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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
VICON FIBER OPTICS CORP.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
92580915
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(CUSIP Number)
Donald J. Unger
c/o David Robbins
Brock Fensterstock Silverstein & McAuliffe LLC
153 E. 53rd Street, 56th Floor, New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1 , 1998
(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.
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).
(Continued on following pages)
Page 1 of 5 pages
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SCHEDULE 13D
CUSIP No. 92580915 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald J. Unger
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 ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 805,666
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
805,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.46% (Based upon 8,515,636 outstanding shares of Common
Stock as set forth in the Company's Quarterly Report
on Form 10-Q for the period ended September 30,
1997)
14 TYPE OF REPORTING PERSON*
IN
*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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Item 1. Security and Issuer.
Common Stock, par value $.01 per share of Vicon Fiber Optics
Corp., a Delaware corporation (the "Company"), located at 90 Secor Lane, Pelham
Manor, NY 10803
Item 2. Identity and Background.
This amendment is filed on behalf of the following reporting
person (the "Reporting Person'):
(a) Donald J. Unger
(b) 2 Canoe Lane, Roseland, NJ 07086
(c) Principal Occupation and name and address of
employer:
Investments, Linico Corporation, 381 Franklin
Avenue Belleville, NJ 07109
(d) 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
jurisdictionwhich 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.
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 using
personal funds. In June 1993, the Reporting Person, through his wholly-owned
company, Linico Corporation ("Linico"), purchased 12,000 shares of Common Stock
for an aggregate purchase price of $6,000. In 1997 the Reporting Person,
through Linico, received 13,333 shares of Common Stock after the conversion by
Linico of $10,000 of the aggregate principal amount of the 10% Convertible
Subordinated Notes of the Company held by Linico pursuant to the Conversion
Note executed by the Company in favor of Linico in 1992.
Item 4. Purpose of Transactions
The Reporting Person acquired the shares of Common Stock that
are reported in Item 5 hereof for his account for investment purposes. In
addition, the Reporting Person has commenced discussions with the Company's
management and other parties regarding various proposals relating to the
operations and management of the Company, and the Reporting Person may
undertake further actions and discussions in that regard which may have an
effect on or influence the management of the Company.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Person
beneficially owned 805,666 shares of Common Stock,
such shares constitute 9.46% of the shares of Common
Stock outstanding (as reported in the Company's
Quarterly Report on Form 10-Q for the period ended
September 30 , 1997. As of September 30, 1997, there
were 8,515,636 shares of Common Stock outstanding.
(b) The Reporting Person has the sole power to vote and
to dispose of 805,666 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.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Original Filing, page 4.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: February 23, 1998
/s/ Donald J. Unger
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Donald J. Unger
