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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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Vicon Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
0009258111
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(CUSIP Number)
Mr. Chu Chun 915 Hartford Turnpike
c/o International Industries, Inc. Shrewsbury, MA 01545 (508) 842-0300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 13, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)
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SCHEDULE 13D
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CUSIP NO. 0009258111 PAGE 2 OF 6 PAGES
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________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chu S. Chun
###-##-####
________________________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) / /
(b) / X /
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF _________________________________________________________________
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 299,457*
EACH _________________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH _________________________________________________________________
10 SHARED DISPOSITIVE POWER
299,457*
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,457*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES * / /
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON *
IN
________________________________________________________________________________
*Beneficial ownership of all but 48,400 shares is expressly disclaimed.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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Item 1. Security and Issuer.
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Common Stock, $.01 par value
Vicon Industries, Inc.
525 Broad Hollow Road
Melville, NY 11747
Item 2. Identity and Background.
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(a) Name: Chu Chun
(b) Business Address:
c/o International Industries, Inc.
915 Hartford Turnpike
Shrewsbury, MA 01545
(c) Principal Occupation:
Chairman and Chief Executive Officer,
International Industries, Inc.
See Item 2(b) for address
Principal business: International Trading
(d) During the last five years, the reporting person has
NOT been convicted of a criminal proceeding.
(e) During the last five years, the reporting person has
NOT been a party to civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, 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.
(f) United States Citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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On December 31, 1994, the Reporting Person and his wife,
Katy Chun, jointly purchased 40,800 shares of the Issuer's stock
at $1.375 per share in a private transaction. On December 31,
1994, the Reporting Person's wife and daughter, who is of
majority age but who lives with the Reporting Person, jointly
purchased 20,000 shares of the Issuer's stock at $1.375 per share
in a private transaction (the "Aileen Shares"). Though the
Reporting Person expressly disclaims beneficial ownership of the
Aileen Shares, the Reporting Person could be deemed the
beneficial owner thereof. All of the foregoing purchases were
made with personal funds of the purchasers thereof.
On various dates from December 6, 1995 through December 20, 1995,
the Reporting Person's daughter, Hannah, who is of majority age
and who does not live with the Reporting Person but who will give
or has given the Reporting Person her proxy, purchased 9,700 shares
of the Issuer's stock at prices ranging from $1.25 to $1.375 per
share (the "Hannah Shares"). All purchases were private transactions
made with personal funds of Hannah. Though the Reporting Person
expressly disclaims beneficial ownership of the Hannah Shares, the
Reporting Person could be deemed the beneficial owner thereof.
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On various dates from August 25, 1993 through October 21,
1994, International Industries, Inc. Pension Plan (the "III
Pension Plan"), of which the Reporting Person is the sole
trustee, purchased an aggregate of 5,700 shares of the Issuer's
stock at various prices ranging from $1.75 to $2.125 per share in
open market transactions. Though the Reporting Person expressly
disclaims beneficial ownership of these shares, the Reporting
Person could be deemed the beneficial owner thereof. The
foregoing purchases were made with funds of the III Pension Plan.
On August 25, 1993 and November 3, 1993, International IMEX,
Inc. Profit Sharing Plan (the "IMEX Plan") purchased 500 and 400
shares, respectively, of the Issuer's stock at $2.125 and $1.875
per share, respectively, in open market transactions. The
Reporting Person is the sole trustee of the IMEX Plan. Though
the Reporting Person expressly disclaims beneficial ownership of
these shares, the Reporting Person could be deemed the beneficial
owner thereof. The foregoing purchases were made with funds of
the IMEX Plan.
On September 27, 1995 and May 17, 1995, the III Pension
Plan, respectively and IMEX Plan were merged into the
International Industries, Inc. Profit Sharing Plan (the "III
Profit Plan").
On various dates from August 25, 1993 through January 25,
1996, the III Profit Plan, of which the Reporting Person is the
sole trustee, purchased an aggregate of 58,000 shares of the
Issuer's stock. 33,200 were purchased in open market
transactions at prices ranging from $1.1875 to $2.125 per share
and 24,800 were purchased in private transactions at $1.375 per
share. Though the Reporting Person expressly disclaims
beneficial ownership of these shares, the Reporting Person could
be deemed the beneficial owner thereof. The foregoing purchases
were made with funds of the III Profit Plan.
Item 4. Purpose of Transaction.
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The purpose of the purchases is for investment.
Item 5. Interest in Securities of the Issuer.
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(a) Aggregate number of shares which the Reporting
Person may be deemed to beneficially own: 299,457
Percentage of class: 10.8%. The Reporting Person
expressly disclaims beneficial ownership of all
but 48,400 of these shares.
(b) (i) The Reporting Person owns 48,400 shares
(approximately 1.5%) of the Issuer's securities
jointly with his wife, and therefore shares voting
and dispositive power with her. The name of the
Reporting Person's wife is Katy Chun. Her address
is PH-5, 75-83 Cambridge Parkway, Cambridge, MA
02142. Mrs. Chun is not employed and has not,
during the
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last five years, been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors) nor has she been a party
to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result been subject to a judgment, 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.
(ii) The Reporting Person serves as a sole trustee of
the International Industries, Inc. Profit Sharing
Plan (the "Plan") that owns 195,657 shares of the
Issuer's securities. As a result of his position
as trustee, the Reporting Person may be deemed to
beneficially own these securities and share voting
and dispositive power with the Plan. However, the
Reporting Person expressly disclaims such
beneficial ownership.
(iii) The Reporting Person's wife and daughter Aileen jointly
own 45,700 shares of the Issuer's securities. The
Reporting Person may be deemed to beneficially own
and therefore share voting and dispositive power
with respect to those securities owned by his wife
and daughter, who is of majority age but who is
living with the Reporting Person. However, the
Reporting Person expressly disclaims such
beneficial ownership.
(iv) The Reporting Person's daughter (Hannah) owns 9,700
shares of the Issuer's securities. The Reporting
Person may be deemed to beneficially own and therefore
share voting power with respect to these securities
because Hannah has given or will give her proxy to the
Reporting Person. However, the Reporting Person
expressly disclaims such beneficial ownership.
(c) Following are all transactions which might be
attributed to the Reporting Person all of which
were purchases effected by the Plan. Other than
Purchases by the Plan and Hannah, there were no
transactions by the Reporting Person in the last
60 days.
<TABLE>
<CAPTION>
Date No. of Shares Price Per Share How Purchased
---- ------------- --------------- -------------
<S> <C> <C> <C>
12/19/95 1,000 $1.375 open market
12/20/95 500 1.25 open market
1/2/96 500 1.1875 open market
1/2/96 1,300 1.1875 open market
1/2/96 2,500 1.25 open market
1/2/96 1,500 1.25 open market
1/2/96 1,700 1.25 open market
1/25/96 9,000 1.375 private
purchase
</TABLE>
Beneficial ownership of the foregoing is expressly
disclaimed by the Reporting Person.
(d) Other than those persons described in Item 5(b)
above, no other person has the right to receive or
the power to direct the receipt of dividends from,
or the proceeds from the sale of, the securities.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
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With Respect to Securities of the Issuer.
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The Reporting Person has not entered into any contracts,
arrangements, understandings or relationships with respect to any
securities of the Issuer other than documents creating and
governing the trustee position under the Plans which do not
specifically relate to the securities of the Issuer, and the proxy
he has or will receive from his daughter, Hannah.
Item 7. Material to be Filed as Exhibits.
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Not applicable.
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.
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Date
/s/ Chu S. Chun
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Signature
Chu S. Chun
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Name
