8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 25, 2007

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or	(Commission File Number	(IRS Employer
Organization)		Identification No.)

89 Arkay Drive, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

(631) 952-2288

(Registrant's telephone number,  including area code)

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:

       [ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On December 4, 2007, the Registrant issued a press release announcing its financial results for its quarter and fiscal year ended September 30, 2007.  A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2007, the Compensation Committee of the Board (the “Committee”) approved the following annual base salary increases for the named executive officers of the Company effective October 1, 2007:

Name	Title	2007 Base Salary	2008 Base Salary
John M. Badke	Senior Vice President and Chief Financial Officer	$180,000	$190,000
Christopher J. Wall	Managing Director of Vicon Industries Ltd. (Europe)	$200,000	$210,000
Bret M. McGowan	Vice President, U.S. Sales and Marketing	$170,000	$180,000
Yigal Abiri	General Manager of Vicon Systems Ltd. (Israel)	$160,000	$180,000

The Committee also approved performance based bonus plans for fiscal year 2008 for Mr. McGowan whereby he will receive a commission upon achieving certain U.S. sales targets and for Mr. Wall whereby he will receive an amount equal to between 2% and 6% (based on achievement levels) of the combined pretax operating profits of the Company’s Europe based subsidiaries.

On November 19, 2007, the Compensation Committee of the Board (the “Committee”) approved a performance based bonus plan for certain of the Company’s officers for fiscal 2008, including among others Kenneth M. Darby, John M. Badke and Yigal Abiri. The plan provides a bonus pool of between eight percent (8%) and fourteen percent (14%) of the Company’s consolidated pretax profit for the year, after certain adjustments, for the achievement of varying targeted consolidated pretax profit ranges. The plan participants will share in any earned bonus pool to the extent determined by the Committee for Mr. Darby and by Mr. Darby for the other participants. In addition, the Committee finalized Mr. Darby’s performance-based bonus for fiscal year 2007 at 6% of actual consolidated pretax income after certain adjustments. Previously, the Committee approved a performance-based bonus plan for Mr. Darby whereby he would earn a minimum of $300,000 for achievement of a certain expected annual profit.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits

         The following exhibit is furnished as part of this report:

         99.1  Registrant's Press Release dated December 4, 2007

The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be "filed" for the purposes of Section  18 of the Securities Exchange Act of 1934, as amended,  (the  "Exchange  Act") or otherwise subject to the liabilities of that section,  nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

SIGNATURE

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.

Dated: December 12, 2007

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Senior Vice President, Finance and

Chief Financial Officer

EXHIBIT INDEX

Exhibit                    Description

  99.1                     Registrant's press release dated December 4, 2007.

EX-99

FOR IMMEDIATE RELEASE

 FOR FURTHER INFORMATION:

Vicon Industries: Joan Wolf

631/650-6201

Bliss, Gouverneur & Associates: John Bliss

212/840-1661

VICON REPORTS  FOURTH QUARTER AND FISCAL YEAR 2007 RESULTS

HAUPPAUGE, NY, December 4, 2007 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the fourth quarter and year ended September 30, 2007.   The announcement was made by Chairman and CEO Ken Darby, who said fourth quarter and full year operating performance reflect the effect of revenue growth and gross margin improvement.

For the fourth quarter, net sales were $17.2 million, a 13% increase compared with $15.1 million in the year ago period.  Net income totaled $4.9 million ($.97 per diluted share) compared with net income of $117,000 ($.03 per diluted share) for the same period last fiscal year.  Net income for the fourth quarter includes pretax income of $1.7 million ($.33 per diluted share) and a tax benefit of $3.4 million ($.66 per diluted share) relating to the recording of previously unrecognized U.S. deferred income tax assets.

For the 2007 fiscal year, net sales were $69.1 million, a 23% increase compared with $56.3 million for the prior fiscal year.  Net income totaled $7.9 million ($1.59 per diluted share), including the recording of the $3.4 million income tax benefit, ($.68 per diluted share) relating to previously unrecognized U.S. deferred income tax assets.  This compared with a net loss of $547,000 ($.12 per share) for the prior fiscal year.

