-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qqoahm5CBpQAvqftpWRmy3bARI/YZo2ScDw3Ts6hMI/CGiwvpg9jWyifz7vVqpnm OtnnKUExeI37NY02we9F5Q== 0000950130-99-005453.txt : 19990928 0000950130-99-005453.hdr.sgml : 19990928 ACCESSION NUMBER: 0000950130-99-005453 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990927 GROUP MEMBERS: CBC AMERICA CORP GROUP MEMBERS: CBC CO., LTD. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33880 FILM NUMBER: 99717614 BUSINESS ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5169522288 MAIL ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBC AMERICA CORP CENTRAL INDEX KEY: 0001095683 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132978219 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 MALL DRIVE CITY: COMMACK STATE: NY ZIP: 11725 BUSINESS PHONE: 5168649700 MAIL ADDRESS: STREET 1: 55 MALL DRIVE CITY: COMMACK STATE: NY ZIP: 11725 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Vicon Industries, Inc. -------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share -------------------------------------------------------------- (Title of Class of Securities) 925811 10 1 ------------------------------------ (CUSIP Number) Mr. Kazuyoshi Sudo CBC (AMERICA) Corp. 55 Mall Drive Commack, New York 11725 (516) 864-9700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: William C.F. Kurz, Esq. Winthrop, Stimson, Putnam & Roberts New York, New York 10004 (212) 858-1242 September 27, 1999 -------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] CUSIP NO. 925811101 Page 2 of 8 Pages SCHEDULE 13D/A 1. NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON CBC (AMERICA) Corp. (f/k/a Chugai Boyeki (America) Corp.) 13-2978219 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER NUMBER OF 548,715 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 548,715 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - CBC Co., Ltd. may deemed to have indirect beneficial ownership of the 548,715 shares owned by its wholly-owned subsidiary, CBC (AMERICA) Corp. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 14. TYPE OF REPORTING PERSON CO 2 CUSIP NO. 925811101 Page 3 of 8 Pages SCHEDULE 13D/A 1. NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON CBC Co., Ltd. (f/k/a Chugai Boyeki Co., Ltd.) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Japan 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - CBC Co., Ltd. may deemed to have indirect beneficial ownership of the 548,715 shares owned by its wholly-owned subsidiary, CBC (AMERICA) Corp. 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3 14. TYPE OF REPORTING PERSON CO ITEM 1. SECURITY AND ISSUER. This report on Schedule 13D/A (the "Amendment") relates to the common stock, par value $0.01 per share (the "Common Stock"), of Vicon Industries, Inc., a New York corporation ("Vicon"), which has its principal offices at 89 Arkay Drive, Hauppauge, New York 11788. The original report on Schedule 13D relating to the Common Stock was filed on May 29, 1987 by Chugai International Corp., which initially changed its name to Chugai Boyeki (America) Corp. and subsequently changed its name to CBC (AMERICA) Corp. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is being filed on behalf of CBC (AMERICA) Corp., a New York corporation (the "Company"), that conducts its business and maintains its principal office at 55 Mall Drive, Commack, New York 11725, and CBC Co., Ltd., a Japanese corporation (f/k/a Chugai Boyeki Co., Ltd.) (the "Parent"), that conducts its business and maintains its principal office at 2-15-13 Tsukishima, Chuo-Ku, Tokyo, 104-0052, Japan. The Company is a wholly-owned subsidiary of the Parent. The Company's principal business is as an importer, exporter and United States distributor of certain products, including chemicals, plastics, foodstuffs, opticals and electronics. The following is information with respect to the identity and background of the Company's executive officers and directors: Name Title and Occupation Business Address - ---- -------------------- ------------------ Kazuyoshi Sudo Senior Executive Vice 55 Mall Drive President and Chief Commack, NY 11725 Executive Officer and Director Hidekazu Atarashi Executive Vice President Same as above and Director The Parent's principal business is as an importer, exporter and Japanese distributor of certain products, including chemicals, plastics, foodstuffs, opticals and electronics. The following is information with respect to the identity and background of the Parent's executive officers and directors: 4
Name Title and Occupation Business Address - ---- -------------------- ---------------- Utaro Doi President and Director 2-15-13 Tsukishima Cho-Ku, Tokyo, 104, Japan Sho Asakura Executive Senior Managing Director Same as above Nobumasa Kobayashi Senior Managing Director Same as above Minoru Fujii Senior Managing Director Same as above Hiroaki Shimada Managing Director Same as above Yoshiyo Makino Managing Director Same as above Tsuyoshi Katagami Managing Director Same as above Takashi Shimoaka Managing Director Same as above Kiyotaka Sato Director Same as above Takayasu Owada Director Same as above Kazuyoshi Sudo Director 55 Mall Drive Commack, NY 11725 Yasuo Hori Director 2-15-13 Tsukishima Cho-Ku, Tokyo, 104, Japan
