SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
VICON FIBER OPTICS CORP.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of class of securities)
925809105
- --------------------------------------------------------------------------------
(Cusip Number)
Joseph D. Cooper
c/o Cooper, Selvin & Strassberg LLP
415 Northern Boulevard
Great Neck, New York 11021
(516) 466-1400
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
May 17, 1996
- --------------------------------------------------------------------------------
(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 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 /X/.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting 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 be sent.
(Continued on following page(s))
Page 1 of 5 Pages
- --------
*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 disclosure
provided in a prior cover page.
The information required on 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, as amended (the "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).
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JOSEPH D. COOPER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 582,478
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------------
8 SHARED VOTING POWER
-0-
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
582,478
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
582,478
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed by the undersigned (the
"Schedule 13D"). Pursuant to Rule 101 of Regulation S-T, this Amendment No. 1
amends and restates the Schedule 13D to read in its entirety as follows:
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D
relates is the common stock, $.01 par value ("Common Stock") of Vicon Fiber
Optics Corp., a Delaware corporation. The principal executive offices of Vicon
Fiber Optics Corp. are located at 90 Secor Lane, Pelham Manor, New York 10803.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of the following reporting
person (the "Reporting Person"):
1. a. Joseph D. Cooper
b. c/o Cooper, Selvin & Strassberg LLP
415 Northern Boulevard
Great Neck, New York 11021
c. Certified Public Accountant
Cooper, Selvin & Strassberg LLP
415 Northern Boulevard
Great Neck, New York 11021
d. & e. During the last five years, Mr. Cooper has not been
convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) and has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
resulted in his being 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
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In September, 1991, the Reporting Person purchased 596,378
shares of Commons Stock for an aggregate purchase price of $17,891.34 using
personal funds. On May 17, 1996, the Reporting Person sold, in a private
transaction, 13,900 shares of Common Stock for an aggregate sale price of
$20,000.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the shares of Common Stock that
are reported in Item 5 hereof for his account for investment purposes. The
Reporting Person has no present plans or intentions that would result in or
relate to any of the transactions required to be described in Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person beneficially
owned 582,478 shares of Common Stock. Such shares constitute 7.0% of the shares
of Common Stock outstanding as of the date hereof. As of the date hereof there
were 8,340,636 shares of Common Stock outstanding.
<PAGE>
(b) The Reporting Person has the sole power to vote and to
dispose of all of the shares of Common Stock referred to in paragraph (a) above.
(c) Except as disclosed therein, the Reporting Person has not
acquired, within the past 60 days, any shares of Common Stock.
(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock that are the subject of this
Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
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 accurate.
August 28, 1996 /s/ Joseph D. Cooper
--------------------
JOSEPH D. COOPER
