuance of shares of Common Stock
being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Schoeman, Updike & Kaufman, LLP
(included in Exhibit 5).
Item 9. Undertakings
------ ------------
1. The undersigned registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2. The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
3. The undersigned registrant hereby undertakes to remove from registration
by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
4. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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 Town of Smithtown, State of New York, on October 10, 2001.
VICON INDUSTRIES, INC.
By: /s/ Kenneth M. Darby
---------------------
Name: Kenneth M. Darby
Title: Chairman and Chief Executive Officer
Date: October 10, 2001
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on the dates indicated:
Signature Title Date
/s/ Kenneth M. Darby Chairman and October 10, 2001
------------------- ----------------
Kenneth M. Darby Chief Executive Officer
/s/ Milton F.Gidge Director October 10, 2001
-------------------- ----------------
Milton F. Gidge
/s/ Peter F. Neumann Director October 10, 2001
-------------------- ----------------
Peter F. Neumann
/s/ W. Gregory Robertson Director October 10, 2001
------------------------ ----------------
W. Gregory Robertson
/s/ Arthur D. Roche Director October 10, 2001
------------------- ----------------
Arthur D. Roche
/s/ Kazuyoshi Sudo Director October 10, 2001
-------------- ----------------
Kazuyoshi Sudo
EXHIBIT 23.1
Consent of Independent Auditors
-------------------------------
The Board of Directors
Vicon Industries, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report, dated November 22, 2000, on the consolidated balance
sheets of Vicon Industries, Inc. and subsidiaries as of September 30, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity and cash flows and related schedule for each of the years in the
three-year period ended September 30, 2000, which report appears in the 2000
Annual Report on Form 10-K of Vicon Industries, Inc.
/s/KPMG LLP
Melville, New York
October 10, 2001
EXHIBIT 5 & 23.2
SCHOEMAN, UPDIKE & KAUFMAN, LLP
60 East 42nd Street
New York, NY 10165-006
Date: October 10, 2001
Securities and Exchange Commission
Washington, D.C. 20549
Vicon Industries, Inc.
Dear Sirs:
We are acting as counsel to Vicon Industries, Inc. (the "Registrant") in
connection with the preparation of its registration statement on Form S-8 (the
"Registration Statement") registering 200,000 shares of the Registrant's Common
Stock, par value $.01 per share, issuable pursuant to the Registrant's 1999
Incentive Stock Option Plan and 1999 Non-Qualified Stock Option Plan.
We have examined such Plans and such other documents as we believe
necessary or appropriate for us to render the opinion set forth below.
We are of the opinion that 200,000 shares when issued and sold in
accordance with such Plans will be legally issued, fully paid and
non-assessable.
We consent to the inclusion of this opinion in the Registration Statement
as exhibit thereto.
Very truly yours,
/s/ Schoeman, Updike & Kaufman, LLP
-----------------------------------
Schoeman, Updike & Kaufman, LLP