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As Of Filer Filing For·On·As Docs:Size 8/28/14 Vicon Industries Inc/NY S-4MEF 8/28/14 6:97K |
Document/Exhibit Description Pages Size 1: S-4MEF Registration of Additional Securities HTML 43K 2: EX-5.1 Opinion re: Legality HTML 12K 3: EX-23.1 Consent of Experts or Counsel HTML 7K 4: EX-23.2 Consent of Experts or Counsel HTML 7K 5: EX-23.4 Consent of Experts or Counsel HTML 9K 6: EX-23.5 Consent of Experts or Counsel HTML 9K
S-4MEF-462(b) |
New York | 3559 | 11-2160665 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S.
Employer Identification Number) |
131 Heartland Boulevard (631) 952-2288 (Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) Kenneth M. Darby, Chief Executive Officer John M. Badke, Chief Financial Officer Vicon Industries, Inc. 131 Heartland Boulevard (631)
952-2288 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated
filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Title of each class of securities to be registered | Amount to be registered(1)(2) | Proposed maximum offering price per
share | Proposed maximum aggregate offering price(3) | Amount of registration fee(4) | ||||
Common Stock, par value $0.01 per share | 18,450 | N/A | $74,907 | $9.65 | ||||
(1) | Represents
the maximum number of additional shares of common stock, par value $0.01 per share (“Vicon common stock”), of Vicon Industries, Inc. (“Vicon”) issuable to holders of capital stock (“IQinVision capital stock”) of IQinVision, Inc. (“IQinVision”) in the proposed merger (the “Merger”) of IQinVision with VI Merger Sub, Inc., a wholly owned subsidiary of Vicon (“Merger Sub”), with IQinVision surviving as a wholly owned subsidiary of Vicon. Vicon common stock is listed on the NYSE MKT Market under the symbol “VII.” |
(2) | This number is based on the exchange of 4,522,335 shares of Vicon common stock for 12,929,025 shares of IQinVision capital stock pursuant to the formula set forth in the Agreement and Plan
of Merger and Reorganization (the “Merger Agreement”), dated March 28, 2014, by and among Vicon, IQinVision and Merger Sub. |
(3) | Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, the proposed maximum aggregate offering price of Vicon common stock was calculated based upon the market value of shares of Vicon common stock in accordance with Rule 457(c) under the Securities Act as follows: the product of (i) $4.06, the average of the high and low prices per shares of Vicon common stock on August 27, 2014, as quoted on the NYSE MKT, and (ii) 18,450, the estimated maximum number
of additional shares of Vicon common stock which may be exchanged in the Merger. |
(4) | The registrant previously paid a filing fee of $1,519.86 in connection with registering 4,503,885 shares of its common stock in its Registration Statement on Form S-4 (Registration No. 333-196386) filed with the Commission on May 29, 2014. An additional registration fee of $9.65 is being paid for the registration for an additional 18,450 shares of common stock in accordance with Section 6(b) of the Securities Act, as amended, at a
rate equal to $128.80 per $1,000,000 of the proposed maximum aggregate offering price. |
Exhibits | |
5.1 | Opinion of Fox Rothschild LLP, regarding the legality of the additional securities being issued |
23.1 | Consent of BDO USA, LLP |
23.2 | Consent
of Moss Adams LLP |
23.3 | Consent of Fox Rothschild LLP (included in Exhibit 5.1) |
23.4 | Consent of TM Capital |
23.5 | Consent of Imperial Capital |
24.1 | Power of Attorney (included herein by reference to the signature page to Vicon’s Registration Statement on Form S-4 (Registration
No. 333-196386)) |
VICON
INDUSTRIES, INC. | ||
By: | /s/ Kenneth M. Darby Chairman and Chief Executive Officer | |
Signature | Title | Date | |||
/s/ Kenneth
M. Darby | Chairman and Chief Executive Officer (Principal Executive Officer) | ||||
/s/ John M. Badke | Chief
Financial Officer (Principal Financial and Accounting Officer) | ||||
* | ____________________ W. Gregory Robertson | Director | |||
* | ____________________ Arthur
D. Roche | Director | |||
* | ____________________ Bernard F. Reynolds | Director | |||
* | ____________________ Julian
A. Tiedemann | Director | |||
* | The undersigned is signing and executing this registration statement on behalf of each director
named above pursuant to a Power of Attorney granted by each such director, which was filed with the Securities and Exchange Commission on May 29, 2014 as part of the registrant’s Registration Statement on Form S-4 (Registration No. 333-196386). | ||||
/s/
Kenneth M. Darby Attorney in Fact |
Exhibits | |
5.1 | Opinion of Fox Rothschild LLP, regarding the legality of the additional securities being issued |
23.1 | Consent of BDO USA, LLP |
23.2 | Consent of Moss Adams LLP |
23.3 | Consent
of Fox Rothschild LLP (included in Exhibit 5.1) |
23.4 | Consent of TM Capital |
23.5 | Consent of Imperial Capital |
24.1 | Power of Attorney (incorporated herein by reference to Exhibit 24.1 of Vicon’s Registration Statement on Form S-4 (Registration No. 333-196386)) |
This ‘S-4MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/28/14 | 8-K | ||
8/27/14 | ||||
7/16/14 | ||||
5/29/14 | S-4 | |||
3/28/14 | 4, 8-K | |||
List all Filings |