VCON Vicon Industrial Inc (CE)

2007 Stock Incentive Plan

IQinVision, Inc. 2011 Stock Incentive Plan and the IQinVision, Inc. 2001 Stock Incentive Plan

(Full title of the plan)

Saagar Govil
Chairman and Chief Executive Officer
Vicon Industries, Inc.
135 Fell Court
Hauppauge, NY 11788

(Name and address of agent for service)

(631) 952-2288

(Telephone number, including area code, of agent for service)

Copy to:

Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act. (Check one):

DEREGISTRATION OF UNSOLD SECURITIES

Vicon Industries, Inc., a New York corporation (the “Company”), previously registered shares of its common stock, par value $0.01 per share (“Common Stock”) under the following registration statements (each, a “Registration Statement” and collectively, the “Registration Statements”) concerning shares issuable or issued under certain employee benefit and equity plans and agreements. The Company is filing this post-effective amendment to each of the Registration Statements to deregister any and all securities that remain unsold under such Registration Statements.

The shares of Common Stock noted in the immediately preceding paragraphs do not take into account corporate actions, such as stock splits, taken since the filing of the referenced Registration Statement.

The Company is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.