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(1)

This Registration Statement relates to common stock, par value $0.01 per share (“Vicon common stock”), of Vicon Industries, Inc. (“Vicon”) issuable to holders of capital stock (“IQinVision capital stock”) of IQinVision, Inc. (“IQinVision”) in the proposed merger (the “Merger”) of IQinVision with VI Merger Sub, Inc., a wholly owned subsidiary of Vicon (“Merger Sub”), with IQinVision surviving as a wholly owned subsidiary of Vicon. Vicon common stock is listed on the NYSE MKT Market under the symbol “VII.”

(2)	This number is based on the exchange of 4,503,885 shares of Vicon common stock for 12,929,025 shares of IQinVision capital stock pursuant to the formula set forth in the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated March 28, 2014, by and among Vicon, IQinVision and Merger Sub.

(3)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, the proposed maximum aggregate offering price of Vicon common stock was calculated based upon the market value of shares of Vicon common stock in accordance with Rule 457(c) under the Securities Act as follows: the product of (i) $2.62, the average of the high and low prices per shares of Vicon common stock on May 28, 2014, as quoted on the NYSE MKT, and (ii) 4,503,885, the estimated maximum number of shares of Vicon common stock which may be exchanged in the Merger.

(4)	Determined in accordance with Section 6(b) of the Securities Act, as amended, at a rate equal to $128.80 per $1,000,000 of the proposed maximum aggregate offering price.

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Proposal No. 1:

To approve the issuance of shares of Vicon common stock (the “Merger Consideration”) to shareholders of IQinVision, Inc., a California corporation (“IQinVision”), pursuant to the Agreement and Plan of Merger and Reorganization dated March 28, 2014 (the “Merger Agreement”), by and among Vicon, IQinVision, Inc., and VI Merger Sub, Inc., a California corporation and wholly owned subsidiary of Vicon (“Merger Sub”), pursuant to which Merger Sub will be merged with and into IQinVision, with IQinVision surviving as a wholly owned subsidiary of Vicon (the “Merger”). A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation.

Proposal No. 2:	To approve the adjournment or postponement of the Vicon annual meeting, if necessary or appropriate, to solicit additional proxies.

Proposal No. 3:	To approve the election of two (2) directors of Vicon for a term of three years or until a successor is duly elected and qualified, or until their earlier death, resignation or removal.

Proposal No. 4:	To approve, on an advisory (non-binding) basis, the compensation of Vicon’s named executive officers as disclosed in the Compensation Discussion and Analysis – Executive Compensation section of the accompanying proxy statement/prospectus/consent solicitation.

Proposal No. 5:	To approve the ratification of the appointment of BDO USA, LLP as Vicon’s independent registered public accounting firm for the fiscal year ending September 30, 2014.

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CGCL	California General Corporation Law

Code	The Internal Revenue Code of 1986, as amended

Effective Time	The time at which the articles of merger are filed with the Secretary of State of California in connection with the Merger

Exchange Act	Securities Exchange Act of 1934, as amended

IQinVision	IQinVision, Inc., a California corporation

Merger	The transaction whereby Merger Sub will be merged with and into IQinVision, with IQinVision surviving as a wholly owned subsidiary of Vicon pursuant to the terms of the Merger Agreement

Merger Agreement	Agreement and Plan of Merger and Reorganization, dated as of March 28, 2014, as it may be amended from time to time, by and among Vicon, IQinVision and Merger Sub

Merger Consideration

A number of shares of Vicon common stock equal to the total number of shares of Vicon common stock then issued and outstanding, excluding outstanding options to purchase Vicon common stock, and any other securities convertible into Vicon common stock, on the terms provided in the Merger Agreement and as further described below under the section entitled “The Merger Agreement – The Merger Consideration,” immediately prior to the Effective Time, which shall be issued to the holders of shares of IQinVision capital stock in accordance with the Merger Agreement

Merger Sub	VI Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Vicon

NYBCL	New York Business Corporation Law

SEC	Securities and Exchange Commission

Securities Act	Securities Act of 1933, as amended

Vicon*	Vicon Industries, Inc., a New York corporation

Vicon annual meeting	The 2014 annual meeting of shareholders of Vicon, to be held on [●], 2014 at 10:00 a.m., for the purposes described in this proxy statement/prospectus/consent solicitation.

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•	Logging onto the website http://www.envisionreports.com/VII and following the prompts using your control number located on your proxy card to vote over the Internet anytime up to [●] on [●], 2014 and following the instructions provided on that site;

•	Dialing [●] and listening for further directions to vote by telephone anytime up to [●] on [●], 2014, and following the instructions provided in the recorded message; or

•	Signing and returning your proxy card in the postage-paid envelope provided.

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•	Proposal No. 1 - Approval of the Issuance of the Merger Consideration: To approve the issuance of shares of Vicon common stock to IQinVision shareholders to complete the Merger, pursuant to the terms of the Merger Agreement;

•	Proposal No. 2 - Approval of Adjournment or Postponement of Meeting: To approve the adjournment or postponement of the Vicon annual meeting, if necessary or appropriate, to solicit additional proxies;

•	Proposal No. 3 - Election of Directors: To approve the election of two (2) directors of Vicon for a term of three years or until a successor is duly elected and qualified, or until their earlier death, resignation or removal; and

•	Proposal No. 4 - Approval of the Compensation of Vicon’s Named Executive Officers: To approve, on an advisory (non-binding) basis, the compensation of Vicon’s named executive – officers as disclosed in the Compensation Discussion and Analysis – Executive Compensation section; and

•	Proposal No. 5 - Approval of the Appointment of Vicon’s Independent Registered Public Accountants: To approve the ratification of the appointment of BDO USA, LLP as Vicon’s independent registered public accounting firm for the fiscal year ending September 30, 2014.

•	Proposal No. 1 - Approval of the Issuance of the Merger Consideration: Approval of the issuance of the Merger Consideration to IQinVision shareholders requires the affirmative vote of a majority of the votes cast, in person or by proxy, at the Vicon annual meeting.

•	Proposal No. 2 - Approval of Adjournment or Postponement of Meeting: Approval of the adjournment or postponement of the Vicon annual meeting requires the affirmative vote of the holders of the majority of the votes cast, in person or by proxy, at the Vicon annual meeting, whether or not a quorum is present.

•	Proposal No. 3 - Election of Directors: Each director must be elected by the affirmative vote of a plurality of the votes cast with respect to such director by the shares represented, in person or by proxy, and entitled to vote therefor at the Vicon annual meeting.

•	Proposal No. 4 - Approval of the Compensation of Vicon’s Named Executive Officers: Approval of the compensation of Vicon’s named executive officers, on an advisory (non-binding) basis, requires the affirmative vote of a majority of the total votes cast, in person or by proxy, at the Vicon annual meeting.

•	Proposal No. 5 - Approval of the Appointment of Vicon’s Independent Registered Public Accountants: Approval of the appointment of BDO USA, LLP as Vicon’s independent registered public accountants requires the affirmative vote of a majority of the votes cast, in person or by proxy, at the Vicon annual meeting.

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•	may not be intended as statements of fact, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; and

•	may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors.

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•	the issuance of the Merger Consideration in connection with the Merger shall have been approved by Vicon’s shareholders and the approval of the Merger, including the terms of the Merger Agreement and the transactions contemplated thereby shall have been approved by IQinVision’s shareholders;

•	the registration statement on Form S-4, of which this proxy statement/prospectus/consent solicitation is a part, shall have been declared effective by the SEC; and

•	the Merger Consideration to be issued in connection with the Merger shall have been authorized for listing on the NYSE MKT.

•	the representations and warranties of IQinVision contained in the Merger Agreement shall have been true and correct as of the date of the Merger Agreement and the Effective Time, except where the failure to be true would not be reasonably expected to have a material adverse effect on IQinVision;

•	IQinVision shall have performed or complied in all material respects with all agreements and covenants to be performed or complied with by it; and

•	holders of no more than ten percent (10%) of the outstanding shares of IQinVision capital stock shall have exercised dissenters’ rights.

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•	the representations and warranties of Vicon contained in the Merger Agreement shall have been true and correct as of the date of the Merger Agreement and the Effective Time, except where the failure to be true would not be reasonably expected to have a material adverse effect on Vicon;

•	Vicon shall have performed or complied in all material respects with all agreements and covenants to be performed or complied with by it; and

•

David W. Wright, W. Gregory Robertson and Bernard F. Reynolds, directors of Vicon, shall have submitted irrevocable letters of resignation from the Vicon board of directors, effective at the Effective Time (such irrevocable letters of resignation were submitted concurrently and in connection with the Merger Agreement on March 28, 2014 and Mr. Wright has resigned from the Vicon board of directors effective as of May 15, 2014).

