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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)
Vicon Industries, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
925811 10 1
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(CUSIP Number)
Mr. Kazuyoshi Sudo
CBC (AMERICA) Corp.
55 Mall Drive
Commack, New York 11725
(516) 864-9700
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(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
December 10, 1999
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(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.
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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
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
New York
7. SOLE VOTING POWER
NUMBER OF 543,715
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 543,715
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 543,715 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
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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. SHARES VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARES DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - CBC Co.,
Ltd. may deemed to have indirect beneficial ownership of the 543,715 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
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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
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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:
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<TABLE>
<CAPTION>
Name Title and Occupation Business Address
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<S> <C> <C>
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
</TABLE>
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.
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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 presently plans to
sell, from time to time, up to 100,000 shares (including 3,000 shares sold
during October, 1999 and 2,000 shares sold during November, 1999) of Vicon
Common Stock on the American Stock Exchange or in off-exchange negotiated
transactions. The Company has no present plan to sell additional shares of Vicon
Common Stock; provided that the disposition of the Company's assets shall at all
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times be within its discretion and control.
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.
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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.
On October 4, 1999, the Company sold 1,000 shares of Vicon's Common Stock
for an aggregate sale price of $7,125; on October 26, 1999, the Company sold
2,000 shares of Vicon's Common Stock for an aggregate sale price of $13,906.20;
on November 4, 1999, the Company sold 1,000 shares of Vicon's Common Stock for
an aggregate sale price of $6,999.76; and on November 8, 1999, the Company sold
1,000 shares of Vicon's Common Stock for an aggregate sale price of $6,939.76.
All of such transactions were executed on the American Stock Exchange, and all
of such amounts are net of commissions.
The Company is the beneficial owner of, and the Parent may be deemed to
have indirect beneficial ownership of, 543,715 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. 10 to Schedule 13D/A on behalf of the Parent.
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* Such amount excludes currently exercisable options to purchase 12,125 shares
of Vicon's Common Stock.
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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
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Name: Kazuyoshi Sudo
Title: Senior Executive Vice
President
CBC CO., LTD.
By: /s/ Kazuyoshi Sudo
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Name: Kazuyoshi Sudo
Title: Attorney-In-Fact
Dated: December 10, 1999
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EXHIBIT NO. 1
POWER OF ATTORNEY
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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
UTARO DOI
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Utaro Doi,
President
CBC Co., Ltd.
