UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. )
1
Vicon
Industries, Inc.
(Name
of Issuer)
Common
Stock, par value $.01 per share
(Title
of Class of Securities)
925811101
(CUSIP
Number)
CEMTREX,
INC.
19
Engineers Lane
Farmingdale,
New York 11735
(631)
756-9116
SPENCER
G. FELDMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas, 15th Floor
New
York, New York 10019
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
23, 2018
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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 (“Act”) 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
).
|
1
|
NAME
OF REPORTING PERSONS
Cemtrex,
Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X]
(b)
[ ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
8,784,824
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
8,784,824
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784,824
(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
(1)
Includes 1,500,000 Shares underlying the Warrant as discussed herein.
|
1
|
NAME
OF REPORTING PERSONS
Aron
Govil
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X]
(b)
[ ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE
VOTING POWER
8,784,824
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
8,784,824
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784,824
(2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(2)
Includes 1,500,000 Shares underlying the Warrant as discussed herein.
|
1
|
NAME
OF REPORTING PERSONS
Saagar
Govil
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [X]
(b)
[ ]
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
-
0 -
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
|
9
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-
0 -
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item
1.
|
Security
and Issuer.
|
This
statement relates to the shares of Common Stock, par value $.01 per share (the “Shares”), of Vicon Industries, Inc.,
a New York corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 135 Fell Court,
Hauppauge, New York 11788.
|
Item
2.
|
Identity
and Background.
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|
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(a)
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This
statement is filed by:
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|
|
|
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|
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|
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(i)
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Cemtrex,
Inc., a Delaware corporation (“Cemtrex”);
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|
|
|
|
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|
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(ii)
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Aron
Govil, the Executive Director of Cemtrex; and
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|
|
|
|
|
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|
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(iii)
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Saagar
Govil, the Chairman of the Board, President and Chief Executive Officer of Cemtrex.
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Cemtrex
is the direct owner of the Shares reported in this Schedule 13D. Aron Govil is the controlling stockholder and Executive Director
of Cemtrex. Saagar Govil is the son of Aron Govil and the Chairman of the Board, President and Chief Executive Officer of Cemtrex.
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule 13D.
(b)
The address of the principal office of the Reporting Persons is 19 Engineers Lane, Farmingdale, New York 11735. The officers and
directors of Cemtrex and their principal occupations and business addresses are set forth on
Schedule A
and are incorporated
by reference in this Item 2.
(c)
The principal business of Cemtrex is to provide electronic manufacturing services of printed circuit board assemblies, provide
instruments for industrial processes, and provide industrial environmental control systems. The principal occupation of Aron Govil
is Executive Director of Cemtrex and President of Ducon Technologies Inc., a privately held company engaged in energy and environmental
control systems. The principal occupation of Saagar Govil is Chairman of the Board, President and Chief Executive Officer of Cemtrex
and the Chief Executive Officer of the Issuer.
(d)
No Reporting Person, or any person listed on
Schedule A
annexed hereto, has during the last five years been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
No Reporting Person, or any person listed on
Schedule A
annexed hereto, has during the last five years been 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.
(f)
Cemtrex is a Delaware corporation. Aron Govil and Saagar Govil are each citizens of the United States.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
.
|
The
Transferred Shares and the Warrant (each as defined below) purchased by Cemtrex were purchased in return for newly-issued shares
of common stock, par value $0.001 per share, of Cemtrex (the “Cemtrex Stock”) in a private resale transaction pursuant
to the Securities Purchase Agreement, as defined and discussed in Item 4 below. The aggregate purchase price of the 7,284,824
Transferred Shares and the 1,500,000 Warrant Shares (as defined below) beneficially owned by Cemtrex was approximately $2,913,930
(which represents the value of the 1,012,625 shares of Cemtrex Stock issued to NIL (as defined below)). There were no brokerage
commissions.
|
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares represented an attractive
strategic investment opportunity. Depending upon overall market conditions, other possible acquisitions of, or investments in,
complementary businesses available to the Reporting Persons, and the availability of Shares at prices that would make the purchase
or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of Shares in the open market or in privately negotiated transactions, or otherwise, on
such terms and at such times as the Reporting Persons may deem advisable.
