S-4/A

As filed with the Securities and Exchange Commission on July 10, 2014

Registration No. 333-196386

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pre-Effective Amendment No. 1 to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	3559	11-2160665
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

131 Heartland Boulevard

Edgewood, New York 11717

(631) 952-2288

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Kenneth M. Darby, Chief Executive Officer

John M. Badke, Chief Financial Officer

Vicon Industries, Inc.

131 Heartland Boulevard

Edgewood, New York 11717

(631) 952-2288

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Alison Newman Fox Rothschild LLP 100 Park Avenue New York, NY 10017 (212) 878-7997 Charles Chestnutt Chief Executive Officer IQinVision, Inc. 33122 Valle Road San Juan Capistrano, CA 92675 (949) 369-8100 Christopher D. Ivey Ryan C. Wilkins Stradling Yocca Carlson & Rauth, P.C. 660 Newport Center Drive Newport Beach, CA 92660 (949) 725-4121

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ¨

_____________________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

On May 29, 2014, Vicon Industries, Inc. (“Vicon”) filed its Registration Statement on Form S-4 (No. 333-196386) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to Form S-4 on Form S-4/A is being filed solely for the purpose of filing Exhibit 99.1 - the Form of Vicon Proxy Card. Other than the filing of such exhibit and corresponding changes to the Exhibit Index and signature pages, the remainder of the Registration Statement is unchanged.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edgewood, State of New York, on the 10th day of July, 2014.

	VICON INDUSTRIES, INC.
By:	/s/ Kenneth M. Darby Kenneth M. Darby Chairman and Chief Executive Officer

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 dates indicated.

	Signature	Title	Date
	/s/ Kenneth M. Darby Kenneth M. Darby	Chairman and Chief Executive Officer (Principal Executive Officer)	July 10, 2014
*	____________________ John M. Badke	Chief Financial Officer (Principal Financial and Accounting Officer)	July 10, 2014
*	____________________ W. Gregory Robertson	Director	July 10, 2014
*	____________________ Arthur D. Roche	Director	July 10, 2014
*	____________________ Bernard F. Reynolds	Director	July 10, 2014
*	____________________ Julian A. Tiedemann	Director	July 10, 2014
*By:	/s/ Kenneth M. Darby Kenneth M. Darby Attorney in Fact

Exhibit Index
Exhibits
5.1	*	Opinion of Fox Rothschild LLP, regarding the legality of the securities being issued
8.1	*	Opinion of Fox Rothschild LLP, regarding certain tax matters
10.1	(1)	Form of Voting Agreement
10.2	(1)	Form of Voting Agreement
10.3	(1)	Form of Post-Closing Lock-Up Agreement
23.1	*	Consent of BDO USA, LLP
23.2	*	Consent of Moss Adams LLP
23.3	*	Consent of Fox Rothschild LLP (included in Exhibits 5.1* and 8.1*)
23.4	*	Consent of TM Capital
23.5	*	Consent of Imperial Capital
24.1	*	Power of Attorney
99.1		Form of Proxy Card for Vicon Industries, Inc.

⁽¹⁾ Incorporated by reference from Vicon’s Current Report on Form 8-K filed March 31, 2014.

* Previously filed with the registrant’s Registration Statement on Form S-4 (No. 333-196386), which was filed with the Securities and Exchange Commission on May 29, 2014.

