0000310056-14-000008.txt : 20140505 0000310056-14-000008.hdr.sgml : 20140505 20140505171815 ACCESSION NUMBER: 0000310056-14-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 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: 14814546 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 8-K 1 fiscal2014secondquarterpre.htm 8-K Fiscal 2014 Second Quarter Press Release


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): May 2, 2014

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.)

131 Heartland Blvd., Edgewood, New York
11717
(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 2.02 Results of Operations and Financial Condition

On May 2, 2014, the Registrant issued a press release announcing its financial results for its quarter ended March 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this report:

Exhibit No.
 
Description
99.1
 
Registrant's Press Release dated May 2, 2014
         

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

                                     









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: May 5, 2014

                                                                                              
                                    
VICON INDUSTRIES, INC.

                                    
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 May 2, 2014






EX-99.1 2 exhibit991fiscal2014second.htm EXHIBIT 99.1 Exhibit 99.1 Fiscal 2014 Second Quarter Press Release


EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION:
Investor Relations: Joan Wolf 631-650-6201
                       

VICON REPORTS SECOND QUARTER RESULTS

HAUPPAUGE, NY, May 2, 2014 - Vicon Industries, Inc. (VII: NYSE-MKT), a designer and producer of video security and surveillance systems, today reported operating results for the second fiscal quarter ended March 31, 2014.

Net sales for the second fiscal quarter were $7.0 million, compared with $8.7 million in the second quarter of the prior fiscal year. A net loss was incurred of $1.9 million ($.43 per share), compared with a net loss of $1.4 million ($.31 per share) in the prior year quarter.

For the six months ended March 31, 2014, net sales were $15.1 million, compared with $19.8 million in the first six months of the prior fiscal year. The net loss for the six months ended March 31, 2014 was $3.5 million ($.77 per share), compared with a net loss of $1.9 million ($.42 per share) in the prior year six-month period.

The Company reported that North American sales decreased 30% to $4.6 million in the most recent quarter as compared to the second quarter ended March 30, 2013, while Europe, Middle East and Africa sales climbed 16% to $2.4 million.

In its most recent March quarter, the Company incurred $264,000 of expenses related to the announced pending merger with IQinVision, Inc. Cumulatively, since July 2013 such expenses were $570,000.






The Company reported that it expects to file a registration statement with the Securities and Exchange Commission in connection with the IQinVision, Inc. merger by June, 2014. As previously announced, the transaction is anticipated to close sometime during the Company’s fourth fiscal quarter.

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.

Non-Solicitation

This press release and the information contained herein shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any sale, purchase or exchange of securities in any jurisdiction in which such offer, solicitation, sale, purchase or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information and Where to Find It

In connection with the merger, Vicon intends to file a registration statement (including a prospectus) on Form S-4 with the Securities and Exchange Commission. Holders of Vicon common stock and IQinVision, Inc. capital stock are urged to read the proxy statement/prospectus/consent solicitation and any other relevant documents when filed because they contain important information about Vicon, IQinVision, Inc. and the merger. A proxy statement will be sent to holders of Vicon common stock and a prospectus/consent solicitation will be sent to holders of IQinVision, Inc. capital stock.






When filed, the proxy statement/prospectus/consent solicitation and other documents relating to the proposed merger can be obtained free of charge from the SEC’s website at www.sec.gov. These documents can also be obtained free of charge from Vicon upon written request to Vicon, Investor Relations, 131 Heartland Boulevard, Edgewood, New York 11717. Vicon and its directors and executive officers may be deemed to be participants in Vicon’s solicitation of proxies from its shareholders in connection with the proposed merger. Information regarding the participants and their security holdings can be found in Vicon’s most recent proxy statement filed with the SEC, which are available from the SEC, and the proxy statement/prospectus/consent solicitation when it is filed with the SEC.

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.



















(Table of Operations Attached)






Table of Operations

Vicon Industries, Inc.
Condensed Statements of Operations
(Unaudited)
                
            
 
Three Months Ended
 
Six Months Ended
 
March 31,
 
March 31,
 
2014
2013
 
2014
2013
Net sales
$
7,037,000

$
8,686,000

 
$
15,146,000

$
19,785,000

Gross profit
2,608,000

3,376,000

 
5,617,000

7,451,000

Selling, general and administrative expense
3,181,000

3,725,000

 
6,449,000

7,338,000

Engineering and development expense
1,105,000

1,059,000

 
2,210,000

2,027,000

Strategic initiative expense
264,000


 
424,000


Operating loss
(1,942,000
)
(1,408,000
)
 
(3,466,000
)
(1,914,000
)
Loss before income taxes
(1,937,000
)
(1,389,000
)
 
(3,457,000
)
(1,858,000
)
Income tax expense
8,000

8,000

 
16,000

16,000

Net loss
$
(1,945,000
)
$
(1,397,000
)
 
$
(3,473,000
)
$
(1,874,000
)
 
 
 
 
 
 
Loss per share:
 
 
 
 
 
Basic
$
(.43
)
$
(.31
)
 
$
(.77
)
$
(.42
)
Diluted
$
(.43
)
$
(.31
)
 
$
(.77
)
$
(.42
)
 
 
 
 
 
 
Shares used in computing loss per share:
 
 
 
 
 
Basic
4,504,000

4,495,000

 
4,504,000

4,489,000

Diluted
4,504,000

4,495,000

 
4,504,000

4,489,000