0001193125-14-327266.txt : 20140829 0001193125-14-327266.hdr.sgml : 20140829 20140829150659 ACCESSION NUMBER: 0001193125-14-327266 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140829 DATE AS OF CHANGE: 20140829 GROUP MEMBERS: DAVID W. WRIGHT GROUP MEMBERS: HENRY INVESTMENT TRUST, L.P. GROUP MEMBERS: MATTHEW PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VICON INDUSTRIES INC /NY/ CENTRAL INDEX KEY: 0000310056 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112160665 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33880 FILM NUMBER: 141075117 BUSINESS ADDRESS: STREET 1: 131 HEARTLAND BLVD. CITY: EDGEWOOD STATE: NY ZIP: 11717 BUSINESS PHONE: 6319522288 MAIL ADDRESS: STREET 1: 131 HEARTLAND BLVD. CITY: EDGEWOOD STATE: NY ZIP: 11717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HENRY PARTNERS L P CENTRAL INDEX KEY: 0001038390 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2608 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159854484 MAIL ADDRESS: STREET 1: 255 SOUTH 17TH STREET STREET 2: SUITE 2608 CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC 13D/A 1 d782346dsc13da.htm SCHEDULE 13D AMENDMENT NO. 7 Schedule 13D Amendment No. 7

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 7

 

 

Vicon Industries, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

925811101

(CUSIP Number)

John W. Kauffman, Esquire

Duane Morris LLP

30 South 17th Street

Philadelphia, PA 19103; telephone: 215-979-1227

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2014

(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 §§240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See §240.13d-7 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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

1

SCHEDULE 13D

 

CUSIP No. 925811101  

 

  1   

Name of reporting person/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

 

Henry Partners, L.P.

I.R.S. I.D. No. 23-2888396

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    WC

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

    N/A

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    *

     8   

Shared voting power

 

    *

     9   

Sole dispositive power

 

    *

   10   

Shared dispositive power

 

    *

11  

Aggregate amount beneficially owned by each reporting person

 

    *

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

    N/A

13  

Percent of class represented by amount in Row (11)*

 

    *

14  

Type of reporting person (see instructions)

 

    PN

 

* Reporting Persons are filing this Schedule 13D/A to report that the Reporting Persons no longer beneficially own more than 5% of the outstanding shares of the Issuer.

 

2

CUSIP No. 925811101  

 

  1   

Name of reporting person/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

 

Matthew Partners, L.P.

I.R.S. I.D. No. 23-3063303

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    WC

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

    N/A

  6  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    *

     8   

Shared voting power

 

    *

     9   

Sole dispositive power

 

    *

   10   

Shared dispositive power

 

    *

11  

Aggregate amount beneficially owned by each reporting person

 

    *

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

    N/A

13  

Percent of class represented by amount in Row (11)*

 

    *

14  

Type of reporting person (see instructions)

 

    PN

 

* Reporting Persons are filing this Schedule 13D/A to report that the Reporting Persons no longer beneficially own more than 5% of the outstanding shares of the Issuer.

 

3

CUSIP No. 925811101  

 

  1   

Name of reporting person/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

 

Henry Investment Trust, L.P.

I.R.S. I.D. No. 23-2887157

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    WC

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

    N/A

  6  

Citizenship or place of organization

 

    Pennsylvania

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    *

     8   

Shared voting power

 

    *

     9   

Sole dispositive power

 

    *

   10   

Shared dispositive power

 

    *

11  

Aggregate amount beneficially owned by each reporting person

 

    *

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

    N/A

13  

Percent of class represented by amount in Row (11)

 

    *

14  

Type of reporting person (see instructions)

 

    PN

 

* Reporting Persons are filing this Schedule 13D/A to report that the Reporting Persons no longer beneficially own more than 5% of the outstanding shares of the Issuer.

 

4

CUSIP No. 925811101  

 

  1   

Name of reporting person/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)

 

David W. Wright

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Source of funds (see instructions)

 

    WC

  5  

Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)

 

    N/A

  6  

Citizenship or place of organization

 

    United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7    

Sole voting power

 

    *

     8   

Shared voting power

 

    *

     9   

Sole dispositive power

 

    *

   10   

Shared dispositive power

 

    *

11  

Aggregate amount beneficially owned by each reporting person

 

    *

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

    N/A

13  

Percent of class represented by amount in Row (11)

 

    *

14  

Type of reporting person (see instructions)

 

    IN

 

* Reporting Persons are filing this Schedule 13D/A to report that the Reporting Persons no longer beneficially own more than 5% of the outstanding shares of the Issuer.

 

5

Item 5. Interest in Securities of the Issuer.

(c) None of the Reporting Persons has made any transactions in the common stock of Vicon Industries, Inc. (the “Issuer”) during the past sixty days.

(e) On August 29, 2014, the Reporting Persons, each separately and together as a group, ceased to be beneficial owners of more than five percent of the common stock of the Issuer as a result of the issuance of approximately 4.5 million new shares of common stock of the Issuer at the closing of the merger of a merger subsidiary of the Issuer with and into IQinVision, Inc., with IQinVision, Inc. surviving as a wholly owned subsidiary of the Issuer.

 

Item 7. Material To Be Filed As Exhibits.

1. Joint Filing Agreement. (Filed herewith.)

 

6

SIGNATURE

After reasonable inquiry and to the best of the undersigneds’ knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

    HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
Date: August 29, 2014     By:  

/s/ David W. Wright

      David W. Wright,
      President
    MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
Date: August 29, 2014     By:  

/s/ David W. Wright

      David W. Wright,
      President
    HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
Date: August 29, 2014     By:  

/s/ David W. Wright

      David W. Wright,
      President
Date: August 29, 2014      

/s/ David W. Wright

      David W. Wright

 

7

EX-99.1 2 d782346dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned, the Reporting Persons named in this Amendment No. 7 to Schedule 13D (the “Schedule 13D”), hereby agree that the Schedule 13D is filed on behalf of each of them and that each Reporting Person is responsible for the timely filing of any amendments to the Schedule 13D. Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the information concerning such Reporting Person, respectively, contained in the Schedule 13D and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 29th day of August, 2014.

 

HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
By:  

/s/ David W. Wright

  David W. Wright,
  President
MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
By:  

/s/ David W. Wright

  David W. Wright,
  President
HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
By:  

/s/ David W. Wright

  David W. Wright,
  President

/s/ David W. Wright

David W. Wright