Filed by the
Registrant x
|
Filed by a Party other than the
Registrant o
|
Check
the appropriate box:
|
o
|
Preliminary
Proxy Statement
|
||
o
|
Confidential,
for Use of the Commission Only
(as permitted
by Rule 14a-6(e)(2))
|
||
x
|
Definitive
Proxy Statement
|
||
o
|
Definitive
Additional Materials
|
||
o
|
Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12.
|
Payment
of Filing Fee (Check the appropriate box):
|
||
x
|
No
fee required.
|
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
|
o
|
Fee
paid previously with preliminary materials.
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
1.
|
To
elect two directors for terms expiring in
2011;
|
2.
|
To
ratify the appointment of BDO Seidman, LLP, as the Company’s independent
registered public accountants for the fiscal year ending September 30,
2008; and
|
3.
|
To
receive the reports of officers and to transact such other business as may
properly come before the meeting.
|
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned (1) | Percent of Class | ||||||
CBC
Co., Ltd.
|
||||||||
and
affiliates
|
||||||||
2-15-13
Tsukishima,
|
||||||||
Chuo-ku,
Tokyo, Japan 104
|
543,715 | 10.8 | % | |||||
Renaissance
Technologies, Corp.
|
||||||||
800
Third Avenue
|
||||||||
New
York, NY 10022
|
396,700 | (2) | 7.9 | % | ||||
Dimensional
Fund Advisors
|
||||||||
1299
Ocean Avenue
|
||||||||
Santa
Monica, CA 90401
|
378,045 | (3) | 7.5 | % | ||||
David
Weiner
|
||||||||
3940
Laurel Canyon Blvd., Ste. 327
|
||||||||
Studio
City, CA 91604
|
294,486 | 5.8 | % | |||||
Bridgeway
Capital Management, Inc.
|
||||||||
5615
Kirby Drive, Suite 518
|
||||||||
Houston,
TX 77005
|
264,682 | (4) | 5.2 | % | ||||
C/O
Vicon Industries, Inc.
|
||||||||
Kenneth
M. Darby
|
335,502 | (5) | 6.6 | % | ||||
Arthur
D. Roche
|
84,654 | (6) | 1.7 | % | ||||
Peter
A. Horn
|
54,697 | (7) | 1.1 | % | ||||
John
M. Badke
|
48,319 | (8) | * | |||||
Peter
F. Neumann
|
37,072 | * | ||||||
Christopher
J. Wall
|
35,301 | (9) | * | |||||
W.
Gregory Robertson
|
31,900 | (10) | * | |||||
Bret
McGowan
|
20,347 | (11) | * | |||||
Clifton
H.W. Maloney
|
20,000 | (12) | * | |||||
Total
all Executive Officers
|
||||||||
and
Directors as a group (11 persons)
|
702,692 | (13) | 13.9 | % |
(1)
|
Unless
otherwise indicated, the Company believes that all persons named in the
table have sole voting and investment control over the shares of stock
owned.
|
(2)
|
Renaissance
Technologies, Corp. had investment control over 396,700 shares and voting
control over 359,800 shares of
stock.
|
(3)
|
Dimensional
Fund Advisors had investment control over 378,045 shares and
voting control over 369,545 shares of
stock.
|
(4)
|
Bridgeway
Capital Management, Inc. had investment control over 264,682 shares and
voting control over 243,656 shares of
stock.
|
(6)
|
Includes
15,000 shares held by Mr. Roche’s wife and currently exercisable options
to purchase 10,000 shares.
|
Number
of securities
|
|||
remaining
available for
|
|||
Number
of securities
|
Weighted
average
|
future
issuance under
|
|
to
be issued upon
|
exercise
price
|
equity
compensation
|
|
exercise
of out-
|
of
outstanding
|
plans
(excluding
|
|
standing
options,
|
options,
warrants
|
securities
reflected
|
|
warrants
and rights
|
and
rights
|
in
column (a))
|
|
Plan
category
|
(a)
|
(b)
|
(c)
|
Equity
compensation
|
|||
plans
approved by
|
|||
security
holders
|
406,681
|
$3.45
|
507,933
|
Equity
compensation
|
|||
plans
not approved
|
|||
by
security holders
|
__
|
__
|
__
|
Total
|
406,681
|
$3.45
|
507,933
|
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF THE NOMINEES NAMED IN THIS PROXY
STATEMENT
|
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
|
Peter
A. Horn
|
Vice
President, Operations
|
$163,000
|
$168,000
|
Bret
M. McGowan
|
Vice
President, U.S. Sales and Marketing
|
$170,000
|
$180,000
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards($)
|
Option
Awards ($)(1)
|
Non-Equity
Incentive Plan Compensation ($) (3)
|
Change
in Pension Value and Nonqualified Deferred Compensation
($)
|
All
Other Compensation ($)(2)
|
Total
($)
|
Kenneth
M. Darby
|
2007
|
$325,000
|
-
|
-
|
$27,495
(1)
|
$346,711
(3)
|
$852,429
(4)
|
$22,324
(2)
|
$1,573,959
|
Chairman
and Chief Executive Officer
|
|||||||||
John
M. Badke
|
2007
|
$180,000
|
-
|
-
|
$17,252
(1)
|
$173,355
(3)
|
-
|
$7,152
(2)
|
$377,759
|
Senior
Vice President and Chief Financial Officer
|
|||||||||
Christopher
J. Wall
|
2007
|
$200,000
|
-
|
-
|
$11,263
(1)
|
$188,490
(5)
|
-
|
$25,014
(2)
|
$424,767
|
Managing
Director
Vicon Industries, Ltd.
