UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2014

VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

         
New York
1-7939
11-2160665
(State of Incorporation or
(Commission File Number)
(IRS Employer
Organization)
 
Identification No.)

131 Heartland Blvd., Edgewood, New York
11717
(Address of Principal Executive Offices)
(Zip Code)

(631) 952-2288
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2014, David W. Wright informed the Company that he is resigning from its Board of Directors effective May 15, 2014.  Mr. Wright had previously delivered to the Company his written resignation from the Board of Directors in connection with the execution of the Merger Agreement entered into by the Company and IQinVision, Inc. on March 28, 2014, which resignation was contingent and effective upon the completion of the proposed merger.  Mr. Wright  determined to make his resignation effective as of May 15, 2014 in order to focus on other responsibilities. 







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 8, 2014

                                                                                              
                                    
VICON INDUSTRIES, INC.

                                    
By: /s/ John M. Badke
John M. Badke
Senior Vice President, Finance and
Chief Financial Officer