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): March 23, 2018

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 1.01. Entry into a Material Definitive Agreement.

On March 23, 2018, Vicon Industries, Inc. (the “Company”) entered into a letter agreement (the “Side Letter”) with Cemtrex, Inc., a Delaware corporation (“Cemtrex”), in connection with the purchase by Cemtrex from NIL Funding Corporation (“NIL”) of 7,284,824 shares of the Company’s common stock and a warrant to purchase 1,500,000 shares of the Company’s common stock, pursuant to a Securities Purchase Agreement, dated as of March 23, 2018 (the “Purchase Agreement”), between NIL and Cemtrex.

Pursuant to the Side Letter, on March 23, 2018, the date of the closing of the transaction under the Purchase Agreement:

• the size of the Company’s Board of Directors was set at five (5) members, Julian A. Tiedemann resigned as a director of the Company, and the two resulting vacancies were filled with Saagar Govil, as Chairman of the Board, and Aron Govil;

• Saagar Govil replaced John M. Badke as the Company’s Chief Executive Officer, with Mr. Badke being appointed to serve as the Company’s Chief Operating Officer and continuing to serve as the Company’s Chief Financial Officer; and

• the Company’s Board of Directors approved the transaction under the Purchase Agreement such that Section 912 of the New York Business Corporation Law (the “NYBCL”) does not apply to a business combination between Cemtrex and the Company following the transaction under the Purchase Agreement.

The foregoing is a summary of the material terms of the Side Letter, does not purport to be complete, and is subject to and qualified in its entirety by reference to the text of the Side Letter, which has been filed as an exhibit to this Current Report on Form 8-K.

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

On March 23, 2018, Julian A. Tiedemann resigned as a director and Chairman of the Board of the Company.

On March 23, 2018, in accordance with its agreement under the Side Letter, the Company’s Board of Directors appointed Saagar Govil as the Chairman of the Board and Chief Executive Officer of the Company. In accordance with the NYBCL, Saagar Govil will serve as a director until the next annual meeting of shareholders of the Company.

Saagar Govil, age 31, has been the Chairman of Cemtrex since June 2014, and its Chief Executive Officer and President since December 2011. He has been working at Cemtrex since 2008, initially as a field engineer, subsequently moving into sales and management roles as Vice President of Operations. Saagar was recently recognized as a Forbes’ 30 Under 30 in 2016, Business Insiders #17 on Top 100 of Silicon Alley in 2015, and Top 40 Under 40 by Stony Brook University in 2014. Saagar Govil has a B.E. in Materials Engineering from Stony Brook University, N.Y. Saagar Govil is the son of Aron Govil. Other than the Side Letter, there are no arrangements or understandings with Saagar Govil pursuant to which he was appointed as a director, or any related party transactions between the Company and Saagar Govil that are subject to disclosure under Item 404(a) of Regulation S-K. 

On March 23, 2018, in accordance with its agreement under the Side Letter, the Company’s Board of Directors appointed Aron Govil to serve as a director of the Company. Aron Govil, age 60, is Cemtrex’s Executive Director and has been with Cemtrex since December 2004. In June 2014, Aron Govil resigned as Chairman of Cemtrex. Aron Govil is also President of Ducon Technologies Inc., a privately-held company engaged in energy and environmental control systems since 1996. Prior, Aron Govil worked at various management and technical positions in the environmental industry. Aron Govil holds a B.E. degree in chemical engineering and an M.B.A. in Finance. He is also a Professional Engineer licensed in New York and New Jersey. In accordance with the NYBCL, Aron Govil will serve as a director until the next annual meeting of shareholders of the Company. Other than the Side Letter, there are no arrangements or understandings with Aron Govil pursuant to which he was appointed as a director, or any related party transactions between the Company and Aron Govil that are subject to disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement between the Company and Cemtrex, Inc. dated March 23, 2018.

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: March 27, 2018

VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Chief Operating Officer and

Chief Financial Officer

EX-10.1

EXHIBIT 10.1

VICON INDUSTRIES, INC.