|
|||||||||
Peter
A. Horn
|
2007
|
$163,000
|
-
|
-
|
$8,375
(1)
|
$115,570
(3)
|
-
|
$7,244
(2)
|
$294,189
|
Vice
President, Operations
|
|||||||||
Bret
M. McGowan
|
2007
|
$170,000
|
-
|
-
|
$12,856
(1)
|
$60,641
(6)
|
-
|
$6,000
(2)
|
$249,497
|
Vice
President, U.S. Sales and Marketing
|
(1)
|
Represents
the compensation costs recognized for financial statement reporting
purposes in fiscal 2007 for the fair value of stock options in accordance
with Statement of Financial Accounting Standards No. 123R. (See “Note
1” under the caption “Accounting for Stock-Based Compensation” to the
accompanying financial statements.)
|
(2)
|
All
Other Compensation in fiscal 2007 represents: (a) Automobile expense of
$11,857, $7,152, $15,380, $7,244 and $6,000, paid by the company for
Messrs. Darby, Badke, Wall, Horn and McGowan, respectively, (b) Country
club membership of $8,257 and long-term disability insurance of $2,210
paid by the Company for Mr. Darby and (c) Supplemental retirement
contributions of $9,634 for Mr.
Wall.
|
(3)
|
Represents
cash awards under the Company’s 2007 performance based bonus plan. These
amounts were earned in fiscal 2007 and paid in fiscal
2008.
|
(4)
|
Represents
the distribution of a $620,000 severance/retirement benefit and 70,647
shares of the Company’s common stock with a market value of $232,429 upon
the expiration of Mr. Darby’s previous employment agreement on September
30, 2006. Such amounts were earned by Mr. Darby over his thirty
years of service with the Company and charged to expense over prior year
periods.
|
(5)
|
Represents
cash award under Mr. Wall’s performance based bonus
plan.
|
(6)
|
Represents
sales commissions earned in fiscal
2007.
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards
|
|||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
All
Other Option Awards: Number of Shares of Stock or Units (#)(3)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock Option Awards ($)
(4)
|
Kenneth
M. Darby
|
2007
|
$175,000
(1)
|
|||||
Chairman
and Chief
Executive
Officer
|
10/25/06
|
10,000
|
$3.59
|
$20,300
|
|||
John
M. Badke
|
2007
|
$72,000
(1)
|
|||||
Senior
Vice President and
Chief Financial Officer
|
10/25/06
|
15,000
|
$3.59
|
$30,450
|
|||
Christopher
J. Wall
|
2007
|
$44,620
(2)
|
|||||
Managing
Director
Vicon
Industries, Ltd.
|
10/25/06
|
5,000
|
$3.59
|
$10,150
|
|||
Peter
A. Horn
|
2007
|
$48,000
(1)
|
|||||
Vice
President, Operations
|
10/25/06
|
3,500
|
$3.59
|
$7,105
|
|||
Bret
M. McGowan
|
2007
|
$52,500
(3)
|
|||||
Vice
President,
U.S.
