Security 424B3 Prospectus 7 17 14 For Printing Revised User Manual

2017-08-09

• PROSPECTUS
• NOTICE OF VICON 2014 ANNUAL MEETING OF SHAREHOLDERS
• NOTICE OF IQINVISION SOLICITATION OF WRITTEN CONSENT
• TABLE OF CONTENTS
• PART I - SUMMARY AND GENERAL INFORMATION
• DEFINED TERMS
• QUESTIONS AND ANSWERS ABOUT THE MERGER
• SUMMARY
• The Companies
• The Merger
• Conditions to Completion of the Merger
• Termination of the Merger Agreement
• Opinion of Vicon's Financial Advisor
• Opinion of IQinVision s Financial Advisor
• Voting and Lock-Up Agreements
• Post-Closing Lock-Up Agreements
• Special Cash Dividend
• Board of Directors and Management
• Interests of Certain Persons in the Merger
• Material U.S. Federal Income Tax Consequences
• Accounting Treatment
• Comparison of Shareholder Rights
• Dissenters Rights of IQinVision Shareholders
• Risks Associated with the Merger
• Expected Timing of the Merger
• SELECTED HISTORICAL AND UNAUDITED PRO FORMA
• Selected Condensed Financial Data of Vicon
• Selected Condensed Financial Data of IQinVision
• Selected Unaudited Pro Forma Financial Information
• NOTES TO THE UNAUDITED PRO FORMA FINANCIALS
• MARKET PRICE DATA AND DIVIDEND INFORMATION
• Market Price Data for Vicon
• Market Price Data for IQinVision
• RISK FACTORS
• Risks Related to the Merger
• Risks Mutually Applicable to Vicon s and IQinVision s Businesses
• Risks Relating to Vicon
• Risks Relating to IQinVision
• CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
• THE ANNUAL MEETING OF VICON SHAREHOLDERS
• Date, Time and Place
• Purpose of the Vicon Annual Meeting
• Vicon Record Date; Shareholders Entitled to Vote
• Quorum; Broker Non-Votes
• Votes Required for Proposals
• Voting of Proxies by Holders of Record
• Voting by Beneficial Owners
• Revocation of Proxies
• Cost of Proxy Solicitation
• SOLICITATION OF IQINVISION WRITTEN CONSENT
• IQinVision Shareholder Action by Written Consent
• Shares Entitled to Consent and Consent Required
• Submission of Consents
• Executing Consents; Revocation of Consents
• Solicitation of Consents; Expense
• Recommendation of the IQinVision Board
• Voting and Other Agreement
• THE MERGER AND THE COMBINED COMPANY
• General
• Background of the Merger
• Reasons for the Merger
• Vicon s Reasons for the Merger
• IQinVision s Reasons for the Merger
• Opinion of TM Capital, Financial Advisor to Vicon
• Opinion of Imperial Capital, Financial Advisor to IQinVision
• Financial Projections
• Interests of Certain Persons in the Merger
• Effective Time of the Merger
• Regulatory Filings and Approvals Required to Complete the Merger
• Tax Treatment of the Merger
• Material U.S. Federal Income Tax Consequences of the Merger
• Accounting Treatment
• Dissenters Rights of IQinVision Shareholders
• THE MERGER AGREEMENT
• General
• Effective Time of the Merger
• Merger Consideration
• Fractional Shares
• Exchange of Stock Certificates
• Indemnification Obligations
• Directors and Executive Officers of Vicon following the Merger
• Conditions to Completion of the Merger
• No Solicitation
• Shareholder Approval
• Covenants; Conduct of Business Pending the Merger
• Other Agreements
• Termination
• Termination Fee
• Indemnification and Insurance of IQinVision Directors and Officers
• Representations and Warranties
• Amendment
• VOTING AND OTHER AGREEMENTS
• Voting and Lock-up Agreements
• Vicon Post-Closing Lock-Up Agreements
• IQINVISION S BUSINESS
• IQINVISION MANAGEMENT S DISCUSSION AND ANALYSIS
• MANAGEMENT OF THE COMBINED COMPANY
• STOCK OWNERSHIP OF OWNERS OF VICON
• STOCK OWNERSHIP OF OWNERS OF IQINVISION
• DESCRIPTION OF VICON STOCK
• COMPARISON OF RIGHTS OF HOLDERS OF VICON STOCK AND IQINVISION STOCK
• VICON ANNUAL MEETING PROPOSALS
• VICON PROPOSAL NO. 1: ISSUANCE OF VICON COMMON STOCK TO IQINVISION SHAREHOLDERS IN CONNECTION WITH THE MERGER
• Vote Required; Recommendation of Board of Directors
• VICON PROPOSAL NO. 2: APPROVAL OF ADJOURNMENT OR POSTPONEMENT OF THE VICON ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES
• Vote Required; Recommendation of Board of Directors
• VICON PROPOSAL NO. 3: ELECTION OF DIRECTORS
• Vote Required
• Information with Respect to Nominees and Continuing Directors
• Director Nominee Biographies
• Continuing Director Biographies
• The Role of the Vicon Board of Directors
• Vicon Board of Directors Leadership Structure
• Vicon Board of Directors Oversight of Risk
• Vicon Board of Directors Composition
• Meetings of the Vicon Board of Directors and Committees of the Board
• Certain Relationships and Related Transactions
• Code of Ethics and Business Conduct
• Ability of Shareholders to Communicate with the Vicon Board of Directors
• Report of the Audit Committee
• OTHER OFFICERS OF VICON
• EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION AND ANALYSIS
• Compensation Philosophy and Objectives of Our Compensation Program
• Employment Agreements
• VICON PROPOSAL NO. 4: APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION
• VICON PROPOSAL NO. 5: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
• OTHER MATTERS
• OTHER INFORMATION
• LEGAL MATTERS
• EXPERTS
• WHERE YOU CAN FIND ADDITIONAL INFORMATION
• INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
• ANNEX A - MERGER AGREEMENT
• ANNEX B - FAIRNESS OPINION OF TM CAPITAL
• ANNEX C - FAIRNESS OPINION OF IMPERIAL CAPITAL
• ANNEX D - CALIFORNIA COMMERCIAL CODE
• ANNEX E - FORM OF VICON VOTING AGREEMENTS
• ANNEX F - FORM OF IQINVISION VOTING AGREEMENTS
• ANNEX G - FORM OF POST-CLOSING LOCK-UP AGREEMENT
• ANNEX H - IQINVISION FINANCIAL STATEMENTS
• ANNEX H - IQINVISION EQUITY STATEMENT
• ANNEX H - IQINVISION NOTES TO FINANCIALS