EX-99.1

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01V8NE 1 U P X + Annual Meeting Proxy Card . Authorized Signatures — This section must be completed for your instructions to be executed. — Date and Sign BelowB NOTE: Please sign your name EXACTLY as your name appears on this proxy in box under Signature 1. All joint holders must sign individually in both boxes under Signature 1 and Signature 2. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title in box under Signature 2. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.Date (mm/dd/yyyy) — Please print date below. + A Proposals — The Board of Directors recommends a vote FOR the nominees listed as to Proposal 3 and FOR Proposals 1, 2, 4 and 5. 01 - Kenneth M. Darby (term of office to expire in 2017) 3. To approve the election of two (2) directors of Vicon for a term of three (3) years or until a successor is duly elected and qualified, or until their earlier death, resignation or removal. For Withhold Authority IMPORTANT ANNUAL MEETING INFORMATION 02 - Arthur D. Roche (term of office to expire in 2017) For Withhold Authority 1. To approve the issuance of shares of Vicon common stock to shareholders of IQinVision, Inc., a California corporation (“IQinVision”), pursuant to the Agreement and Plan of Merger and Reorganization dated March 28, 2014, by and among Vicon, IQinVision, and VI Merger Sub, Inc., a California corporation and wholly owned subsidiary of Vicon (“Merger Sub”), pursuant to which Merger Sub will be merged with and into IQinVision, with IQinVision surviving as a wholly owned subsidiary of Vicon. For Against Abstain 2. To approve the adjournment or postponement of the Vicon annual meeting, if necessary or appropriate, to solicit additional proxies. For Against Abstain 4. To approve, on an advisory (non-binding) basis, the compensation of Vicon’s named executive officers as disclosed in the Compensation Discussion and Analysis – Executive Compensation section of the accompanying proxy statement/prospectus/consent solicitation For Against Abstain 5. To approve the ratification of the appointment of BDO USA, LLP as Vicon’s independent registered public accounting firm for the fiscal year ending September 30, 2014 For Against Abstain NNNNNNNNNNNN NNNNNNN 2 0 3 0 2 8 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NN NN NN NN N C 1234567890 J N T MMMMMMMMMMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 C123456789 IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on August 28, 2014. Vote by Internet • Go to www.envisionreports.com/VII • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoints KENNETH M. DARBY and ARTHUR D. ROCHE and each of them, with full power of substitution, to represent the undersigned and to vote all of the shares of stock in Vicon Industries, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of said corporation to be held at Vicon Industries, Inc., 131 Heartland Boulevard, Edgewood, New York, on Thursday, August 28, 2014 at 10:00 a.m. local time, and at any adjournment or postponement thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the accompanying proxy statement/prospectus/consent solicitation, receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the Annual Meeting. The Board of Directors recommends a vote FOR Proposals 1, 2, 4 and 5 and FOR the nominees listed as to Proposal 3. The shares represented hereby shall be voted as specified. If no specification is made, such shares shall be voted FOR Proposals 1, 2, 4 and 5 and FOR the nominees listed as to Proposal 3. (Continued and to be signed on reverse side.) YOUR VOTE IS IMPORTANT PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE VOTING INSTRUCTIONS. . Proxy — Vicon Industries, Inc. C Non-Voting Items Change of Address — Please print new address below. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. + + q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01V8OF 1 U P X + q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card . Authorized Signatures — This section must be completed for your instructions to be executed. — Date and Sign BelowB NOTE: Please sign your name EXACTLY as your name appears on this proxy in box under Signature 1. All joint holders must sign individually in both boxes under Signature 1 and Signature 2. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title in box under Signature 2. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.Date (mm/dd/yyyy) — Please print date below. + A IMPORTANT ANNUAL MEETING INFORMATION For Against Abstain 2. To approve the adjournment or postponement of the Vicon annual meeting, if necessary or appropriate, to solicit additional proxies. For Against Abstain 01 - Kenneth M. Darby (term of office to expire in 2017) 3. To approve the election of two (2) directors of Vicon for a term of three (3) years or until a successor is duly elected and qualified, or until their earlier death, resignation or removal. For Withhold Authority 02 - Arthur D. Roche (term of office to expire in 2017) For Withhold Authority For Against Abstain 4. To approve, on an advisory (non-binding) basis, the compensation of Vicon’s named executive officers as disclosed in the Compensation Discussion and Analysis – Executive Compensation section of the accompanying proxy statement/prospectus/consent solicitation For Against Abstain 5. To approve the ratification of the appointment of BDO USA, LLP as Vicon’s independent registered public accounting firm for the fiscal year ending September 30, 2014 Proposals — The Board of Directors recommends a vote FOR the nominees listed as to Proposal 3 and FOR Proposals 1, 2, 4 and 5. 1. To approve the issuance of shares of Vicon common stock to shareholders of IQinVision, Inc., a California corporation (“IQinVision”), pursuant to the Agreement and Plan of Merger and Reorganization dated March 28, 2014, by and among Vicon, IQinVision, and VI Merger Sub, Inc., a California corporation and wholly owned subsidiary of Vicon (“Merger Sub”), pursuant to which Merger Sub will be merged with and into IQinVision, with IQinVision surviving as a wholly owned subsidiary of Vicon. NNNNNNNNNNNN 2 0 3 0 2 8 2 NN NN NN NN N

q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q . Proxy — Vicon Industries, Inc. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS SOLICITED BY BOARD OF DIRECTORS The undersigned hereby appoints KENNETH M. DARBY and ARTHUR D. ROCHE and each of them, with full power of substitution, to represent the undersigned and to vote all of the shares of stock in Vicon Industries, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of said corporation to be held at Vicon Industries, Inc., 131 Heartland Boulevard, Edgewood, New York, on Thursday, August 28, 2014 at 10:00 a.m. local time, and at any adjournment or postponement thereof (1) as hereinafter specified upon the proposals listed on the reverse side and as more particularly described in the accompanying proxy statement/prospectus/consent solicitation, receipt of which is hereby acknowledged, and (2) in their discretion upon such other matters as may properly come before the Annual Meeting. The Board of Directors recommends a vote FOR Proposals 1, 2, 4 and 5 and FOR the nominees listed as to Proposal 3. The shares represented hereby shall be voted as specified. If no specification is made, such shares shall be voted FOR Proposals 1, 2, 4 and 5 and FOR the nominees listed as to Proposal 3. (Continued and to be signed on reverse side.) YOUR VOTE IS IMPORTANT PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.