Sales and Marketing
|
10/25/06
|
13,500
|
$3.59
|
$27,405
|
(1)
|
The
amounts shown reflect targeted cash payments for achievement of a certain
minimum annual pretax profit target as defined by the Company’s Board of
Directors under the Company’s fiscal year 2007 performance based bonus
plan.
|
(2)
|
Amount
represents targeted cash payment for achievement of budgeted pretax
operating profits, as defined, of the Company’s Europe based subsidiaries
under Mr. Wall’s fiscal year 2007 performance based bonus
plan.
|
(3)
|
Amount
represents targeted cash payment for achievement of fiscal year 2007 U.S.
domestic sales quota.
|
(4)
|
The
amounts represent the full grant date fair value of stock options granted
in 2007 in accordance with Statement of Financial Accounting Standards
No. 123R, which will be expensed in the Company’s financial
statements over the awards’ vesting period. (See “Note 1” under
the caption “Accounting for Stock-Based Compensation” to the accompanying
financial statements.)
|
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options(#)
|
Option
Exercise Price ($)
|
Option Expiration Date
|
Kenneth
M. Darby
|
16,129(1)
|
-
|
-
|
$3.95
|
08/12/09
|
Chairman
and Chief
|
-
|
10,000(1)
|
-
|
$3.59
|
10/25/12
|
Executive
Officer
|
|||||
John
M. Badke
|
3,500(1)
|
-
|
-
|
$3.05
|
11/15/07
|
Senior
Vice President and
|
15,000(1)
|
-
|
-
|
$2.80
|
11/04/08
|
Chief
Financial Officer
|
10,000(1)
|
-
|
-
|
$3.95
|
08/12/09
|
1,500(1)
|
3,500(1)
|
-
|
$3.00
|
05/27/11
|
|
3,000(2)
|
2,000(2)
|
-
|
$3.17
|
12/09/10
|
|
-
|
15,000(1)
|
-
|
$3.59
|
10/25/12
|
|
Christopher
J. Wall
|
10,000(1)
|
-
|
-
|
$2.80
|
11/04/08
|
Managing
Director
|
10,000(1)
|
-
|
-
|
$3.95
|
08/12/09
|
Vicon
Industries, Ltd.
|
1,501(1)
|
3,499(1)
|
-
|
$3.00
|
05/27/11
|
-
|
5,000(1)
|
-
|
$3.17
|
12/09/11
|
|
-
|
5,000(1)
|
-
|
$3.59
|
10/25/12
|
|
Peter
A. Horn
|
3,500(1)
|
-
|
-
|
$3.05
|
11/15/07
|
Vice
President
|
10,000(1)
|
-
|
-
|
$2.80
|
11/04/08
|
Operations
|
5,000(1)
|
-
|
-
|
$3.95
|
08/12/09
|
1,500(1)
|
3,500(1)
|
-
|
$3.00
|
05/27/11
|
|
-
|
5,000(1)
|
-
|
$3.17
|
12/09/11
|
|
-
|
3,500(1)
|
-
|
$3.59
|
10/25/12
|
|
Bret
M. McGowan
|
3,500(1)
|
-
|
-
|
$3.05
|
11/15/07
|
Vice
President
|
7,500(1)
|
-
|
-
|
$2.80
|
11/04/08
|
U.S.
Sales and Marketing
|
5,000(1)
|
-
|
-
|
$3.95
|
08/12/09
|
1,500(1)
|
3,500(1)
|
-
|
$3.00
|
05/27/11
|
|
1,154(2)
|
770(2)
|
-
|
$3.17
|
12/09/10
|
|
-
|
3,076(1)
|
-
|
$3.17
|
12/09/10
|
|
-
|
13,500(1)
|
-
|
$3.59
|
10/25/12
|
|
(1)
|
Options
vest over a four year period at 30% of the shares on the first anniversary
of the grant date, 30% of the shares on the second anniversary of the
grant date and the remaining 40% of the shares on the third anniversary of
the grant date. Options expire after the sixth anniversary of the grant
date.
|
(2)
|
Options
vest over a three year period at 30% of the shares on the grant date, 30%
of the shares on the first anniversary of the grant date and the remaining
40% of the shares on the second anniversary of the grant date. Options
expire after the fifth anniversary of the grant
date.
|
Option Awards
|
||
Name
|
Number of Shares Acquired on Exercise
(#)
|
Value Realized on Exercise
($)
|
Kenneth
M. Darby
|
50,000
|
$248,500
(1)
|
Chairman
and Chief Executive Officer
|
33,871
|
$129,387
(2)
|
John
M. Badke
|
12,500
|
$6,750
(3)
|
Senior
Vice President and Chief Financial Officer
|
(1)
|
Represents
the difference between the closing price of the Company’s common stock of
$7.77 on February 23, 2007, the date of exercise, and the exercise price
of $2.80, multiplied by 50,000
shares.
|
(2)
|
Represents
the difference between the closing price of the Company’s common stock of
$7.77 on February 23, 2007, the date of exercise, and the exercise price
of $3.95, multiplied by 33,871
shares.