•	by Vicon or IQinVision upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of the other party which cannot be or has not been cured within a 30-day cure period;

•	by Vicon or IQinVision if any consent of any regulatory authority required for consummation of the Merger and the transactions contemplated thereby are denied or if any law or order prohibits the Merger;

•	by Vicon or IQinVision if the Merger shall not have been approved by the Vicon shareholders at the Vicon annual meeting or by written consent of the IQinVision shareholders;

•	by Vicon or IQinVision if the Merger has not been consummated by (i) September 28, 2014, provided however, that if the SEC has not declared the registration statement effective by September 28, 2014, then either party may extend the termination date by an additional 60 days;

•	by Vicon if (i) the board of directors of IQinVision shall have failed to recommend approval of the Merger; (ii) the board of directors of IQinVision shall have authorized any acquisition proposal other than the Merger; or (iii) IQinVision shall have breached the no solicitation provisions set forth in the Merger Agreement;

•	by IQinVision if (i) the Vicon board of directors shall have failed to recommend approval of the Merger Consideration; (ii) the Vicon board of directors shall have authorized any acquisition proposal other than the Merger; or (iii) Vicon shall have breached the no solicitation provisions set forth in the Merger Agreement; or

•	by Vicon or IQinVision if the board of directors of such party authorizes such party to accept a superior proposal.

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•	current Vicon shareholders and IQinVision shareholders will have a reduced ownership and voting interest after the Merger;

•	any delay in completing the Merger may reduce or eliminate the benefits expected to be achieved thereunder;

•	uncertainties associated with the Merger may cause a loss of management personnel and other key employees;

•	IQinVision shareholders may receive consideration in the Merger that is greater than or less than the fair market value of the IQinVision shares because the lack of a public market for IQinVision shares makes it difficult to evaluate the fairness of the Merger;

•	the market price of Vicon’s common stock may decline or not appreciate as a result of the Merger;

•	certain provisions of the Merger Agreement may discourage third parties from submitting alternative business proposals, including proposals that may be superior to the terms contemplated by the Merger Agreement; and

•	future results of the combined company may differ materially from the unaudited pro forma financial statements and financial projections prepared by Vicon and IQinVision in connection with their discussions concerning the Merger; and

•	Vicon and IQinVision may not be able to successfully integrate their operations.

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(1)	Book value per share as of September 30, 2013 is not meaningful as purchase accounting adjustments were calculated as of March 31, 2014.

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•	Separate historical financial statements of Vicon as of and for the year ended September 30, 2013 and the related notes included in Vicon’s Annual Report on Form 10-K for the year ended September 30, 2013;

•	Separate historical financial statements of IQinVision as of and for the years ended December 31, 2013 and 2012 and related notes; and

•	Separate historical financial statements of Vicon as of and for the six months ended March 31, 2014 and the related notes included in Vicon’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.

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(i)

all issued and outstanding shares of common and preferred stock of IQinVision (other than shares owned by IQinVision and any subsidiaries of IQinVision, which will be cancelled and cease to exist) will be converted into the right to receive such total number of outstanding shares of Vicon common stock equal to the total number of outstanding shares of Vicon common stock immediately prior to the Effective Time, with cash paid in lieu of fractional shares. Shares held by IQinVision shareholders who vote against the Merger and are entitled to and who properly exercise a demand for dissenters’ rights under the CGCL, will have the right to receive the payment described under “The Merger Agreement—Dissenters’ Rights of IQinVision Shareholders” below. Based on 4,503,885 shares of Vicon common stock outstanding and 12,929,025 shares of IQinVision capital stock outstanding (including 5,766,922 shares of common stock, 920,051 shares of Series A preferred stock, 3,295,428 shares of Series B preferred stock, 1,444,212 shares of Series C preferred stock and 1,502,412 shares of Series D preferred stock), as of the close of business on May 28, 2014, the last trading day before the date of this proxy statement/prospectus/consent solicitation, as of the Effective Time, the issued and outstanding shares of common and preferred stock of IQinVision will be converted into such total number of outstanding shares of Vicon common stock equal to approximately 0.2515 for each share of IQinVision common stock and approximately 0.3997 for each share of common stock into which each share of preferred stock of IQinVision is convertible, subject to adjustment for changes in Vicon common stock and IQinVision capital stock through the Effective Time of the Merger and adjustment for fractional shares of Vicon common stock pursuant to the Merger Agreement. Each outstanding share of IQinVision Series A preferred stock is convertible into approximately 1.5203 shares of IQinVision common stock and each outstanding share of IQinVision Series B, Series C and Series D preferred stock is convertible into one share of IQinVision common stock;

(ii)

all outstanding options to purchase IQinVision common stock, as well as IQinVision’s 2011 Stock Incentive Plan and 2001 Stock Incentive Plan, will be assumed by Vicon. Each option of IQinVision assumed in the Merger will be converted into an option to purchase a number of shares of Vicon’s common stock representing the number of IQinVision shares subject to such option multiplied by approximately 0.2515. The exercise price of each option will be increased proportionately; and

(iii)

all outstanding IQinVision stock appreciation rights will be assumed by Vicon. Each stock appreciation right of IQinVision assumed in the Merger will be converted into a stock appreciation right with respect to a number of shares of Vicon’s common stock representing the number of IQinVision shares subject to such stock appreciation right multiplied by approximately 0.2515. The base value per share of Vicon common stock for each stock appreciation right will be increased proportionately.

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(1)

The fair value of the Vicon equivalent stock options as of May 15, 2014 was estimated using the Black-Scholes valuation model utilizing the assumptions noted below as of May 15, 2014 and giving effect to an assumed exchange ratio between Vicon common stock and IQinVision common stock of 0.2515. The expected volatility of the Vicon stock price is based on the average historical volatility over the expected term based on daily closing stock prices. The expected term of the option is based on IQinVision historical employee stock option exercise behavior as well as the remaining contractual exercise term. The stock price volatility and expected term are based on Vicon’s best estimates at this time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the total consideration that will be recorded at the Effective Time of the Merger.

(2)

The fair value of the Vicon equivalent stock appreciation rights as of May 15, 2014 was estimated using the Black-Scholes valuation model utilizing the assumptions noted below as of May 15, 2014 and giving effect to an assumed exchange ratio between Vicon common stock and IQinVision common stock of 0.2515. The expected volatility of the Vicon stock price is based on the average historical volatility over the expected term based on daily closing stock prices. The expected term of the option is based on IQinVision historical employee stock option exercise behavior as well as the remaining contractual exercise term. The stock price volatility and expected term are based on Vicon’s best estimates at this time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the total consideration that will be recorded at the Effective Time of the Merger.

(3)

The estimated consideration expected to be transferred reflected in these unaudited pro forma condensed combined financial statements does not purport to represent what the actual consideration transferred will be when the Merger is completed. In accordance with ASC Topic 805, the fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the Merger at the then-current market price. This requirement will likely result in a per share equity component different from the $2.71 closing price of Vicon common stock on May 15, 2014

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(4)	No adjustment has been made to reflect the special cash dividend that the Vicon board of directors expects to declare and pay to Vicon shareholders prior to the Effective Time of the Merger, payable within 15 days after the Effective Time, subject to the satisfaction of the closing conditions set forth in the Merger Agreement.

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(A)

Intangible Amortization—To eliminate the historical amortization related to IQinVision’s existing intangible assets and reflect amortization of intangibles based on the preliminary estimated fair values and useful lives of intangibles expected to be recorded as a result of the Merger. For estimated intangible asset values and the estimated associated useful lives, see note (C) in Note 6—Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet.

(B)	No income tax (benefit) adjustments were computed on the combined income (loss) before income taxes of Vicon and IQinVision due to a multitude of reasons. Therefore, the effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-acquisition activities.

(C)	The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the combined basic and diluted weighted-average shares, after giving effect to the exchange ratio. The historical basic and diluted weighted average shares of IQinVision are assumed to be increased by the shares expected to be issued by Vicon to effect the Merger as follows:

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(1)	Diluted shares for the six months ended March 31, 2014 do not include any effect resulting from assumed conversion of IQinVision stock options and SAR’s as they would be anti-dilutive.