All of the executive officers and directors employed by the Parent and the Company are Japanese citizens, certain of which are currently residing in the United States. During the past five years neither the Parent nor the Company nor, to the best of their knowledge, any of their respective officers and directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and, as a result of such proceeding, was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable. ITEM 4. PURPOSE OF TRANSACTION. In the past, the Parent and the Company have acquired Common Stock of Vicon for the purpose of investment, but neither has any present plan or proposal to acquire additional shares of Vicon's Common Stock. Depending on business, economic and market conditions and other factors, the Company may from time to time sell shares of Vicon Common Stock on the American Stock Exchange or in off- exchange negotiated transactions. ITEM 5. INTEREST IN SECURITIES OF ISSUER. On May 20, 1987, the Company purchased 285,715 shares of Vicon's Common Stock at an aggregate purchase price of $3,000,007.50, pursuant to a Stock Purchase Agreement dated April 20, 1987 by and between the Company and Vicon. In order to fund the purchase of the Common Stock, the Company obtained an intercompany loan from an affiliate of the Company and the Parent on or about such date. From December 20, 1988 through February 2, 1989, the Company purchased 23,000 shares of Vicon's Common Stock on the open market for an aggregate purchase price of $110,662.50. The Company's working capital was used to purchase such shares. On September 30, 1989, the Parent purchased 100,000 shares of Vicon's Common Stock at an aggregate purchase price of $950,000 pursuant to a Stock Purchase Agreement dated September 6, 1989 by and between the Parent and Vicon. The Parent's working capital was used to purchase such shares. From September 6, 1990 through March 12, 1991, the Company purchased 100,000 shares of Vicon's Common Stock on the open market for an aggregate purchase price of $287,875.17. The Company's working capital was used to purchase such shares. On August 1, 1991, the Company purchased 40,000 shares of Vicon's Common Stock form Mr. Donald Horn, the then Chairman of the Board of Vicon, in a private purchase transaction for an aggregate purchase price of $110,000. The Company's working capital was used to purchase such shares. On February 10, 1999, the Parent transferred 100,000 shares of Vicon's Common Stock to the Company at an aggregate price of $750,000. The Company's working capital funds were used to acquire such Shares. 6 The Company is the beneficial owner of, and the Parent may be deemed to have indirect beneficial ownership of, 548,715 shares of Common Stock of Vicon, which represents approximately 12.2% of Vicon's Common Stock issued and outstanding as of December 15, 1998. The Company has sole voting and investment power over such shares. In addition, Mr. Kazuyoski Sudo, an officer of the Company, as well as a Director of Vicon, is the beneficial owner of 9,000* shares of Vicon's Common Stock. The Company and the Parent disclaim beneficial ownership of the shares of Common Stock owned by Mr. Sudo. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Power of Attorney from the Parent authorizing Mr. Kazuyoshi Sudo to sign this Amendment No. 9 to Schedule 13D/A on behalf of the Parent. ________________________ * Such amount excludes currently exercisable options to purchase 12,125 shares of Vicon's Common Stock. 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CBC (AMERICA) CORP. By: /s/ KAZUYOSHI SUDO ---------------------------- Name: Kazuyoshi Sudo Title: Senior Executive Vice President CBC CO., LTD. By: /s/ KAZUYOSHI SUDO ---------------------------- Name: Kazuyoshi Sudo Title: Attorney-In-Fact Dated: September 27, 1999 8 EX-1 2 POWER OF ATTORNEY FROM THE PARENT EXHIBIT NO. 1 POWER OF ATTORNEY ----------------- UTARO DOI, the President of CBC Co., Ltd., a Japanese corporation (the "Corporation"), whose signature appears below, hereby gives a power of attorney to Kazuyoshi Sudo to execute and deliver on the Corporation's behalf an amendment to Schedule 13D, a Form 4, a Form 5 or any other forms or reports to be filed in connection with the transfer by the Corporation of 100,000 shares of common stock, par value $0.01 per share, of Vicon Industries, Inc., ("Vicon") to CBC (AMERICA) Corp., a New York corporation ("CBC AMERICA"), or the sale by CBC AMERICA of any of the shares of common stock of Vicon owned by CBC AMERICA. IN WITNESS WHEREOF the Corporation has caused this power of attorney to be duly executed by its President effective as of September 9, 1999 /s/ UTARO DOI -------------------------------- Utaro Doi, President CBC Co., Ltd. -----END PRIVACY-ENHANCED MESSAGE-----