|
(3)
|
Represents
the difference between the closing price of the Company’s common stock of
$3.59 on November 14, 2006, the date of exercise, and the exercise price
of $3.05, multiplied by 12,500
shares.
|
Name
|
Change in Control
($)
|
Employment
Termination by Company under Certain Circumstances ($)
|
||||||
Kenneth M. Darby
|
||||||||
Salary
|
$ | 400,000 | (2) | $ | 400,000 | |||
John M. Badke
|
||||||||
Salary
|
$ | 488,354 | (1) | $ | 350,000 | (3) | ||
Deferred
Compensation Shares
|
$ | 76,632 | (4) | $ | 76,632 | (4) | ||
Total
|
$ | 564,986 | $ | 426,632 | ||||
Christopher J.
Wall
|
||||||||
Salary
|
- | $ | 200,000 | |||||
Peter A.
Horn
|
||||||||
Salary
|
$ | 452,354 | (1) | $ | 316,000 | (3) | ||
Deferred
Compensation Shares
|
$ | 113,985 | (5) | $ | 113,985 | (5) | ||
Total
|
$ | 566,339 | $ | 429,985 | ||||
Bret
McGowan
|
||||||||
Salary
|
$ | 401,754 | (1) | $ | 290,000 | (3) | ||
(1)
|
Represents
obligation in the event of a change in control of the Company (as defined)
without Board of Director approval calculated at three times the average
annual base salary of the officer for the five year period preceding the
Change of Control payable in either a present value lump sum or in equal
monthly installments over a three year period as assumed in this
computation.
|
(2)
|
Mr.
Darby has the right to terminate his agreement upon a change in control
with or without the Board of Directors approval and receive the balance
owing under his agreement.
|
(3)
|
Specified
amounts are payable in equal monthly payments over a twenty four (24)
month period. Certain Agreements contain a provision that allows for the
deferral of such payments due within the first six month period if not
exempted from Section 409A of the Internal Revenue
Code.
|
(4)
|
Represents
6,561 shares of the Company’s common stock due Mr. Badke upon employment
termination valued at the closing market price of the Company’s common
stock at September 30, 2007, excluding any market discount due to the
restricted stock designation on the
shares.
|
(5)
|
Represents 9,759 shares of the
Company’s common stock due Mr. Horn upon employment termination valued at
the closing market price of the Company’s common stock at September 30,
2007, excluding any market discount due to the restricted stock
designation on the shares.
|
Name
|
Fees
Earned or Paid in Cash ($)(1)
|
Stock
Awards ($)
|
Option
Awards ($)(2)(3)
|
All
Other
Compensation
($)
|
Total ($)
|
Clifton
H.W. Maloney
|
$30,800
|
-
|
$9,109(2)
|
-
|
$39,909
|
Peter
F. Neumann
|
$30,800
|
-
|
-
|
-
|
$30,800
|
W.
Gregory Robertson
|
$29,600
|
-
|
-
|
-
|
$29,600
|
Arthur
D. Roche
|
$38,800
|
-
|
-
|
-
|
$38,800
|
(1)
|
Directors
who are not employees of the Company receive an annual retainer fee of
$20,000 for regular Board meetings and $1,200 per committee meeting
attended in person or by teleconference. The Chairman of the Audit
Committee also receives an additional annual retainer of
$8,000.
|
(2)
|
Represents
the compensation costs recognized for financial statement reporting
purposes in fiscal 2007 for the fair value of stock options in accordance
with Statement of Financial Accounting Standards
No. 123R. (See “Note 1” under the caption “Accounting for
Stock-Based Compensation” to the accompanying financial
statements.)
|
(3)
|
On
October 25, 2006, Mr. Maloney was granted 5,000 options to purchase common
stock at the closing market price of $3.59 per share. As of
September 30, 2007, Messrs. Maloney, Robertson and Roche held 20,000,
20,000 and 15,569 stock options,
respectively.
|
AMEX
U.S.
|
AMEX
|
||
Date
|
Vicon Industries,
Inc.
|
Market
Index
|
Technology
Index
|
10/01/02
|
100
|
100
|
100
|
10/01/03
|
134
|
128
|
144
|
10/01/04
|
152
|
149
|
166
|
10/01/05
|
99
|
176
|
170
|
10/01/06
|
106
|
190
|
185
|
10/01/07
|
377
|
224
|
263
|
2007
|
2006
|
|||||||
Audit
fees
|
$ | 256,000 | $ | 171,000 | ||||
Audit
related fees
|
$ | 5,000 | $ | 4,000 | ||||
Tax
fees
|
$ | 35,000 | $ | 39,000 |