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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Vicon Fiber Optics Corp.
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(NAME OF ISSUER)
Common Stock, $.01 Par Value
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(TITLE OF CLASS OF SECURITIES)
92580915
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(CUSIP NUMBER)
Les Wasser, Vicon Fiber Optics Corp.
90 Secor Lane, Pelham Manor, NY 10803 914-738-5006
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
1993
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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 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 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.
* 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
DISCLOSURES 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 ("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).
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SCHEDULE 13D
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CUSIP NO. 92580915 PAGE OF PAGES
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1 NAME OF REPORTING PERSON Donald J. Unger
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
780,000
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 12,000
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 780,000
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10 SHARED DISPOSITIVE POWER
12,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILING 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 Page 3
ITEM 1. SECURITY AND ISSUER
Common stock, $.01 par value of Vicon Fiber Optics Corp., a
Delaware corporation, located at 90 Secor Lane, Pelham Manor, NY
10803.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of the following reporting person
(the "Reporting Person"):
a. Donald J. Unger
b. 2 Canoe Lane, Roseland, NJ 07068
c. Principal occupation and name and address of employer:
Investments, Linico Corporation, 381 Franklin Ave.,
Belleville, NJ 07109, Att: Thomas Murphy Esq.
d. & e. During the last five years, Mr. Unger 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 February, 1992, the Reporting person purchased 780,000 shares
of Common Stock for an aggregate purchase price of $23,400.00
using personal funds. In June, 1993, the Reporting Person, as beneficial
owner, purchased by Linico Corp. 12,000 shares of Common Stock for an
aggregate purchase price of $6,000.
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
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purposes. The Reporting Person has no present plans or intentions
that would result in or relate to any transactions required to be
described in Item of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person beneficially
owned 792,000 shares of Common Stock. Such shares
constitute 9.3% of the shares of Common Stock outstanding
as of the date hereof. As of the date hereof there were
8,515,636 shares of Common Stock outstanding.
(b) The Reporting Person has the sole power to vote and to
dispose of 780,00 shares of Common Stock and shared
power to vote and to dispose of 12,000 shares of Common
Stock referred to in paragraph (a) above.
(c) The Reporting Person has not effected, within the past 60
days, any transactions involving any shares of the Common
Stock.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Person beneficially holds convertible notes of the
Issuer in the amount of $43,000.00. The notes are due in
1997, bear interest of 10% per annum and are convertible into
shares of common stock at a price of $.75 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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ITEM 2. INDENTITY AND BACKGROUND
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership, limited
partnership, syndicate or other group of persons, state its name, the state
or other place of its organization, its principal business, the address
of its principal business, the address of its principal office and the
information required by (d) and (e) of this Item. If the person filing this
statement or any person enumerated in Instruction C is a natural person,
provide the information specified in (a) through (f) of this Item with respect
to such person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted;
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or other
disposition of the case;
(e) Whether or not, during the last five years, such person 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 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; and, if so, identify and describe such proceedings and
summarize the terms of such judgment, decree of final order; and
(f) Citizenship.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
State the source and the amount of funds or other consideration
used or to be used in making the purchases, and if any part of the purchase
price is or will be represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary
course of business by a bank, as defined in Section 3(a)(6) of the Act, the
name of the bank shall not be made available to the public if the person at
the time of filing the statement so requests in writing and files such request,
naming such bank, with the Secretary of the Commission. If the securities
were acquired other than by purchase, describe the method of acquisition.
ITEM 4. PURPOSE OF TRANSACTION
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer including any plans or proposals to change the number of
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which may be based on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer unless the filing person
has reason to believe such information is not current) beneficially
owned (identifying those shares which there is a right to acquire)
by each person named in Item 2. The above mentioned information
should also be furnished with respect to persons who, together with
any of the persons named in Item 2, comprise a group within the
meaning of Section 13(d)(3) of the Act;
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required in Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the
disposition is shared;
(c) Describe any transactions in the class of securities reported
on that were effected during the past sixty days or since the most
recent filing on Schedule 13D (Section 240.13d-191), whichever
is less, by the persons named in response to paragraph (a).
Instruction. The description of a transaction required by Item 5(c)
shall include, but not necessarily be limited to: (1) the identity of
the person covered by Item 5(c) who effected the transaction; (2) the
date of the transaction; (3) the amount of securities involved; (4)
the price per share or unit; and (5) where and how the transaction
was effected.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of an
employee benefit plan, pension fund or endowment fund is not required.
(e) If applicable, state the date on which the reporting person ceased to
be the beneficial owner of more than five percent of the class
of securities.
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1) and
the note thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Describe any contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the issuer, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies,
naming the persons with whom such contracts, arrangements, understandings or
relationships have been entered into. Include such information for any of the
securities that are pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such
securities except that disclosure of standard default and similar provisions
contained in loan agreements need not be included.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following shall be filed as exhibits; copies of written agreements
relating to the filing of joint acquisition statements as required by
Rule 13d-1(f) (Section 240.13d-1(f) and copies of all written agreements,
contracts, arrangements, understandings, plans or proposals relating to (1)
the borrowing of funds to finance the acquisition as disclosed in Item 3;
(2) the acquisition of issuer control, liquidation, sale of assets, merger, or
change in business or corporate structure or any other matter as disclosed in
Item 4; and (3) the transfer or voting of the securities, finder's fees, joint
ventures, options, puts, calls, guarantees of loans, guarantees against loss
or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
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.
February 24, 1997 /s/ Donald J. Unger
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Date Signature
Donald J. Unger
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Name/Title
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