(D)	Merger related costs recorded in the historical statements of operations have been reversed for pro forma statement of operations purposes as they would not be expected to have a continuing impact beyond the period presented.

(A)

Deferred Tax Assets and Liabilities—a full valuation allowance has been recognized against IQinVision’s deferred tax asset balances due to the uncertainty of future realization upon combination with Vicon. Such valuation allowance was estimated based upon a preliminary assessment of the combined company tax characteristics and possible future operating results. Such assessments could be impacted by a variety of factors that may occur prior to the Effective Time of the Merger and are subject to further review by Vicon’s management, which may result in material adjustments at the Effective Time of the Merger.

(B)	Goodwill—To record the preliminary estimate of goodwill for the acquisition of IQinVision. Reflects adjustments to the following:

(C)

Intangible Assets—To record the preliminary fair values of IQinVision intangible assets acquired. These estimated fair values and useful lives are considered preliminary and are subject to change at the closing date of the transaction. Changes in fair value or useful lives of the acquired intangible assets may be material. Determination of the estimated remaining useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from

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(D)

Transaction Costs—Acquisition related transaction costs incurred by Vicon and IQinVision, including investment banking, legal, accounting and advisory fees, and other external costs directly related to the Merger, are not included as a component of purchase price, but will be expensed in the statements of operations of the respective companies in the periods incurred. The pro forma balance sheet reflects an aggregate $2.3 million of estimated acquisition related transaction costs, of which $570,000 and $576,000, respectively, were recorded in Vicon and IQinVision’s historical financial statements as of March 31, 2014. However, any such costs recorded in the historical statements of operations would be reversed for pro forma statement of operations purposes as they would not be expected to have a continuing impact on periods presented. An accrual for Vicon and IQinVision’s estimated transaction costs of $570,000 and $586,000, respectively, was included in accrued liabilities in the condensed combined balance sheet.

(E)	Preferred and Common Stock—To eliminate IQinVision preferred and common stock and reflect shares of Vicon common stock expected to be issued upon completion of the Merger:

(F)	Additional Paid-in Capital—To reflect value in excess of par of Vicon common stock expected to be issued upon completion of the Merger:

(G)	Accumulated Deficit—To eliminate IQinVision’s historical accumulated deficit and reflect the immediate impact to Vicon’s retained earnings had the Merger occurred on March 31, 2014:

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•	third parties may seek to terminate or renegotiate their relationships with Vicon or IQinVision as a result of the Merger, whether pursuant to the terms of their existing agreements with Vicon or IQinVision or otherwise; and

•	the attention of Vicon and IQinVision management may be directed toward completion of the Merger and related matters and may be diverted from the day-to-day business operations of their respective companies, including from other opportunities that otherwise might be beneficial to Vicon and IQinVision.

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•	the inability to successfully combine the businesses of Vicon and IQinVision in a manner that permits the combined company to achieve the full revenue and cost synergies and other benefits anticipated to result from the Merger;

•	complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

•	potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger;

•	the inability to cross-sell Vicon and IQinVision products; and

•	the inability to integrate Vicon technologies into the IQinVision products and vice versa.

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•	assure the quality of their products;

•	manage capacity during periods of volatile demand;

•	qualify appropriate component suppliers;

•	ensure adequate supplies of materials;

•	protect their intellectual property; and

•	deliver finished products at agreed upon prices and schedules.

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•	the burdens of complying with a wide variety of U.S. laws applicable to export controls, foreign operations, foreign laws and different legal standards;

•	fluctuations in currency exchange rates;

•	unexpected changes in foreign regulatory requirements;

•	counterfeiting of Vicon’s products or infringement on its intellectual property by third parties;

•	difficulties in managing the staffing of remote operations;

•	potentially adverse tax consequences, including the complexities of foreign value added tax systems, restrictions on the repatriation of earnings and changes in tax rates;

•	dependence on distributors in various countries with different pricing policies and forecasting practices;

•	reduced or varied protection for intellectual property rights in some countries;

•	increased financial accounting and reporting burdens and complexity;

•	political, social and economic instability in some jurisdictions; and

•	terrorist attacks and security concerns in general.

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•	its ability to anticipate market and technology trends and successfully develop products that meet market needs;

•	its success in identifying and penetrating new markets, applications and customers;

•	its ability to understand the price points and performance metrics of competing products in the marketplace;

•	its products’ performance and cost-effectiveness relative to that of competing products;

•	its ability to develop and maintain relationships with key distributors;

•	its ability to protect our intellectual property;

•	its ability to expand international operations in a timely and cost-efficient manner;

•	its ability to deliver products in volume on a timely basis at competitive prices; and

•	its ability to recruit design and application engineers with expertise in video camera technology.

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•	Vicon’s and IQinVision’ expectations with respect to the potential synergies, costs and other anticipated financial impacts of the Merger;

•	future financial and operating results of the combined company;

•	financial projections of Vicon and IQinVision;

•	the combined company’s plans, objectives, expectations and intentions with respect to future operations and services;

•	approval of the Merger by shareholders;

•	the satisfaction of the closing conditions to the Merger;

•	the timing of the completion of the Merger; and

•	the assumptions underlying the foregoing.

•	risks and uncertainties relating to Vicon’s and IQinVision’ expectations with respect to the potential synergies, costs and other anticipated financial impacts of the Merger;

•	risks relating to future financial and operating results of the combined company following the Merger;

•	risks relating to the market price of Vicon’s common stock as a result of the Merger;

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•	risks relating to the combined company’s plans, objectives, expectations and intentions with respect to future operations and services following the merger;

•	risks relating to the combined company’s ability to attract and retain key personnel following the merger;

•	risks relating to the combined company’s relationships with customers, suppliers, and other third parties following the merger;

•	risks relating to approval of the proposed transaction by shareholders;

•	risks relating to the satisfaction of the closing conditions to the proposed transaction; and

•	risks relating to the timing of the completion of the proposed transaction.

•

Proposal No. 1 - Approval of the Issuance of the Merger Consideration: To approve the issuance of the Merger Consideration to shareholders of IQinVision pursuant to the Merger Agreement, pursuant to which Merger Sub will be merged with and into IQinVision, with IQinVision surviving as a wholly owned subsidiary of Vicon. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus/consent solicitation.

•	Proposal No. 2 - Approval of Adjournment or Postponement of Meeting: To approve the adjournment or postponement of the Vicon annual meeting, if necessary or appropriate, to solicit additional proxies.

•	Proposal No. 3 - Election of Directors: To approve the election of two (2) directors of Vicon for a term of three years or until a successor is duly elected and qualified, or until their earlier death, resignation or removal.

•	Proposal No. 4 - Approval of the Compensation of Vicon’s Named Executive Officers: To approve, on an advisory (non-binding) basis, the compensation of Vicon’s named executive officers as disclosed in the Compensation Discussion and Analysis – Executive Compensation section of this proxy statement/prospectus/consent solicitation.

•	Proposal No. 5 - Approval of the Appointment of Vicon’s Independent Registered Public Accountants: To approve the ratification of the appointment of BDO USA, LLP as Vicon’s independent registered public accounting firm for the fiscal year ending September 30, 2014.

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•	Internet by logging onto the website http://www.envisionreports.com/VII and following the prompts using your control number located on your proxy card to vote over the Internet anytime up to [●] on [●], 2014 and following the instructions provided on that site;

•	Dialing [●] and listening for further directions to vote by telephone anytime up to [●] on [●], 2014, and following the instructions provided in the recorded message; or

•	Signing and returning your proxy card in the postage-paid envelope provided.

•	timely delivering a new, valid proxy bearing a later date by submitting instructions through the Internet, by telephone or by mail as described on the proxy card; or

•	attending the Vicon annual meeting and voting in person, which will automatically cancel any proxy previously given, or you can revoke your proxy in person. Simply attending the Vicon annual meeting without voting will not revoke any proxy that you have previously given or change your vote.

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•	The belief that the combined company will be better-positioned to compete more effectively and grow in the increasingly competitive international security market than either Vicon or IQinVision separately as a stand-alone entity.

•

The belief that the companies’ combined product and technology portfolios will enhance the combined company’s ability to develop and market next-generation products, to deliver technical solutions to customers that neither company could offer independently, to enhance the attractiveness of the combined company’s product offerings, to deliver more comprehensive support capabilities tailored to customers’ needs, and ultimately to create greater, more secure, and faster growth opportunities.