On
March 23, 2018, in a private resale transaction, Cemtrex purchased 7,284,824 shares of Common Stock (the “Transferred Shares”)
and a three-year warrant to purchase an additional 1,500,000 Shares (the “Warrant Shares”) of the Issuer at an exercise
price of $0.40 per Share (the “Warrant”), from a former shareholder of the Issuer, NIL Funding Corporation (“NIL”),
pursuant to the terms of a Securities Purchase Agreement by and between Cemtrex and NIL (the “Securities Purchase Agreement”).
Cemtrex’s purchase of the Shares and the Warrant resulted in its beneficial ownership of approximately 46% of the outstanding
Shares of the Issuer. Cemtrex purchased the Transferred Shares and Warrant in exchange for 1,012,625 shares of Cemtrex Stock.
Under the Securities Purchase Agreement, Cemtrex agreed to file a registration statement with the Securities and Exchange Commission
and to use its commercially reasonable efforts to cause such registration statement to become effective with respect to the resale
of the Cemtrex Stock. Following the closing of the transaction, pursuant to a Side Letter, dated March 23, 2018, between Cemtrex
and the Issuer (the “Side Letter), among other things, (i) Saagar Govil and Aron Govil, joined the Board of Directors of
the Issuer (the “Board”) and Saagar Govil assumed the position of Chief Executive Officer of the Issuer and (ii) the
Issuer agreed to take all necessary actions to ensure that the transaction does not trigger the change of control provisions under
certain of the Issuer’s material contracts and to waive the application of Section 912 of the New York Business Corporation
Law to Cemtrex. On March 22, 2018, prior to Cemtrex’s stock acquisition date, the Board approved Cemtrex’s purchase
of the Transferred Shares. The description of each of the Securities Purchase Agreement and the Side Letter herein is qualified
in its entirety by reference to the Securities Purchase Agreement and Side Letter, copies of which are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
No
Reporting Person has 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 or in connection with completion of,
or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a
continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the Reporting
Persons’ investment strategies, the price levels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer
as they deem appropriate including, without limitation, engaging in additional communications with the Board of the Issuer, engaging
in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making
proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition)
or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, or changing their intention with
respect to any and all matters referred to in Item 4.
|
Item
5.
|
Interest
in Securities of the Issuer
.
|
The
aggregate percentage of Shares reported owned by each person named herein is based upon 19,052,623 Shares outstanding, which is
equal to the sum of (i) 17,552,623 Shares, which is the total number of Shares outstanding as of February 13, 2018 as reported
in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2018, and
(ii) 1,500,000 Shares, which is the number of Shares underlying the Warrant.
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A.
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Cemtrex
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(a)
|
As
of the close of business on March 30, 2018, Cemtrex beneficially owned 8,784,824 Shares (including the Warrant Shares).
|
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|
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Percentage:
Approximately 46%
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(b)
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1.
Sole power to vote or direct vote: 8,784,824
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2.
Shared power to vote or direct vote: 0
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3. Sole
power to dispose or direct the disposition: 8,784,824
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4.
Shared power to dispose or direct the disposition: 0
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(c)
|
The
transactions in the Shares by Cemtrex during the past 60 days are set forth in
Schedule B
and are incorporated herein
by reference.
|
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B.
|
Aron
Govil
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|
|
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|
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(a)
|
As
the controlling stockholder and Executive Director of Cemtrex, Aron Govil may be deemed to beneficially own the 8,784,824
Shares (including the Warrant Shares) owned by Cemtrex.
|
|
|
|
|
|
|
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Percentage:
Approximately 46%
|
|
|
|
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(b)
|
1.
Sole power to vote or direct vote: 8,784,824
|
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|
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2.
Shared power to vote or direct vote: 0
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3.
Sole power to dispose or direct the disposition: 8,784,824
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4.
Shared power to dispose or direct the disposition: 0
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(c)
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Aron
Govil has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Cemtrex
during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
|
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C.
|
Saagar
Govil
|
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(a)
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Saagar
Govil does not beneficially own any Shares.
