SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New York 11-2160665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
89 Arkay Drive, Hauppauge, New York 11788
(Address of Principal Executive Offices) (Zip Code)
VICON INDUSTRIES, INC.
1996 Incentive Stock Option Plan and
1996 Non-Qualified Stock Option Plan for Outside Directors
(Full Title of the Plan)
Kenneth M. Darby
President and Chief Executive Officer
Vicon Industries, Inc.
89 Arkay Drive
Hauppauge, NY 11788
(516) 952-2288
(Name, Address and Telephone Number of Agent for Service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to offering price aggregate registra-
be registered be registered per share (1) offering price (1) tion fee
Common Stock, 250,000 shares (2) $2.9409 $735,219 $223.00
par value
$.01 per share
(1) Estimated solely for the purpose of calculating the registration fee.
Proposed maximum aggregate offering price is calculated pursuant to Rule
457(h)(1) based on: (1) the aggregate of the exercise prices ($612,188)
of outstanding options for 219,000 shares, plus (2) with respect to
options for 31,000 shares reserved for grant, the average of the high and
low prices of the Common Stock on the American Stock Exchange on June 10,
1997 ($3.96875).
(2) The maximum number of shares as to which options may be granted under the
Vicon Industries, Inc. 1996 Incentive Stock Option Plan and 1996 Non-
Qualified Stock Option Plan for Outside Directors. In addition, pursuant
to Rule 416 under the Securities Act of 1933, this registration statement
also covers an indeterminate number of shares as may be required to cover
possible adjustments under such Plan.
- 2 -
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents filed by Vicon Industries, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for its fiscal year ended
September 30, 1996, filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
2. The Company's Quarterly Reports on Form 10-Q for its quarters ended
December 31, 1996 and March 31, 1997, filed pursuant to Section 13(a) or 15(d)
of the Exchange Act.
3. The description of the Common Stock contained in the Company's
Registration Statement on Form S-1, SEC File No. 2-66511, filed under Section 12
of the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in and to be a part of this Registration
Statement from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
- 3 -
<PAGE>
Item 6. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation is silent with respect to
indemnification of directors and officers.
Article 7 of the New York Business Corporation Law provides for the
indemnification of directors and officers subject to certain limitations.
Among other matters, the statute provides that to be entitled to
indemnification under the statutory provisions, a person who is sued or
threatened to be sued by reason of being a director or officer of a New York
corporation must affirmatively establish that he acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
corporation. The statute required court approval to provide indemnification in a
derivative action under certain circumstances. Additionally, the indemnification
to which directors, officers and other persons serving the corporation are
entitled excludes amounts payable in a derivative action where the director,
officer or other person is adjudged to be liable to the corporation.
The By-laws of the Company provide for the indemnification of its
directors and officers to the maximum extent provided by law.
The Company's directors and officers are insured against certain
liabilities for actions taken in such capacities, but not including liabilities
under the Securities Act of 1933, the Securities Exchange Act of 1934 or similar
state laws relating to any offering of securities.
Item 7. Exemption from Registration Claimed
Not Applicable
- 4 -
<PAGE>
Item 8. Exhibits
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Documents
5 Opinion of Schoeman, Marsh & Updike, LLP
dated June 17, 1997 as to the legality of
original issuance of shares of Common Stock
being
registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Schoeman, Marsh & Updike
(included in Exhibit 5).
Item 9. Undertakings
1. The undersigned registrant hereby undertakes to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2. The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
3. The undersigned registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the offering;
4. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
- 5 -
<PAGE>
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
- 6 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Smithtown, State of New York, on the 20th of June,
1997.
VICON INDUSTRIES, INC.
By Kenenth M. Darby
Kenneth M. Darby
President and Chief
Executive Officer
June 20, 1997
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Kenneth M. Darby President, Chief
Kenneth M. Darby Executive Officer, June 20, 1997
and Director Date
Arthur D. Roche Executive Vice President,
Arthur D. Roche Chief Financial Officer, June 20, 1997
and Director Date
Donald N. Horn Chairman of the Board June 20, 1997
- -------------------- -------------
Donald N. Horn Date
Arthur V. Wallace Director June 20, 1997
- -------------------- -------------
Arthur V. Wallace Date
Peter F. Barry Director June 20, 1997
- -------------------- -------------
Peter F. Barry Date
- 7 -
<PAGE>
Michael D. Katz Director June 20, 1997
- -------------------- -------------
Michael D. Katz Date
Milton F. Gidge Director June 20, 1997
- -------------------- -------------
Milton F. Gidge Date
Peter F. Neumann Director June 20, 1997
- -------------------- -------------
Peter F. Neumann Date
Kazuyoshi Sudo Director June 20, 1997
- -------------------- -------------
Kazuyoshi Sudo Date
W. Gregory Robertson Director June 20, 1997
- -------------------- -------------
W. Gregory Robertson Date
- 8 -
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
Vicon Industries, Inc.
We consent to the use of our report incorporated by reference herein.
KPMG PEAT MARWICK LLP
Jericho, New York
June 17, 1997
<PAGE>
EXHIBIT 5 & 23.2N
SCHOEMAN, MARSH & UPDIKE, LLP
60 EAST 42ND STREET
NEW YORK, N. Y. 10165-006
June 17, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Vicon Industries. Inc.
Dear Sirs:
We are acting as counsel to Vicon Industries, Inc. (the
"Registrant") in connection with the preparation of its registration statement
on Form S-8 (the "Registration Statement") registering 250,000 shares of the
Registrant's Common Stock, par value $.0l per share issuable pursuant to the
Registrant's 1996 Incentive Stock Option Plan and 1996 Non-Qualified Stock
Option Plan for Outside Directors.
We have examined such Plans and such other documents as we believe
necessary or appropriate for us to render the opinion set forth below.
We are of the opinion that such 250,000 shares when issued and sold in
accordance with such Plans will be legally issued, fully paid and
non-assessable.
We consent to the inclusion of this opinion in the Registration
Statement as an exhibit thereto.
Very truly yours,
Schoeman, Marsh, Updike LLP
<PAGE>