•	The belief that Vicon’s and IQinVision’s customers are seeking suppliers with a broader suite of products and the capability to invest in new technologies, and that the combined company would address that demand by providing a complementary product line-up and an enhanced ability to develop next-generation products.

•	The complementary nature of Vicon’s and IQinVision’s products, sales channels, sources of revenues, and geographic operating and management structure will provide the combined company with enhanced cross-selling opportunities.

•

The opportunity to achieve significant cost synergies by realigning combined research and development, selling, general and administrative expenses to improve operational efficiency, streamlining supply chains and costs of goods sold to achieve synergies; integrating product sourcing processes and incorporating IQinVision products into Vicon’s solutions; and realizing benefits from the complementary business model strengths of Vicon and IQinVision.

•	The belief that Vicon and IQinVision will be able to successfully integrate their respective experienced management teams to better position the companies for growth.

•

The fact that, having considered strategic alternatives, including other companies in the video security industry that Vicon and IQinVision might acquire and companies that might be interested in an acquisition of or business combination with Vicon and IQinVision, the respective boards of directors believed that this transaction offered the best and nearest-term opportunity to enhance shareholder value.

•	The historical information concerning Vicon and IQinVision’s business, financial performance and condition, technology, operations, management and competitive position.

•

The Vicon and IQinVision boards of directors deem it highly likely that the Merger will be completed in a timely manner given the commitment of both parties to complete the business combination pursuant to their respective obligations under the Merger Agreement, the absence of any significant closing conditions under the Merger Agreement, other than the approvals by the holders of IQinVision’ capital stock and Vicon’s common stock.

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•	The opinion of TM Capital, dated March 28, 2014, to Vicon’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the shareholders of Vicon, of the consideration to be paid by Vicon pursuant to the Merger, as more fully described below in the section entitled “—Opinion of Vicon’ Financial Advisor.”

•	Its knowledge of the business, operations, financial condition and prospects of IQinVision taking into account the results of Vicon’s due diligence review of IQinVision, as well as its knowledge of the current and prospective environment in which IQinVision operates, including general economic and market conditions of the video security equipment business.

•	The fact that the approval of the issuance of the Merger Consideration would be subject to approval by Vicon shareholders.

•	The terms and conditions of the Merger Agreement, including the following related factors:

◦	the customary nature of the representations, warranties and covenants of Vicon in the Merger Agreement;

◦	the percentage of the combined company that the Vicon shareholders will maintain in the transaction;

◦	Vicon’s rights under the Merger Agreement to consider certain unsolicited acquisition proposals under certain circumstances should Vicon receive a superior proposal;

◦	the conclusion of Vicon’s board of directors that the potential termination fee of $750,000, and the circumstances when such fee may be payable, were reasonable;

◦	the no-solicitation provisions governing IQinVision’s ability to engage in negotiations with, provide any confidential information or data to, and otherwise have discussions with, any person relating to an acquisition proposal;

◦	the belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, are reasonable under the circumstances; and

◦	The fact that shareholders of IQinVision holding an aggregate of approximately 72% of the outstanding shares of IQinVision common stock and 54% of the outstanding shares of IQinVision preferred stock, as of the date of the Merger Agreement, entered into a voting and lock-up agreement with Vicon to vote in favor of the transactions contemplated by the Merger Agreement.

•	In the case of the Vicon board of directors, the recommendation of the Vicon special committee.

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•	The obligation of Vicon to pay IQinVision a $750,000 termination fee if it terminates the Merger Agreement under certain circumstances.

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The possibility that the Merger may not be completed, or that completion may be unduly delayed, for reasons including the failure of Vicon shareholders to approve the issuance of shares of Vicon common stock in connection with the Merger, or the existence of dissenting IQinVision shareholders exceeding the thresholds provided in the Merger Agreement, or for other reasons beyond the control of Vicon.

•	The challenges inherent in combining the businesses, operations and workforces of two companies, including the potential for (i) unforeseen difficulties in integrating operations and systems, (ii) the possible distraction of management attention for an extended period of time and (iii) difficulties in retaining and assimilating employees.

•	The potential risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the Merger.

•	The risk of not achieving the anticipated operational synergies and cost savings between Vicon and IQinVision and the risk that other anticipated benefits might not be realized on the expected timeframe or at all.

•	The substantial costs to be incurred in connection with the transaction, including the costs of integrating the businesses of Vicon and IQinVision and the transaction expenses arising from the Merger.

•	The potential effect of the Merger on Vicon’s business and relationships with employees, customers, suppliers, distributors, regulators and the communities in which it operates.

•	The other risks described in the section entitled “Risk Factors Relating to the Merger.”

•	the opinion of Imperial Capital, dated March 26, 2014, to IQinVision’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration, as more fully described below in the section entitled “—Opinion of Imperial Capital, Financial Advisor to IQinVision;”

•	its knowledge of the business, operations, financial condition and prospects of Vicon taking into account the results of IQinVision’s due diligence review of Vicon, as well as its knowledge of the current and

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•	Vicon’s historical and recent operating results and its financial condition;

•	the complimentary suite of products and systems solutions that could be offered by the combined company;

•	the limited number of transactions and prices paid in comparable acquisitions for companies in the same industry;

•	the combined company’s ability to access capital through the public equity markets;

•	the fact that the approval of the Merger would be subject to approval by IQinVision’s holders of common stock as a separate class, holders of preferred stock as a separate class and holders of each series of preferred stock, voting separately.

•	the terms and conditions of the Merger Agreement, including the following related factors:

◦	the amount and form of the Merger Consideration to be received by IQinVision shareholders, including the allocation of such Merger Consideration between holders of preferred stock and holders of common stock;

◦	the customary nature of the representations, warranties and covenants of Vicon in the Merger Agreement;

◦	the percentage of the combined company that the IQinVision shareholders will maintain in the transaction;

◦	IQinVision’s rights under the Merger Agreement to consider certain unsolicited acquisition proposals under certain circumstances should IQinVision receive a superior proposal;

◦	the conclusion of IQinVision’s board of directors that the potential termination fee of $750,000, and the circumstances when such fee may be payable, were reasonable;

◦	the no-solicitation provisions governing Vicon’s ability to engage in negotiations with, provide any confidential information or data to, and otherwise have discussions with, any person relating to an acquisition proposal;

◦	the belief that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, are reasonable under the circumstances;

◦	the fact that the Merger Agreement does not provide for post-closing indemnification obligations;

◦	the fact that the Merger is structured to be treated as a reorganization for U.S. federal income tax purposes, with the result that the IQinVision shareholders will generally not recognize taxable gain or loss for U.S. federal income tax purposes;

◦	the fact that the IQinVision shareholders will receive shares of Vicon common stock that are traded on the NYSE MKT, providing a liquidity option that is not available to holders of IQinVision capital stock as a private company; and

◦	the fact that shareholders of Vicon holding an aggregate of approximately 28% of the outstanding shares of Vicon’s common stock, as of the date of the Merger Agreement, entered into a voting and lock-up agreement with IQinVision to vote in favor of the transactions contemplated by the Merger Agreement.

•	the impact of Vicon’s distribution of a $0.55 per share dividend to its shareholders prior to closing the Merger;

•	the possibility that Vicon’s common stock price may decline, reducing the value of the Merger to IQinVision shareholders;

•	the fact that Vicon’s common stock does not trade on high levels of volume, reducing the liquidity available to IQinVision shareholders;

•	the obligation of IQinVision to pay Vicon a $750,000 termination fee if it terminates the Merger Agreement under certain circumstances;

•	the possibility that the Merger may not be completed, or that completion may be unduly delayed, for reasons including the failure of Vicon shareholders to approve the issuance of shares of Vicon common

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•	the challenges inherent in combining the businesses, operations and workforces of two companies, including the potential for (i) unforeseen difficulties in integrating operations and systems, (ii) the possible distraction of management attention for an extended period of time and (iii) difficulties in retaining and assimilating employees;

•	the potential risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the Merger;

•	the risk of not achieving the anticipated operational synergies and cost savings between Vicon and IQinVision and the risk that other anticipated benefits might not be realized on the expected timeframe or at all;

•	the substantial costs to be incurred in connection with the transaction, including the costs of integrating the businesses of Vicon and IQinVision and the transaction expenses arising from the Merger;

•	the potential effect of the Merger on IQinVision’s business and relationships with employees, customers, suppliers, distributors, regulators and the communities in which it operates; and

•	the other risks described in the section entitled “Risk Factors Relating to the Merger.”