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Percentage:
0%
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(b)
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1.
Sole power to vote or direct vote: 0
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2.
Shared power to vote or direct vote: 0
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3.
Sole power to dispose or direct the disposition: 0
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4.
Shared power to dispose or direct the disposition: 0
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(c)
|
Saagar
Govil has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Cemtrex
during the past 60 days are set forth in
Schedule B
and are incorporated herein by reference.
|
The
Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of its or his pecuniary interest therein.
|
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(d)
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No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
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(e)
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Not
applicable.
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|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
On
March 23, 2018, Cemtrex entered into the Securities Purchase Agreement with NIL, defined and described in Item 4 and incorporated
herein. The Securities Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
March 23, 2018, Cemtrex entered into the Side Letter with the Issuer, defined and described in Item 4 and incorporated herein.
The Side Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On
April 2, 2018, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which
the Reporting Persons agreed, among other things, to the joint filing on behalf of each of them of statements on Schedule 13D
with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.4 and is incorporated herein by reference.
On
March 23, 2018, NIL assigned to Cemtrex the Warrant, dated April 20, 2017, from Vicon to NIL, as amended by that certain Amendment
to Warrant by and between Vicon and Seller, dated July 27, 2017. The Warrant has an exercise price of $0.40 per Share and expires
on April 20, 2020.
Other
than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to the securities of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits
.
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99.1
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Securities Purchase Agreement, dated as of March 23, 2018, between Cemtrex, Inc. and NIL Funding Corporation.
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99.2
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Side Letter, dated March 23, 2018, between Vicon Industries, Inc. and Cemtrex, Inc.
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99.3
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Press Release issued March 26, 2018 by Cemtrex.
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99.4
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Joint Filing Agreement, dated April 2, 2018, among Cemtrex, Inc., Aron Govil and Saagar Govil.
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SIGNATURES
After
reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated:
April 2, 2018
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Cemtrex,
Inc.
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By:
|
/s/
Saagar Govil
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Name:
|
Saagar
Govil
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
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/s/
Aron Govil
|
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Aron Govil
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/s/
Saagar Govil
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Saagar
Govil
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SCHEDULE
A
Directors
and Officers of Cemtrex
|
Name
and Position
|
Principal
Occupation
|
Principal
Business Address
|
Citizenship
|
|
|
|
|
|
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Executive
Officers
|
|
|
|
Saagar
Govil
|
Chairman,
Chief Executive Officer and President of Cemtrex
|
c/o
Cemtrex, Inc.
19
Engineers Lane
Farmingdale,
New York 11735
|
USA
|
|
Renato
Dela Rama
|
Vice
President of Finance of Cemtrex
|
c/o
Cemtrex, Inc.
19
Engineers Lane
Farmingdale,
New York 11735
|
USA
|
|
|
|
|
|
|
Non-Employee
Directors
|
|
|
|
Aron
Govil
|
President
of Ducon Technologies Inc., and Executive Director of Cemtrex
|
c/o
Cemtrex, Inc.
19
Engineers Lane
Farmingdale,
New York 11735
|
USA
|
|
Raju
Panjwani
|
Independent
Consultant and Entrepreneur
|
c/o
Cemtrex, Inc.
19
Engineers Lane
Farmingdale,
New York 11735
|
USA
|
|
Sunny
Patel
|
Manager
of Three Point Capital
|
c/o
Three Point Capital
650
5
th
Avenue, Suite 2505
New
York, New York 10111
|
USA
|
|
Metodi
Filipov
|
Independent
Consultant and Entrepreneur
|
c/o
Cemtrex, Inc.
19
Engineers Lane
Farmingdale,
New York 11735
|
USA
|
SCHEDULE
B
Transactions
in the Shares During the Past Sixty Days
Shares
of Common
Stock Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
CEMTREX,
INC.
|
8,784,824
#
|
0.4000
##
|
03/23/2018
|
#
Represents Shares acquired by the Reporting Persons from NIL in a private resale transaction pursuant to the Securities
Purchase Agreement. Includes the 1,500,000 Shares underlying the Warrant.
##
Excludes the Warrant Shares.
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