13G for Gordian Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Vicon Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
925811101
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(CUSIP Number)
August 29, 2014
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
£ Rule 13d-1(b)
S Rule 13d-1(c)
£ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Gordian, Inc. EIN: 33-0184115 |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) S (b) £ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
6 | SHARED VOTING POWER
1,306,350 |
7 | SOLE DISPOSITIVE POWER
0 |
8 | SHARED DISPOSITIVE POWER
1,306,350 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,306,350 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.4% |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
Based on 9,044,670 shares of the Issuer’s Common Stock issued and outstanding as of August 29, 2014, immediately following the effective time of the merger of IQinVision, Inc. with VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, Inc., with IQinVision, Inc. surviving as a wholly-owned subsidiary of the Issuer.
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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Gregory A. Bone |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) S (b) £ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
75,761 |
6 | SHARED VOTING POWER
1,306,350 (1) |
7 | SOLE DISPOSITIVE POWER
75,761 |
8 | SHARED DISPOSITIVE POWER
1,306,350 (1) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,382,111 |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.3% |
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) Mr. Bone is the President, a director and the principal shareholder of Gordian, Inc. and therefore may be deemed to beneficially own the securities held by Gordian, Inc.
Based on 9,044,670 shares of the Issuer’s Common Stock issued and outstanding as of August 29, 2014, immediately following the effective time of the merger of IQinVision, Inc. with VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, Inc., with IQinVision, Inc. surviving as a wholly-owned subsidiary of the Issuer.
Item 1.
(a) Name of Issuer:
Vicon Industries, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
131 Heartland Blvd.
Edgewood, NY 11717
Item 2.
(a) Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(i) Gregory A. Bone (“Bone”); and
(ii) Gordian, Inc. (“Gordian”)
(b) Address of Principal Business Office or if none, Residence:
The address of the Reporting Persons is 424 Peachtree Lane, Paso Robles, CA 93446.
(c) Citizenship:
Mr. Bone is a citizen of the United States of America and Gordian is a California corporation.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
(e) CUSIP Number:
925811101
Item 3.
Not Applicable
Item 4. Ownership.
The percentages used herein are calculated based on 9,044,670 shares of Common Stock issued and outstanding as of August 29, 2014, immediately following the effective time of the merger of IQinVision, Inc. (“IQinVision”) with VI Merger Sub, Inc., a wholly owned subsidiary of the Issuer, pursuant to which VI Merger Sub, Inc. was merged with and into IQinVision, with IQinVision surviving as a wholly-owned subsidiary of the Issuer.
Gregory A. Bone
(a) Amount beneficially owned: 1,382,111
(b) Percent of class: 15.3%
(c) Number of shares as to which such person has:
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(i) | Sole power to vote or to direct the vote 75,761 |
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(ii) | Shared power to vote or to direct the vote 1,306,350* |
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(iii) | Sole power to dispose or to direct the disposition of 75,761 |
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(iv) | Shared power to dispose or to direct the disposition of 1,306,350* |
* See footnote 1 on page 3.
Gordian, Inc.
(a) Amount beneficially owned: 1,306,350
(b) Percent of class: 14.4%
(c) Number of shares as to which such person has:
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(i) | Sole power to vote or to direct the vote 0 |
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(ii) | Shared power to vote or to direct the vote 1,306,350 |
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(iii) | Sole power to dispose or to direct the disposition of 0 |
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(iv) | Shared power to dispose or to direct the disposition of 1,306,350 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following £.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Dated: September 25, 2014
/s/ Gregory A. Bone
Gregory A. Bone
Gordian, Inc.
By: /s/ Gregory A. Bone
Gregory A. Bone, President
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: September 25, 2014
/s/ Gregory A. Bone
Gregory A. Bone
Dated: September 25, 2014
Gordian, Inc.
By: /s/ Gregory A. Bone
Gregory A. Bone, President