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•	a review of the following documents related to Vicon:

•	Vicon’s Annual Reports on Form 10-K and related unaudited financial information for the years ended September 30, 2013, September 30, 2012 and September 30, 2011;

•	Vicon’s Quarterly Reports on Form 10-Q and the related unaudited financial information for the periods ended December 31, 2013, June 30, 2013, March 31, 2013 and December 31, 2013;

•	the Proxy Statement on Schedule 14A for Vicon’s Annual Meeting of Shareholders held on May 23, 2013;

•	certain information, including historical financial data and financial forecasts, relating to the business, earnings, cash flow, assets and prospects of Vicon, furnished by Vicon or publicly available;

•	conducting discussions with members of senior management of Vicon concerning its business and prospects and visited certain of Vicon’s properties and operations;

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•	a review of the historical market prices and trading activity of Vicon’s common stock;

•	a review of the following documents related to IQinVision:

•	audited financial statements for IQinVision for the years ended December 31, 2013, December 31, 2012 and December 31, 2011;

•	certain information, including historical financial data and financial forecasts, relating to the business, earnings, cash flow, assets, and prospects of IQinVision, furnished by IQinVision;

•	conducting discussions with members of senior management of IQinVision concerning its business and prospects and visiting certain of IQinVision’s properties and operations;

•	a review of the combined projected financial statements for Vicon and IQinVision, prepared on a pro forma basis to reflect the Merger;

•	a comparison of certain financial and market information for Vicon and IQinVision with that of certain publicly traded companies which TM Capital deemed to be relevant;

•	a review of the financial terms of certain merger and acquisition transactions which TM Capital deemed to be relevant;

•	a review of the Merger Agreement in substantially final form; and

•	a review of such other financial studies and analyses and performing such other investigations and taking into account such other matters as TM Capital deemed necessary, including its assessment of general economic, market and monetary conditions.

•	relied upon and assumed, without independent verification, the representations of management of Vicon and IQinVision that the financial forecasts and projections provided to TM Capital have been reasonably prepared and reflect the best currently available estimates of the future financial results and condition of Vicon and IQinVision, respectively;

•	relied upon the accuracy and completeness of all information supplied or otherwise made available to TM Capital by Vicon and IQinVision and has not assumed any responsibility to independently verify such information;

•	relied upon assurances of the management of Vicon and IQinVision that they are unaware of any facts that would make the information provided incomplete or misleading;

•	did not make any independent appraisal of the assets or liabilities (contingent or otherwise) of Vicon or IQinVision; and

•	assumed, with Vicon’s consent, that any material liabilities (contingent or otherwise, known or unknown) of Vicon and IQinVision are as set forth in the consolidated financial statements of Vicon or IQinVision or have otherwise been disclosed by management.

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•	Analyzed certain information of IQinVision that it believed to be relevant to its analysis, including IQinVision’s financial statements for the fiscal years ending December 31, 2011, December 31, 2012, and December 31, 2013;

•	Analyzed certain publicly available information of Vicon that it believes to be relevant to its analysis, including Vicon’s annual report on Form 10-K for the fiscal year ending September 30, 2011, September 30, 2012, and September 30, 2013 and Vicon’s quarterly report on Form 10-Q for the quarter ended December 31, 2013;

•	Reviewed certain internal financial forecasts and budgets, including anticipated cost savings, prepared and provided by IQinVision’s and Vicon’s managements;

•	Met with and held discussions with certain members of IQinVision’s and Vicon’s managements to discuss the companies’ operations and future prospects;

•	Reviewed industry reports and publications;

•	Reviewed public information with respect to certain other public companies with business lines and financial profiles which it deemed to be relevant;

•	Reviewed current and historical market prices of Vicon common stock, as well as the trading volume and public float of such common stock;

•	Reviewed the draft definitive Merger Agreement, including material schedules and exhibits, dated March 24, 2014; and

•	Conducted such other financial studies, analyses and investigations and took into account such other matters as it deemed necessary, including its assessment of general economic and monetary conditions.

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(1)	Multiples ranges are determined as median of selected company multiples +/- 0.5x.

(2)	EBITDA multiple for Vicon was considered not meaningful by Imperial Capital since EBITDA was negative.

(1)	Multiples ranges are determined as median of selected company multiples +/- 0.5x for EBITDA and +/- 0.1x for Revenue figures.

(2)	EBITDA multiple for Vicon was considered not meaningful by Imperial Capital since EBITDA was negative.

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•	IQinVision’s future EBITDA and a range of assumed enterprise values to forward EBITDA multiples with or without the Merger, assuming a constant discount rate, and

•	IQinVision’s estimated future EBITDA and a range of assumed discount rates assuming a constant forward EBITDA multiple.

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(1)	Assumes on a pro forma basis that the Merger closed as of September 30, 2013.

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•	The beneficial ownership interests of IQinVision directors and executive officers in shares of IQinVision capital stock and securities to be converted to Vicon common stock and rights to purchase Vicon common stock in the Merger.

•	The agreement that Gioia Messinger, a director of IQinVision, and Charles Chestnutt, IQinVision’s Chief Executive Officer, will serve as directors of Vicon.

•	The agreement that Robert Ledenko, IQinVision’s Executive Vice President, will serve as Senior Vice President of Sales & Marketing and Mr. Chestnutt will serve as Executive Vice President and Chief Operating Officer.

•	The agreement that IQinVision will pay Peter DeAngelis, one of its directors, a fee of $75,000 as consideration for termination of a consulting agreement between IQinVision and Mr. DeAngelis.

•	That in connection with the employment of Messrs. Chestnutt and Ledenko, Vicon and each of Messrs. Chestnutt and Ledenko have entered into employment agreements.

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•	an individual citizen or resident of the U.S.;

•	a corporation (or other entity taxable as a corporation) created or organized under the laws of the U.S. or any state thereof (or the District of Columbia);

•	a trust if it (1) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

•	an estate the income of which is subject to U.S. federal income tax regardless of its source.

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•	U.S. holders of IQinVision capital stock generally will not recognize any gain or loss upon the receipt of Vicon common stock in exchange for IQinVision capital stock in connection with the Merger (except to the extent of cash received in lieu of fractional shares of Vicon common stock or to the extent appraisal rights are exercised, as discussed below).

•	The aggregate tax basis of the Vicon common stock received by a U.S. holder of IQinVision capital stock in connection with the Merger will be the same as the aggregate tax basis of the IQinVision capital stock surrendered in exchange for Vicon common stock, reduced by any amount allocable to a fractional share of Vicon common stock for which cash is received.

•	The holding period of the Vicon common stock received by a U.S. holder of IQinVision capital stock in connection with the Merger will include the holding period of the IQinVision capital stock surrendered in connection with the Merger.

•	Vicon and IQinVision will not recognize gain or loss solely as a result of the Merger.

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•	the shares of IQinVision common stock or preferred stock must have been outstanding on [●], 2014;

•

the shares of IQinVision common stock or preferred stock must not have voted in favor of the Merger Agreement (if an IQinVision shareholder returns a signed written consent without voting instructions or with instructions to vote “FOR” the Merger Agreement, his, her or its shares will be automatically voted in favor of the Merger Agreement and such shareholder will lose his, her or its dissenters’ rights);

•	the holder of such shares of IQinVision common stock or preferred stock must make a written demand that IQinVision repurchase such shares of IQinVision common stock or preferred stock at fair market value (as described below); and

•	the holder of such shares of IQinVision common stock or preferred stock must submit certificates for endorsement (as described below).

•	notice of the approval of the Merger Agreement;

•	a statement of the price determined by IQinVision to represent the fair market value of dissenting shares (which shall constitute an offer by IQinVision to purchase such dissenting shares at such stated price unless such shares lose their status as “dissenting shares” under Section 1309 of the CGCL);

•	a brief description of the procedures for such holders to exercise their rights as dissenting shareholders; and

•	a copy of Sections 1300 through 1304 of Chapter 13 of the CGCL.