Commenting on the fourth quarter results, Mr. Darby said U.S. sales grew 22% to $9.8 million while foreign revenues grew 4% to $7.4 million.  For the year, U.S. revenues were up 22% to $37.0 million while foreign sales climbed 23% to $32.1 million.  Revenue gains for the quarter and year were again driven by increased sales of ViconNet®, Kollector®, and Surveyor® products.  The nearly equal annual revenue growth in both domestic and international markets was desirable as growth was not concentrated in a single market or customer, noted Mr. Darby.

For the quarter, gross margins improved to 45.6%, compared with 39.5%, and for the year to 42.5% versus 39.3%.  The improvement was primarily the result of a favorable sales mix, productivity gains on the higher revenue, and lower material costs.  Operating costs totaled $6.3 million versus $5.7 million in the fourth quarter and $24.7 million compared with $22.5 million for the full year.  For the fourth quarter and full year, operating costs declined as a percent of revenue.  Of the $2.2 million increase in operating costs for the year, $1.4 million was for selling and marketing costs and $645,000 for product development, noted Mr. Darby.

In the fourth quarter, the Company recorded the income tax benefit relating to its previously unrecognized U.S. deferred income tax assets as a result of an updated assessment of their realization.   The adjustment amounted to $3.4 million and is reflected in the fourth quarter and full year income tax benefit.

Mr. Darby said Vicon’s balance sheet at September 30, 2007 was the strongest in the Company’s 40 year history with total assets of $45.0 million, cash of $8.8 million, net tangible equity of $33.1 million and no long term debt.

Product development activities in 2007 produced the fourth generation of ViconNet®, the Company’s enterprise class video management software application.  Together with related hardware, ViconNet V.4 supports digital and also a hybrid of both analogue and digital video systems.  In addition, new lines of IP (internet protocol) cameras, I-ONYX® and Roughneck® IP, were also introduced to the market in 2007.  “With these new Vicon engineered products, customers can migrate their existing video systems from analogue to digital at their own pace and convenience”, said Mr. Darby.  Among other projects, Vicon is working to enhance the intelligence capability of ViconNet® and related network edge devices such as cameras and encoders, noted Mr. Darby.

Mr. Darby said there was no change in the status of the patent litigation from that reported in the third quarter.  The plaintiff’s final appeal within the U.S. Patent and Trademark Office (PTO) is still pending before the U.S. Patent Office Board of Appeals and Interferences.  Prior to the plaintiff’s final appeal, the PTO on three separate occasions during the re-examination proceedings rejected all of the claims in the plaintiff’s patent asserted against Vicon citing the existence of prior art by Vicon and another defendant.

Vicon Industries, Inc. designs, manufactures, assembles and markets a wide range of video systems and system components used for security, surveillance, safety and communication purposes by a broad group of end users worldwide.

This news release contains forward-looking statements that involve risks and uncertainties.  Statements that are not historical facts, including statements about the adequacy of reserves, estimated costs, Company intentions, probabilities, beliefs, prospects and strategies and its expectations about expansion into new markets, growth in existing markets, enhanced operating margins or growth in its business, are forward-looking statements that involve risks and uncertainties.  Actual results and events may differ significantly from those discussed in the forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

(Table of Operations Attached)

Table of Operations

 Vicon Industries, Inc.

Condensed Statements of Operations

	Three Months Ended September 30					Year Ended September 30,
	2007			2006		2007			2006
Net Sales	$	17,158,000		$	15,123,000	$	69,073,000		$	56,279,000
Gross Profit		7,818,000			5,966,000		29,386,000			22,094,000
Operating income (loss)		1,524,000			265,000		4,682,000			(367,000	)
Income (loss) before income taxes		1,665,000			267,000		4,921,000			(397,000	)
Income tax expense (benefit)		(3,269,000	)		150,000		(2,965,000	)		150,000
Net income (loss)	$	4,934,000		$	117,000	$	7,886,000		$	(547,000	)
Earnings (loss) per share:
Basic	$	1.03		$	.03	$	1.67		$	(.12	)
Diluted	$	.97		$	.03	$	1.59		$	(.12	)
Shares used in computing earnings (loss) per share:
Basic		4,788,000			4,573,000		4,719,000			4,572,000
Diluted		5,097,000			4,685,000		4,953,000			4,572,000