form8k_110508.htm
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): November 5, 2008
VICON
INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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New
York
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1-7939
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11-2160665
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(State
of Incorporation or Organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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89 Arkay Drive,
Hauppauge, New York
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11788
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 5, 2008, the Compensation Committee of the Board (the “Committee”)
approved a performance based bonus plan for certain of the Company’s officers
for fiscal 2009, including among others Kenneth M. Darby (Chairman and Chief
Executive Officer), John M. Badke (Senior Vice President, Finance and Chief
Financial Officer) and Peter A. Horn (Vice President of Operations). The plan
provides a bonus pool of between seven percent (7%) and eleven percent (11%) 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.
The
Committee also approved performance based bonus plans for fiscal year 2009 for
Bret M. McGowan (Vice President of U.S. Sales & Marketing) whereby he will
receive a commission upon achieving certain U.S. sales targets and for
Christopher J. Wall (Managing Director of Vicon Industries Ltd. (Europe))
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.
In
addition, the Committee approved grants of stock options under various stock
option plans at the closing price on November 5, 2008 in the amounts of 25,000
to Mr. Darby, 8,000 to Mr. Badke, 10,000 to Mr. Wall, 7,500 to Mr. Horn and
5,000 to Mr. McGowan.
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: November
10, 2008
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VICON
INDUSTRIES, INC.
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(Registrant)
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By: /s/ John M.
Badke
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John M. Badke |
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Senior Vice President, Finance and
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Chief Financial
Officer
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