UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 3, 2004
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 1-7939 11-2160665
(State or other jurisdiction (Commission (IRS Employer Identification
of Incorporation) File Number) Number)
89 Arkay Drive, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 952-2288
NOT APPLICABLE
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Principal Independent Accountants and Auditors.
(i) On February 3, 2004, the Board of Directors of Registrant approved a
resolution dismissing KPMG LLP ("KPMG") as the Registrant's certifying
accountants effective as of the close of business on that date. The decision of
the Board of Directors was based on the recommendation of the Audit Committee of
the Board of Directors. KPMG had been engaged as the Registrant's principal
accountants since 1973.
(ii) The audit reports of KPMG on the Registrant's consolidated financial
statements as of and for the years ended September 30, 2003 and 2002 did not
contain any adverse opinion or a disclaimer of opinion nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles, except
that their report, dated January 14, 2004, contains an explanatory paragraph
relating to the Company's adoption of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets", effective October 1,
2002.
(iii) In connection with the audits of the two fiscal years ended September
30, 2003 and 2002, there were no disagreements between the Registrant and KPMG
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG, would have caused KPMG to make reference to the
subject matter of the disagreement in connection with their reports.
(iv) In connection with the audits of the two fiscal years ended September
30, 2003 and 2002, there were no "Reportable Events" within the meaning of Item
304(a)(1)(v) of Regulation S-K. However, KPMG communicated to the Registrant a
matter it considered to be a weakness in the Registrant's internal controls
relating to the adequacy of staffing of its finance department. The Registrant
is addressing this concern and is in the process of further enhancing its
finance staff.
(v) The required letter from KPMG LLP addressed to the Securities and
Exchange Commission, with respect to the above statements made by the
Registrant, is attached hereto as Exhibit 16 and incorporated herein by
reference.
(b) New Principal Independent Accountants and Auditors.
On February 3, 2004, the Audit Committee of the Board of Directors of the
Registrant engaged BDO Seidman, LLP as the Registrant's certifying accountants
for the fiscal year ending September 30, 2004. The Registrant has not consulted
with BDO Seidman, LLP during its two most recent fiscal years nor during any
subsequent interim period prior to its appointment as auditor for the fiscal
year 2004 audit regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's consolidated financial
statements, or any matter that was either the subject of a disagreement (as
defined in item 304 (a)(1)(iv) of Regulation S-K and the related instructions)
or reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).
Item 7. Financial Statements and Exhibits
Exhibit
16 Letter from KPMG LLP to the Securities and Exchange Commission dated
February 10, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICON INDUSTRIES, INC.
Dated: February 10, 2004 By: /s/ John M. Badke
---------------------------------
John M. Badke
Vice President, Finance and
Chief Financial Officer
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