•	demand that IQinVision repurchase such shareholder’s dissenting shares;

•	include in that demand the number and class of dissenting shares held of record that the dissenting shareholder demands that IQinVision purchase;

•	include in that demand a statement of what such dissenting shareholder claims to be the fair market value of the dissenting shares as of the day before the announcement of the proposed Merger. The statement of fair market value constitutes an offer by the dissenting shareholder to sell the dissenting shares at such price; and

•

submit to IQinVision certificates representing any dissenting shares that the dissenting shareholder demands IQinVision purchase, so that such dissenting shares may either be stamped or endorsed with the statement that the shares are dissenting shares or exchanged for certificates of appropriate denomination so stamped or endorsed. The demand statement and IQinVision certificates should be delivered to IQinVision’s legal counsel at:

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•	a certificate representing the number of whole shares of Vicon common stock that such holder has the right to receive pursuant to the provisions of the Merger Agreement; and

•	cash in lieu of any fractional share of Vicon common stock to which such holder may be otherwise entitled (without interest).

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•	shareholders of IQinVision must have approved and adopted the Merger;

•	shareholders of Vicon must have approved the issuance of Vicon common stock in the Merger;

•	there must not be any law, judgment, injunction, order or decree by any court or other tribunal of competent jurisdiction that prohibits the consummation of the Merger;

•	the shares of Vicon common stock to be issued in the Merger must be approved for listing on NYSE MKT, subject to official notice of issuance; and

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•	the registration statement on Form S-4, of which this proxy statement/prospectus/consent solicitation is a part, must have been declared effective by the SEC in accordance with the Securities Act and must not be subject to any stop order or proceeding, or any proceeding threatened by the SEC, seeking a stop order.

•

representations and warranties of the other party in the Merger Agreement must be true and correct on the date of the Merger Agreement and on the closing date of the Merger with the same force and effect as if made on the date on which the Merger is to be completed or, if such representations and warranties address matters as of a particular date, then as of that particular date, except where the failure of these representations and warranties to be true and correct, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the party making the representations and warranties;

•	the other party to the Merger Agreement must have performed or complied with in all material respects all obligations and agreements required to be performed or complied with by it on or before the closing of the Merger;

•	the other party must have delivered certain certificates and other documents required under the Merger Agreement for the closing of the merger; and

•	there shall have been no change, effect, event, occurrence, or state of facts that is or would reasonably be expected to be materially adverse to the assets, properties, business or financial condition or results of operations of such party or prevent or materially delay the performance by such party of any of its obligations under the Merger Agreement.

•	solicit, initiate, encourage or induce the making, submission or announcement of any Acquisition Proposal, as defined in the Merger Agreement and summarized below;

•	provide any non-public information regarding itself or its subsidiaries to any third party, or participate in any negotiations or discussions regarding, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal;

•	approve, endorse or recommend any Acquisition Proposal;

•	enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement with respect to any Acquisition Proposal; or

•	withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the other party, the recommendation by its board of directors to vote in favor of the Merger or the Merger Consideration.

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repurchase, redeem, or otherwise acquire or exchange, any shares, or securities convertible into shares or any capital stock, or declare, or pay any dividends on, or make any other distribution in respect of, any shares of capital stock, except that the Vicon board of directors may declare a special cash dividend payable with respect to shares of Vicon common stock held by Vicon shareholders as of a record date prior to the Effective Time, in an amount not to exceed $0.55 per share;

•	adjust, split, combine, or reclassify any of its capital stock or other equity securities or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity securities;

•	grant, or commit to grant, any stock options, stock appreciation rights, warrants or other equity-based awards with respect to such party’s capital stock, under any equity incentive plan or otherwise, except for grants pursuant to the exercise of outstanding stock options;

•	incur any additional debt obligation or other obligation for borrowed money in excess of an aggregate of $50,000 except in the ordinary course of business consistent with past practices, or impose, or suffer the imposition, on any asset of any lien or permit any such lien to exist, other than existing liens disclosed under the Merger Agreement;

•	issue any shares of capital stock, or grant any increase in compensation or benefits to its employees or officers, except in accordance with past practice as disclosed or as required by law;

•	pay any severance or termination pay or any bonus other than pursuant to existing written policies or written contracts disclosed pursuant to the Merger Agreement;

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•	enter into or amend any severance agreements with officers or grant any material increase in fees or other increases in compensation or other benefits to any of its directors except in accordance with past practice disclosed pursuant to the Merger Agreement;

•	enter into or amend any employment contract, unless such amendment is required by law, that cannot be terminate without liability at any time on or after the Effective Time;

•

adopt any new employee benefit plan or terminate or withdraw from, or make any material change in or to, any existing employee benefit plans, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan, or make any distributions from such employee benefit plans, except as required by law, the terms of such plans or consistent with past practice;

•	make any significant change in any tax or accounting methods or systems of internal accounting controls, except as required by generally accepted accounting principles, SEC rule or policy or applicable law;

•	adopt any amendments to such party’s Articles of Incorporation or Bylaws;

•	sell, lease, mortgage or otherwise dispose of or otherwise encumber any shares of capital stock of any subsidiary or any asset other than in the ordinary course of business for reasonable and adequate consideration;

•	purchase any securities or make any material investment, either by purchase of stock of securities, contributions to capital, asset transfers, or purchase of any assets, in any person, or otherwise acquire direct or indirect control over any person, except for purchases of U.S. Treasury securities or U.S. Government agency securities, which in either case have maturities of three months or less;

•	except in the ordinary course of business, enter into, modify, amend or terminate any material contract or waive, release, compromise or assign any material rights or claims;

•	commence any litigation other than in accordance with past practice, settle any litigation involving any liability for material money damages or restrictions upon the operations;

•	agree, in writing or otherwise, or announce an intention, to take any of the foregoing actions.

•	keep the other party advised of all material developments relevant to its business and to the consummation of the Merger;

•	permit the other party to make or cause to be made such investigation of the business and properties of it and its subsidiaries and of their respective financial and legal conditions as the other party reasonably requests, provided that such investigation shall be reasonably related to the Merger and shall not interfere unnecessarily with normal operations; and

•	in the case of Vicon, maintain its existing listing on NYSE MKT and give all notices and make all filings with the NYSE MKT required in connection with the Merger.

•	each of the parties will use reasonable best efforts to take or cause to be taken such actions as may be required under federal securities laws and any applicable state securities or “blue sky” laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by the Merger Agreement;

•	Vicon will indemnify, defend and hold harmless all individuals who are present or former directors, officers, employees or agents of IQinVision, to the fullest extent permitted by applicable law and IQinVision’s Articles of Incorporation and Bylaws (including provisions relating to advances of expenses) for a period of six years after the Effective Time;

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•	Vicon will use its reasonable efforts to cause the shares of Vicon common stock to be issued in the Merger to be approved for listing on NYSE MKT, subject to official issuance, prior to the Effective Time; and

•	Vicon agreed to take all requisite action to cause, effective immediately following the Effective Time, the Board of Directors of Vicon to consist of directors described under “— Directors and Officers of Vicon Following the Merger” above.

•	by mutual written consent of each of Vicon and IQinVision;

•

by either Vicon or IQinVision if the Merger has not been consummated by September 28, 2014, provided however, that this right to terminate the Merger Agreement will not be available to any party whose action or failure to act has been the cause of the failure of the Merger to be completed on or before such date, and this right to terminate will not be available for an additional 60 days upon request of either party if the SEC has not declared the registration statement, of which this proxy statement/prospectus/consent solicitation forms a part, effective by September 28, 2014;

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by either Vicon or IQinVision upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of the other party which cannot be or has not been cured within a 30-day cure period; provided that this right is not available to a party that is then itself in material breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement;

•	by either Vicon or IQinVision if a regulatory authority has issued a final and nonappealable injunction, order, decree or ruling that permanently restrains, enjoins or otherwise prohibits the Merger, or has denied any consent required for consummation of the Merger by final nonappealable action;

•

by either Vicon or IQinVision if the shareholders of Vicon have not approved the issuance of the shares pursuant to the Merger Agreement at the Vicon annual meeting, or any adjournments or postponements thereof, or if the shareholders of IQinVision fail to approve of the Merger and the transactions contemplated thereby, in each case where such matter was presented to such shareholders for approval and voted upon;

•	by Vicon if:

◦	the board of directors of IQinVision shall have failed to recommend approval of the Merger or to take all action necessary in accordance with the CGCL and IQinVision’s Articles of Incorporation and Bylaws to solicit approval by written consent from its shareholders for the approval of the Merger;

◦	the board of directors of IQinVision shall have authorized any acquisition proposal other than the Merger;

◦	IQinVision shall have breached the no solicitation provisions set forth in the Merger Agreement; or

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prior to the receipt of the Vicon shareholder approval, if the Vicon board of directors shall have authorized Vicon to accept or enter into a written agreement for a transaction constituting a superior proposal; provided that, at least two business days before any such termination, Vicon shall negotiate with IQinVision to make such adjustments to the Merger Agreement to enable Vicon to proceed with the Merger on such adjusted terms and Vicon shall have paid the termination fee.

