0000310056-17-000040.txt : 20170919 0000310056-17-000040.hdr.sgml : 20170919 20170919172525 ACCESSION NUMBER: 0000310056-17-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170919 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170919 DATE AS OF CHANGE: 20170919 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07939 FILM NUMBER: 171092758 BUSINESS ADDRESS: STREET 1: 135 FELL COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 6319522288 MAIL ADDRESS: STREET 1: 135 FELL COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 8-K 1 a8-kforrightsoffering.htm 8-K Document


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): September 19, 2017

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.)

135 Fell Court, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 







Item 7.01. Regulation FD Disclosure.

On September 19, 2017, the Company issued a press release announcing its intention to conduct a rights offering and certain important dates for the offering. The rights offering will be made pursuant to the Company’s effective registration statement on Form S-1 (Reg. No. 333-219767) on file with the U.S. Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor such press release constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any proposed offering referenced herein will be made only by means of a prospectus.
 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
99.1
Press Release dated September 19, 2017









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: September 19, 2017


VICON INDUSTRIES, INC.
 
 
 
By: /s/ John M. Badke
 
John M. Badke
 
Chief Executive Officer and
 
Chief Financial Officer
 
 
 
 
 












EXHIBIT INDEX

Exhibit No.        Description
99.1            Press Release dated September 19, 2017













EX-99.1 2 exhibit991-pressreleasefor.htm EXHIBIT 99.1 Exhibit




EXHIBIT 99.1


VICON INDUSTRIES ANNOUNCES IMPORTANT DATES AND TERMS FOR RIGHTS OFFERING

HAUPPAUGE, N.Y. - September 19, 2017 - Vicon Industries, Inc. (NYSE American: VII), a global producer of video security solutions, today announced the terms of its previously reported rights offering.
Under the terms of the rights offering, the Company is distributing one non-transferable subscription right for each share of the Company's common stock then owned, at no charge, to the holders of its common stock as of 5:00 p.m. New York City time on September 22, 2017. Each subscription right will entitle the holder to purchase one share of common stock at the subscription price of $0.40 per share. The rights offering also includes an over-subscription privilege, which entitles a shareholder who exercises all of its basic subscription rights in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription privilege. A total of 9,348,388 new shares of common stock will be available for issuance pursuant to the rights offering, which would generate up to $3.7 million of gross proceeds if fully exercised. The Company expects to utilize the estimated net proceeds of the rights offering to repay indebtedness under its revolving credit facility.
Mailing of offering materials to shareholders is expected to begin on October 3, 2017, and the subscription period will expire at 5:00 p.m., New York City time, on October 19, 2019, unless extended.
In addition, as previously reported, NIL Funding Corporation, the Company’s secured lender, has agreed to purchase up to $3 million of the Company’s common stock following the closing of the rights offering, subject to certain terms and conditions set forth in an Investment Agreement between NIL Funding and the Company.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-1 (Reg. No. 333-219767) relating to the common stock to be sold in the rights offering has been declared effective by the Securities and Exchange Commission. The offering will be made only by means of a prospectus which is a part of the registration statement. A copy of the prospectus may be obtained from the information agent, Broadridge Corporate Issuer Solutions, Inc. at (855) 793-5068.
About Vicon
Vicon Industries, Inc. (NYSE American: VII) is a global producer of video management systems and system components for use in security, surveillance, safety and communication applications by a broad range of end users. Vicon’s product line consists of various elements of a video system, including video management software, recorders and storage devices and capture devices (cameras). Headquartered in Hauppauge, New York, the Company also has offices in Yavne, Israel; the United Kingdom and San Juan Capistrano, California. More information about Vicon, its products and services is available at www.vicon-security.com.
Special Note Regarding Forward-looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our proposed fundraising activities. These forward-looking statements are based on management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.