0000310056-17-000049.txt : 20171108 0000310056-17-000049.hdr.sgml : 20171108 20171108164619 ACCESSION NUMBER: 0000310056-17-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171107 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20171108 DATE AS OF CHANGE: 20171108 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: 171187197 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-kforclosingofbackstopan.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): November 7, 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 3.02 Unregistered Sales of Equity Securities.
 
On November 8, 2017, in connection with the closing of its previously-announced rights offering, Vicon Industries, Inc. (the “Company”) issued 7,500,000 shares of its common stock to NIL Funding Corporation for an aggregate purchase price of $3.0 million, pursuant to the Investment Agreement, dated as of July 27, 2017, between the Company and NIL Funding. The sale of such shares was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.


Item 7.01. Regulation FD Disclosure.

On November 7, 2017, the Company completed its rights offering and, in connection therewith, issued 704,235 shares of common stock to the rights offering participants, raising gross proceeds of approximately $282,000.






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: November 8, 2017


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