•	by IQinVision if:

◦

the board of directors of Vicon shall have failed to recommend approval of the issuance of the Merger Consideration or shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, in a manner adverse to IQinVision, the recommendation of the Vicon board of directors that the Vicon shareholders vote in favor of the approval of the issuance of the Merger Consideration;

◦	the board of directors of Vicon shall have authorized any acquisition proposal other than the Merger;

◦	Vicon shall have breached the no solicitation provisions set forth in the Merger Agreement;

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Prior to the receipt of the IQinVision shareholder approval, if the IQinVision board of directors shall have authorized IQinVision to accept or enter into a written agreement for a transaction constituting a superior proposal; provided that, at least two business days before any such termination, IQinVision shall negotiate with Vicon to make such adjustments to the Merger Agreement to enable IQinVision

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by either party because the Vicon shareholders have not approved the Merger Consideration or the IQinVision shareholders have not approved the Merger (where such matters were presented to such shareholders for approval and voted upon), the Merger has not been completed prior to the outside closing date or any of the conditions precedent to the consummation of the Merger cannot be satisfied or fulfilled by the outside closing date, but only if another acquisition proposal with respect to Vicon has been announced and not withdrawn and, within nine months of such termination, Vicon either consummates the acquisition transaction or enters into a letter of intent or other agreement for an acquisition transaction regardless of whether such acquisition transaction is subsequently consummated;

•	by IQinVision in the event that Vicon breaches its non-solicitation obligations under the Merger Agreement or the Vicon board of directors:

◦	fails to include in its proxy statement its recommendation that the Vicon shareholders approve the Merger Consideration;

◦	withdraws, qualifies or modifies, or proposes publicly to withdraw, qualify or modify, in a manner adverse to IQinVision, its recommendation that the Vicon shareholders approve the Merger Consideration; or

◦	affirms, recommends or authorizes entering into any acquisition transaction other than the Merger.

•	by Vicon, if prior to obtaining the Vicon shareholders’ approval of issuance of the Merger Consideration, the Vicon board of directors authorizes Vicon to accept or enter into an agreement for a transaction that constitutes a superior proposal;

•	by IQinVision if the reason for such termination is Vicon’s failure to have delivered letters of resignation, effective immediately prior to the Closing, from the non-continuing directors of Vicon.

•

by either party because the IQinVision shareholders have not approved the Merger Consideration or the Vicon shareholders have not approved the Merger (where such matters were presented to such shareholders for approval and voted upon), the Merger has not been completed prior to the outside closing date or any of the conditions precedent to the consummation of the Merger cannot be satisfied or fulfilled by the outside closing date, but only if another acquisition proposal with respect to IQinVision has been announced and not withdrawn and, within nine months of such termination, IQinVision either consummates the acquisition transaction or enters into a letter of intent or other agreement for an acquisition transaction regardless of whether such acquisition transaction is subsequently consummated;

•	by Vicon in the event that IQinVision breaches its non-solicitation obligations under the Merger Agreement or the IQinVision board of directors:

◦	fails to recommend that the IQinVision shareholders approve the Merger;

◦	withdraws, qualifies or modifies, or proposes publicly to withdraw, qualify or modify, in a manner adverse to Vicon, its recommendation that the IQinVision shareholders approve the Merger; or

◦	affirms, recommends or authorizes entering into any acquisition transaction other than the Merger.

•	by IQinVision, if prior to obtaining the IQinVision shareholders’ approval of the Merger Agreement, the IQinVision board of directors authorizes IQinVision to accept or enter into an agreement for a transaction that constitutes a superior proposal.

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•	corporate organization and power and similar corporate matters;

•	ownership of subsidiaries;

•	authorized and outstanding capital stock, options and warrants;

•	authority to enter into the Merger Agreement and the related agreements;

•	approval by the board of directors;

•	any conflicts or violations of each party’s agreements as a result of the Merger or the Merger Agreement;

•	financial statements and, with respect to Vicon, documents filed with the SEC and the accuracy of information contained in those documents;

•	with respect to Vicon, disclosure controls and procedures;

•	any undisclosed liabilities;

•	compliance with legal requirements;

•	compliance with environmental laws;

•	employee benefits and related matters;

•	privacy of customer information;

•	material changes or events;

•	litigation matters;

•	accuracy of the information provided by such party to be included in this proxy statement/prospectus/consent solicitation;

•	filing of tax returns and payment of taxes;

•	employee relations matters;

•	ownership of assets;

•	ownership of intellectual property;

•	ownership of real property and leasehold interests;

•	votes required for completion of the Merger and approval of the proposals that will come before each of the Vicon annual meeting and the IQinVision written shareholder consent;

•	absence of any provision in governing law or documents that would prohibit or restrict the ability of such party to consummate the Merger;

•	the validity of material contracts to which the parties or their subsidiaries are a party and any violation, default or breach to such contracts;

•	any brokerage or finder’s fee or other fee or commission in connection with the merger;

•	insurance policies, policy cancellations and claims; and

•	regulatory compliance.

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immediately prior to the consummation of any acquisition or purchase from Vicon by any person of a 50% or more interest in the total outstanding voting securities (other than the Merger), any merger or similar transaction pursuant to which the Vicon shareholders immediately preceding the transaction will hold securities representing less than 50% of the total outstanding voting power of the surviving entity (other than the Merger), or any sale representing 50% or more of the aggregate fair market value of the consolidated assets of Vicon and its subsidiaries taken as a whole;

•	immediately following the launch of any tender offer that, if consummated, would result in any person owning securities representing 50% or more of the total outstanding voting power of Vicon;

•	the filing of a petition by or against Vicon under any law relating to bankruptcy;

•	the six month anniversary of the closing on the Merger;

•	as to the directors of Vicon and IQinVision who signed the post-closing lock-up agreement, the date after the Effective Time that such person is not appointed to serve or does not continue to serve, as a director of Vicon following the Effective Time; or

•	as to the persons who will be directors of Vicon following the Merger and who signed the post-closing lock-up agreement, the date such party stops serving as a director of Vicon following the Effective Time.

•	1999    CMOS Progressive Scan Network Camera

•	1999    Power-over-Ethernet Security Camera

•	2000    Live Digital PTZ

•	2003    HDTV Images / Digital Image Cropping

•	2003    No-Client-Software Recording/Playback

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•	2004    Multi-Megapixel IP Network Camera

•	2004    Analytics-Ready Camera

•	2005    On-Camera Image Authentication

•	2007    PoE Weatherproof Megapixel Network Camera

•	2008    Fully-Integrated Vandal-Resistant Multi-Megapixel Dome Network Camera

•	2009    Main Profile H.264 Encoding Camera

•	2010    Access Control Integrated Camera

•	2011    Edge Server Enabled Camera

•	2012    Mini Dome with Varifocal Lens

•	2013    First Security Market App for Google Glass

•	2014    12MP/4K Dual Core IP Camera with USB Storage

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*	Less than 1%

(1)	Unless otherwise indicated in other footnotes, the address for each beneficial owner is c/o Vicon, 131 Heartland Blvd., Edgewood, NY 11717.

(2)

Based on 4,812,085 shares of Vicon common stock as of May 15, 2014. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, notes or subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

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(3)	These shares are owned directly by the Article 6 Marital Trust, a successor of the Jerry Zucker Revocable Trust and indirectly by Anita Zucker, as trustee and as a beneficiary of the trust.

(4)	Henry Investment Trust, L.P. (“HIT”) is the beneficial owner of 256,000 shares held by Henry Partners, L.P. and 179,200 shares held by Matthew Partners, L.P. because HIT is the sole general partner of those partnerships. David W. Wright, who is the President and Managing Member of HIT, was a member of the Company’s Board of Directors. See footnote (6) below.

(5)	Dimensional Fund Advisors had voting control over 374,430 shares and investment control over 378,030 shares as investment advisor and manager for various mutual funds and other clients. These shares are beneficially owned by such mutual funds or other clients.

(6)	Includes 435,200 shares indirectly and beneficially owned by Mr. Wright by virtue of his control of Henry Partners, L.P. and Matthew Partners, L.P. Mr. Wright disclaims beneficial ownership of such shares except to the extent of his pecuniary interest in such shares. See footnote (4) above.

