0000310056-13-000006.txt : 20130227 0000310056-13-000006.hdr.sgml : 20130227 20130227172800 ACCESSION NUMBER: 0000310056-13-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130227 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130227 DATE AS OF CHANGE: 20130227 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07939 FILM NUMBER: 13648051 BUSINESS ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5169522288 MAIL ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 8-K 1 darbyretirement.htm 8-K Darby Retirement


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2013

VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

         
New York
1-7939
11-2160665
(State of Incorporation or
(Commission File Number)
(IRS Employer
Organization)
 
Identification No.)

89 Arkay Drive, Hauppauge, New York
11788
(Address of Principal Executive Offices)
(Zip Code)

(631) 952-2288
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






                      
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2013, the Registrant issued a press release to announce that Kenneth M. Darby has informed the Board of Directors of his decision to retire as Chief Executive Officer and President no later than December 31, 2013. Mr. Darby will continue to serve in his current capacity until a successor is named and the CEO transition is complete. A copy of the press release is attached hereto as Exhibit 99.1.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.
 
Description
99.1
 
Registrant's Press Release dated February 27, 2013
 
 
 











SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 27, 2013


VICON INDUSTRIES, INC.
(Registrant)


By: /s/ John M. Badke
John M. Badke
Senior Vice President, Finance and
Chief Financial Officer






EXHIBIT INDEX

Exhibit No.
 
Description
99.1
 
Registrant's Press Release dated February 27, 2013
 
 
 






EX-99.1 2 exhibit991darbyretirement.htm EXHIBIT 99.1 Exhibit 99.1 Darby Retirement


EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION:
Investor Relations: Joan Wolf:
Vicon Industries: Joan Wolf 631/650-6201
    
VICON CHAIRMAN AND CEO ANNOUNCES RETIREMENT
HAUPPAUGE, NY, February 27, 2013 - Vicon Industries, Inc. (VII: NYSE-AMEX), a designer and producer of enterprise class video security and surveillance systems, today announced that Kenneth M. Darby has informed the Board of Directors of his decision to retire as Chief Executive Officer and President no later than December 31, 2013. Mr. Darby, 67, will continue to serve in his current capacity, until a successor is named and the CEO transition is complete.

The Board has formed a search committee and has retained The Onstott Group, an executive recruiting firm, to assist in the CEO selection process of both internal and external candidates. “For 35 years Ken has provided a unique and extraordinary contribution to Vicon's growth and success. As CEO and President over the past 22 years, his leadership, integrity and dedication to the Company, shareholders, customers and staff has served as an inspiration to many. We are fortunate that Ken has agreed to stay on after December to serve as Chairman of the Board of Directors. His guidance during this coming transition period will be invaluable”, said Bernard F. Reynolds, Search Committee Chairman, on behalf of the Board of Directors.






Vicon develops video management software and also designs, assembles, and markets cameras, network video servers/recorders, encoders and storage medium. Vicon products are used in video system applications principally for security, surveillance, safety and communication purposes by a broad group of end users worldwide.



This news release contains forward-looking statements that involve risks and uncertainties. Statements that are not historical facts, including statements about the adequacy of reserves, estimated costs, Company intentions, probabilities, beliefs, prospects and strategies and its expectations about expansion into new markets, growth in existing markets, enhanced operating margins or growth in its business, are forward-looking statements that involve risks and uncertainties. Actual results and events may differ significantly from those discussed in the forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.