UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. __)*
Vicon
Industries, Inc.
(Name
of
Issuer)
Common
Stock, par value $.01 per share
(Title
of
Class of Securities)
925811101
(CUSIP
Number)
David
Weiner
c/o
W-Net, Inc.
3940
Laurel Canyon Blvd., Suite 327
Studio
City, California 91604
(818)
385-0405
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
22, 2008
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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
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).
CUSIP
No. 925811101
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Page 2 of 5
Pages
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1
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NAME
OF REPORTING PERSON
SS.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David
Weiner
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e) ¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
242,386
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8
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SHARED
VOTING POWER
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9
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SOLE
DISPOSITIVE POWER
242,386
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,386
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14
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TYPE
OF REPORTING PERSON*
IN
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Item
1. Security and Issuer.
This
Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $.01
per share (the “Common Stock”), of Vicon Industries, Inc., a New York
corporation (the “Company”), which has its principal executive offices at 89
Arkay Drive, Hauppauge, New York 11788.
Item
2. Identity and Background.
(a)
and
(f) This statement is being by David Weiner, a citizen of the United States
(the
“Reporting Person”).
(b)
The
principal address for Mr. Weiner is 3940 Laurel Canyon Blvd., Suite 327, Studio
City, California 91604.
(c)
David
Weiner is a consultant for, and is the sole director and officer of, W-Net,
Inc., a consulting firm.
(d)
and
(e) During the last five years, Mr. Weiner has not been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or been
a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
aggregate purchase price of the 242,386 shares purchased by Mr. Weiner is
$1,413,388, including brokerage commissions. Mr. Weiner purchased these shares
pursuant to open market purchases. In the sixty (60) days immediately preceding
the date of this Schedule 13D, Mr. Weiner acquired the 242,386 shares as
follows: 5,000 shares at $5.8614 on February 13, 2008, 65,330 shares at 5.5094
on February 15, 2008, 2,256 shares at $5.50 on February 15, 2008, 121,200 shares
at $5.9622 on February 19, 2008, 18,800 shares at $5.9385 on February 20, 2008,
24,800 shares at $5.9498 on February 21, 2008, and 5,000 shares at $5.9854
on
February 22, 2008. The shares owned by Mr. Weiner were acquired using personal
funds.
Item
4. Purpose of Transaction.
The
Reporting Person does not have any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) of
Item
4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed herein.
The
Reporting Person purchased the shares of Common Stock based on the Reporting
Person’s belief that such shares at current market prices are undervalued and
represent an attractive investment opportunity. The Reporting Person intends
to
engage in discussions with management and the Board of Directors of the Company
concerning the business, operations and future plans of the Company.
Depending
on various factors including, without limitation, other investment opportunities
available to the Reporting Person, the Company's financial position, the
Company’s operational, business and investment strategy, the price levels and
availability of the shares of Common Stock that would make the purchase of
additional shares of Common Stock desirable, conditions in the securities
markets and general economic and industry conditions, the Reporting Person
may
in the future take such actions with respect to his investment in the Company
on
such terms and at such times, or from time to time, as he deems advisable,
including, without limitation, seeking Board representation, communicating
with
other shareholders, making proposals to the Company concerning purchasing
additional shares of Common Stock, selling some or all of his respective shares
of Common Stock, or purchasing additional shares of Common Stock, in the open
market or in private transactions or otherwise, engaging in short selling of
or
any hedging or similar transaction with respect to the shares of Common Stock
or
changing his respective intentions with respect to any and all matters referred
to in this Item 4.
Item
5. Interest in Securities of the Issuer.
(a)
and
(b)
The
aggregate percentage of shares of Common Stock reported by Mr. Weiner is based
upon 4,809,470 shares outstanding as of December 31, 2007, which is the total
number of shares outstanding as reported in the Company’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on February 14,
2008.
As
of
February 25, 2008, Mr. Weiner owned 242,386 shares of Common Stock of the
Company (the “Weiner Shares”). The Weiner Shares constitute approximately 5.0%
of the Company’s outstanding shares of Common Stock.
Mr.
Weiner has sole power to vote and dispose of or to direct the vote or to direct
the disposition of the 242,386 Weiner Shares.
(c)
Transactions by the Reporting Person in the Company’s Common Stock effected in
the past 60 days are described in Item 3 above.
(d)
N/A
(e)
N/A
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
N/A
Item
7. Material to be Filed as Exhibits.
N/A
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this Schedule 13D is true, complete
and correct.
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Dated:
February 25, 2008 |
By: |
/s/ David
Weiner |
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David
Weiner |