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) |
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 |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Title of each class of securities to be registered | Amount to be registered(1)(2) | Proposed maximum offering price per share | Proposed maximum aggregate offering price(3) | Amount of registration fee(4) | ||||
Common Stock, par value $0.01 per share | 18,450 | N/A | $74,907 | $9.65 | ||||
(1) | Represents the maximum number of additional shares of common stock, par value $0.01 per share (“Vicon common stock”), of Vicon Industries, Inc. (“Vicon”) issuable to holders of capital stock (“IQinVision capital stock”) of IQinVision, Inc. (“IQinVision”) in the proposed merger (the “Merger”) of IQinVision with VI Merger Sub, Inc., a wholly owned subsidiary of Vicon (“Merger Sub”), with IQinVision surviving as a wholly owned subsidiary of Vicon. Vicon common stock is listed on the NYSE MKT Market under the symbol “VII.” |
(2) | This number is based on the exchange of 4,522,335 shares of Vicon common stock for 12,929,025 shares of IQinVision capital stock pursuant to the formula set forth in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated March 28, 2014, by and among Vicon, IQinVision and Merger Sub. |
(3) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, the proposed maximum aggregate offering price of Vicon common stock was calculated based upon the market value of shares of Vicon common stock in accordance with Rule 457(c) under the Securities Act as follows: the product of (i) $4.06, the average of the high and low prices per shares of Vicon common stock on August 27, 2014, as quoted on the NYSE MKT, and (ii) 18,450, the estimated maximum number of additional shares of Vicon common stock which may be exchanged in the Merger. |
(4) | The registrant previously paid a filing fee of $1,519.86 in connection with registering 4,503,885 shares of its common stock in its Registration Statement on Form S-4 (Registration No. 333-196386) filed with the Commission on May 29, 2014. An additional registration fee of $9.65 is being paid for the registration for an additional 18,450 shares of common stock in accordance with Section 6(b) of the Securities Act, as amended, at a rate equal to $128.80 per $1,000,000 of the proposed maximum aggregate offering price. |
Exhibits | |
5.1 | Opinion of Fox Rothschild LLP, regarding the legality of the additional securities being issued |
23.1 | Consent of BDO USA, LLP |
23.2 | Consent of Moss Adams LLP |
23.3 | Consent of Fox Rothschild LLP (included in Exhibit 5.1) |
23.4 | Consent of TM Capital |
23.5 | Consent of Imperial Capital |
24.1 | Power of Attorney (included herein by reference to the signature page to Vicon’s Registration Statement on Form S-4 (Registration No. 333-196386)) |
VICON INDUSTRIES, INC. | ||
By: | /s/ Kenneth M. Darby Kenneth M. Darby Chairman and Chief Executive Officer | |
Signature | Title | Date | |||
/s/ Kenneth M. Darby Kenneth M. Darby | Chairman and Chief Executive Officer (Principal Executive Officer) | August 28, 2014 | |||
/s/ John M. Badke John M. Badke | Chief Financial Officer (Principal Financial and Accounting Officer) | August 28, 2014 | |||
* | ____________________ W. Gregory Robertson | Director | August 28, 2014 | ||
* | ____________________ Arthur D. Roche | Director | August 28, 2014 | ||
* | ____________________ Bernard F. Reynolds | Director | August 28, 2014 | ||
* | ____________________ Julian A. Tiedemann | Director | August 28, 2014 | ||
* | The undersigned is signing and executing this registration statement on behalf of each director named above pursuant to a Power of Attorney granted by each such director, which was filed with the Securities and Exchange Commission on May 29, 2014 as part of the registrant’s Registration Statement on Form S-4 (Registration No. 333-196386). | ||||
/s/ Kenneth M. Darby Kenneth M. Darby Attorney in Fact |
Exhibits | |
5.1 | Opinion of Fox Rothschild LLP, regarding the legality of the additional securities being issued |
23.1 | Consent of BDO USA, LLP |
23.2 | Consent of Moss Adams LLP |
23.3 | Consent of Fox Rothschild LLP (included in Exhibit 5.1) |
23.4 | Consent of TM Capital |
23.5 | Consent of Imperial Capital |
24.1 | Power of Attorney (incorporated herein by reference to Exhibit 24.1 of Vicon’s Registration Statement on Form S-4 (Registration No. 333-196386)) |
Very truly yours, | |
/s/ TM Capital Corp. | |
TM Capital Corp. |
Very truly yours, | |
/s/ Imperial Capital, LLC | |
Imperial Capital, LLC |