(7)	On March 28, 2014, Mr. Darby entered into an agreement whereby he agreed to the cancellation of his options to purchase 60,000 shares of common stock.

(8)	Includes 15,000 shares held by Mr. Roche’s wife and currently exercisable options to purchase 24,500 shares.

(9)	Includes currently exercisable options to purchase 26,800 shares.

(10)	Includes currently exercisable options to purchase 24,500 shares.

(11)	Includes currently exercisable options to purchase 25,000 shares.

(12)	Includes currently exercisable options to purchase 17,800 shares.

(13)	Includes currently exercisable options to purchase 15,000 shares.

(14)	Includes currently exercisable options to purchase 213,800 shares.

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*	Represents beneficial ownership of less than 1%

(1)

Based on an aggregate of 12,929,025 shares of IQinVision capital stock, including common stock and preferred stock, on an as-converted-to-common stock basis. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants, notes or subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Beneficial ownership of preferred stock is reflected on an as-converted to common stock basis.

(2)	Represents 300,055 shares of common stock held by Gregg Bone. Gregg Bone is the President and shareholder of Gordian, Inc. The address for Gordian, Inc. is 424 Peachtree Lane Paso Robles, CA 93446, attention: Gregg Bone.

(3)	Includes options to purchase 40,000 shares of common stock that are exercisable within 60 days of May 1, 2014.

(4)	Includes options to purchase 251,668 shares of common stock that are exercisable within 60 days of May 1, 2014.

(5)	Includes options to purchase 20,000 shares of common stock that are exercisable within 60 days of May 1, 2014.

(6)	Includes options to purchase 510,000 shares of common stock that are exercisable within 60 days of May 1, 2014.

(7)	Includes options to purchase 195,000 shares of common stock that are exercisable within 60 days of May 1, 2014.

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•	In the case of Mr. Chestnutt, annual base salary of $248,000 per annum, and in the case of Mr. Ledenko, annual base salary of $200,000 per annum, each subject to periodic adjustment by Vicon’s CEO and the Vicon board of directors;

•	In the case of Mr. Ledenko, a non-contingent incentive bonus of $100,000 payable on January 1, 2015 so long as Mr. Ledenko is a full-time employee of Vicon at such date; and

•	Participation in any life insurance, medical, dental, hospital, disability, 401(k) or other benefit plans made available to Vicon’s officers;

(1)	Represents discretionary cash bonus approved by the Vicon board of directors upon the recommendation of its Compensation Committee.

(2)	Represents discretionary bonus in the form of 15,000 shares of restricted stock based on a per share price of $2.45 as of the grant date approved by the Vicon board of directors upon the recommendation of its Compensation Committee.

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(3)	Represents the aggregate grant date fair value of option awards computed in accordance with ASC 718. See Note 1 to the accompanying financial statements for assumptions made in the valuation of these awards.

(4)	Represents bonus earned for achievement of certain U.S. and export sales targets.

(5)	Represents: (a) automobile expense of $12,843 and $12,660 for fiscal 2013 and fiscal 2012, respectively, and (b) country club membership of $10,575 and $9,833 for fiscal 2013 and fiscal 2012, respectively.

(6)	Represents automobile expense.

(1)	Options vest over a five year period in five equal annual installments beginning on the first anniversary of the grant date. Options expire after the tenth anniversary of the grant date.

(2)	On March 28, 2014, Mr. Darby entered into an agreement whereby he agreed to the cancellation of his options to purchase 60,000 shares of common stock.

(3)	Options vest over a four year period at 30% of the shares on the second anniversary of the grant date, 30% of the shares on the third anniversary of the grant date and the remaining 40% of the shares on the fourth anniversary of the grant date. Options expire after the sixth anniversary of the grant date.

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(1)	Directors who are not employees of Vicon received an annual fee of $22,400 for regular Vicon board of directors meetings and $1,600 per committee meeting attended in person or by teleconference. The Chairman of the Audit Committee also received an additional annual retainer of $8,000.

(2)	Represents the aggregate grant date fair value of option awards computed in accordance with ASC 718. See Note 1 to the accompanying financial statements for assumptions made in the valuation of these awards.

(3)	As of September 30, 2013, the aggregate number of outstanding option awards for each director were as follows: Mr. Reynolds - 25,000; Messrs. Robertson and Roche - 24,500 each; and Mr. Tiedemann - 15,000.

(4)	Mr. Wright was first elected to the Vicon board of directors in May 2013 and resigned from the Vicon board of directors effective as of May 15, 2014.

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(1)	Incorporated by reference from Vicon’s Current Report on Form 8-K filed March 31, 2014.

*	To be filed by amendment.

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(1)	Reviewed Vicon’s Annual Reports on Form 10-K and the related unaudited financial information for the periods ended September 30, 2013, September 30, 2012 and September 30, 2011;

(2)	Reviewed Vicon’s Quarterly Reports on Form 10-Q and the related unaudited financial information for the periods ended December 31, 2013, June 30, 2013, March 31, 2013 and December 31, 2012;

(3)	Reviewed Vicon’s Proxy Statement on Schedule 14A for Vicon’s Annual Meeting of Stockholders held on May 23, 2013;

(4)	Reviewed audited financial statements for IQinVision for the years ended December 31, 2013, December 31, 2012 and December 31, 2011;

(5)	Reviewed certain information, including historical financial data and financial forecasts, relating to the business, earnings, cash flow, assets and prospects of Vicon and IQinVision, furnished to us by the companies’ respective management teams, or publicly available;

(6)	Reviewed combined projected financial statements for Vicon and IQinVision prepared on a pro forma basis to reflect the Merger;

(7)	Conducted discussions with members of senior management of Vicon and IQinVision concerning their businesses and prospects and visited certain of Vicon’s and IQinVision’s properties and operations;

(8)	Reviewed the historical market prices and trading activity of Vicon’s common stock;

(9)	Compared certain financial and market information for Vicon and IQinVision with that of certain publicly traded companies which we deemed to be relevant;

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(10)	Reviewed the financial terms of certain merger and acquisition transactions which we deemed to be relevant;

(11)	Reviewed a draft of the Merger Agreement dated March 28, 2014; and

(12)	Reviewed such other financial studies and analyses and performed such other investigations and took into account such other matters as we deemed necessary, including our assessment of general economic, market and monetary conditions.

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(i)	Analyzed certain information of the Company that we believe to be relevant to our analysis, including the Company’s financial statements for the fiscal years ending December 31, 2011, December 31, 2012, and December 31, 2013;

(ii)	Analyzed certain publicly available information of Vicon that we believe to be relevant to our analysis, including Vicon’ annual report on Form 10-K for the fiscal year ending September 30, 2011, September 30, 2012, and September 30, 2013 and Vicon’ quarterly report on Form 10-Q for the quarter ended December 31, 2013;

(iii)	Reviewed certain internal financial forecasts and budgets, including anticipated cost savings, prepared and provided by the Company’s and Vicon’s managements;

(iv)	Met with and held discussions with certain members of the Company’s and Vicon’s managements to discuss the companies’ operations and future prospects;

(v)	Reviewed industry reports and publications;

(vi)	Reviewed public information with respect to certain other public companies with business lines and financial profiles which we deemed to be relevant;

(vii)	Reviewed current and historical market prices of Vicon common stock, as well as the trading volume and public float of such common stock;

(viii)	Reviewed the draft definitive Merger Agreement, including material schedules and exhibits, dated March 24, 2014; and

(ix)	Conducted such other financial studies, analyses and investigations and took into account such other matters as we deemed necessary, including our assessment of general economic and monetary conditions.

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ARTICLE I

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ARTICLE II

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ARTICLE III

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ARTICLE IV

ARTICLE V

ARTICLE VI

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ARTICLE VII

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•	Expected term - The expected term is the period of time that granted options are expected to be outstanding. The Company estimates the expected term based on historical patterns of option exercises as well as potential future events that may increase liquidity. These factors are believed to reflect future exercise behavior.

•	Expected volatility - Because the Company’s stock is not traded in an active market, the Company calculates volatility by using the historical stock prices of similar companies going back over the estimated life of the option and averaging the volatilities of these companies.

•	Risk-free interest rate - The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the market yield in effect at the time of option grant provided from the Federal Reserve Board’s Statistical Releases and historical publications from the Treasury constant maturities rates for the equivalent remaining terms.

•	Dividends - The Company does not have plans to pay cash dividends in the future. Therefore, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model.

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