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): October 25,
2007
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
2.02 RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
On
December 4, 2007, the Registrant issued a press release announcing its financial
results for its quarter and fiscal year ended September 30, 2007. A
copy of the press release is attached hereto as Exhibit 99.1.
ITEM
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
October 25, 2007, the Compensation Committee of the Board (the “Committee”)
approved the following annual base salary increases for the named executive
officers of the Company effective October 1, 2007:
|
Name
|
Title
|
2007
Base Salary
|
2008
Base Salary
|
|
John
M. Badke
|
Senior
Vice President and Chief Financial Officer
|
$180,000
|
$190,000
|
|
Christopher
J. Wall
|
Managing
Director of Vicon Industries Ltd. (Europe)
|
$200,000
|
$210,000
|
|
Bret
M. McGowan
|
Vice
President, U.S. Sales and Marketing
|
$170,000
|
$180,000
|
|
Yigal
Abiri
|
General
Manager of Vicon Systems Ltd. (Israel)
|
$160,000
|
$180,000
|
The
Committee also approved performance based bonus plans for fiscal year 2008
for
Mr. McGowan whereby he will receive a commission upon achieving certain U.S.
sales targets and for Mr. Wall whereby he will receive an amount equal to
between 2% and 6% (based on achievement levels) of the combined pretax operating
profits of the Company’s Europe based subsidiaries.
On
November 19, 2007, the Compensation Committee of the Board (the “Committee”)
approved a performance based bonus plan for certain of the Company’s officers
for fiscal 2008, including among others Kenneth M. Darby, John M. Badke and
Yigal Abiri. The plan provides a bonus pool of between eight percent (8%)
and
fourteen percent (14%) of the Company’s consolidated pretax profit for the year,
after certain adjustments, for the achievement of varying targeted consolidated
pretax profit ranges. The plan participants will share in any earned bonus
pool
to the extent determined by the Committee for Mr. Darby and by Mr. Darby
for the
other participants. In addition, the Committee finalized Mr. Darby’s
performance-based bonus for fiscal year 2007 at 6% of actual consolidated
pretax
income after certain adjustments. Previously, the Committee approved a
performance-based bonus plan for Mr. Darby whereby he would earn a minimum
of
$300,000 for achievement of a certain expected annual profit.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d)
Exhibits
The
following exhibit is furnished as part of this report:
99.1 Registrant's
Press Release dated December 4, 2007
The
information in this Current Report on Form 8-K, including the exhibit,
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: December
12, 2007
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VICON
INDUSTRIES, INC.
|
|
|
|
|
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By:
/s/ John M. Badke
|
|
John
M. Badke
|
|
Senior
Vice President, Finance and
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|
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit Description
99.1 Registrant's
press release dated December 4, 2007.