March 23, 2018

Cemtrex, Inc.

19 Engineers Lane

Farmingdale, New York 11735

Attention:Mr. Saagar Govil

President and Chief Executive Officer

Ladies and Gentlemen:

Reference is hereby made to the Securities Purchase Agreement, dated as of March 23, 2018 (the “Agreement”), by and between Cemtrex, Inc., a Delaware corporation (“Cemtrex”) and NIL Funding Corporation, a Delaware corporation (“Seller”) with respect to the purchase of certain securities of Vicon Industries, Inc., a New York corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter (this “Side Letter”) shall have the meanings ascribed to them in the Agreement.

As of the date hereof, the Company and Cemtrex have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “Board”) and certain other matters, as provided in this Side Letter. The Company and the Board deem the Agreement and the transactions contemplated thereby and the matters set forth in this Side Letter to be desirable and in the best interests of the Company and its shareholders. In connection with the Agreement, a true and correct copy of which has been provided to the Company by Cemtrex, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as set forth in this Side Letter.

1.Board of Directors. The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to set the size of the Board to five (5) members upon the Closing. Upon the Closing, Julian A. Tiedemann, the Chairman of the Board, shall promptly resign as Chairman and as a member of the Board. The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to, upon the Closing, (i) appoint Saagar Govil and Aron Govil as directors of the Company and (ii) appoint Saagar Govil as Chairman of the Board.

2.Executive Officers. The Company agrees that the Board and all applicable committees of the Board shall take all necessary actions to, upon the Closing, (i) accept the resignation of John M. Badke from the position of Chief Executive Officer of the Company, or otherwise remove him from such position, and appoint him as the Chief Operating Officer of the Company (it being understood that he shall continue to serve as the Company’s Chief Financial Officer), and (ii) appoint Saagar Govil as the Chief Executive Officer of the Company, with such compensation as may be agreed to by the Board following the date hereof.

3.Change of Control Provisions. The Company and the Board shall take all necessary actions to ensure that the transactions contemplated by the Agreement shall not trigger any “Change of Control” provisions and/or payments under any employment agreement between the Company and any employees (including, but not limited to, (i) the Employment and Deferred Compensation Agreement, dated January 2, 2006, between the Company and John M. Badke, as amended, and (ii) the Employment Agreement, dated August 7, 2006, between the Company and Bret M. McGowan) or any employee benefit plan (including, but not limited to, the 2007 Stock Incentive Plan). The Company and the Board shall further take all necessary actions to approve the Agreement and the transactions contemplated thereby and any other actions such that Section 912 of the New York Business Corporation Law shall not apply to Cemtrex following the Closing.

4.Condition Precedent.The obligations of the Company under this Side Letter shall be subject to the condition that Seller has waived all change of control provisions set forth in the NIL Credit Documents which may be triggered as a result of the transactions contemplated by the Agreement, which such waiver is set forth in Section 7.04 of the Agreement.

Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Side Letter. Neither this Side Letter nor any term hereof may be changed or waived (either generally or in a particular instance and either retroactively or prospectively) absent the written consent of each of the parties. No delay or omission to exercise any right, power, or remedy accruing to any of the parties hereto upon any breach or default by the other under this Side Letter shall impair any such right, power, or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. THIS SIDE LETTER AND ITS ENFORCEMENT, AND ANY CONTROVERSY ARISING OUT OF OR RELATING TO THE MAKING OR PERFORMANCE OF THIS SIDE LETTER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO NEW YORK’S PRINCIPLES OF CONFLICTS OF LAW. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and may be duly executed by the exchange of signatures via electronic means such as a .pdf.

[Signature Page Follows]

If the above correctly reflects our understanding and agreement with respect to the foregoing matters, please so confirm by signing and returning to us a copy of this letter.

Sincerely,
VICON INDUSTRIES, INC.
By:	/s/ John M Badke
	Name: John M. Badke
	Title: CEO

Accepted and Agreed to:

CEMTREX, INC.
By:	/s/ Saagar Govil
	Name: Saagar Govil
	Title: President and Chief Executive Officer