UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. ________)*
VICON
INDUSTRIES, INC.
(Name of Issuer)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
925811
10 1
(CUSIP Number)
David
Cui
Vice President of Finance
Infinova
51 Stouts Lane
Monmouth Junction, NJ 08852
732-355-9100 x 219
With copies to:
Simon J. Lincoln
110 East 59th Street, Suite 3200
New York, NY 10022
917-318-3581
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
December
28, 2015
(Date of Event which Requires Filing
of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 925811 10 1 |
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13D |
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Page 2 of 5 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHENZHEN INFINOVA LIMITED |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨ |
3. |
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SEC USE ONLY
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4. |
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SOURCE OF FUNDS (see instructions)
WC |
5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7. |
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SOLE VOTING POWER
543,715 |
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8. |
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SHARED VOTING POWER
0 |
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9. |
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SOLE DISPOSITIVE POWER
543,715 |
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10. |
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SHARED DISPOSITIVE POWER
0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,715 |
12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9% |
14. |
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 925811 10 1 |
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13D |
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Page 3 of 5 Pages |
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Item 1. Security and Issuer.
This Schedule 13D relates to the
common stock, par value $0.01 per share (“Common Stock”), of Vicon Industries, Inc., a New York corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 135 Fell Court, Hauppauge, NY 11788.
Item 2. Identity and Background.
This Schedule 13D is being filed
by Shenzhen Infinova Limited, a public corporation listed in the Shenzhen Stock Exchange (the “Company”), which conducts
its business and maintains its principal office at the Infinova Building, Guanlan Hi-Tech Industrial Park, Baoan District, Shenzhen
City, Guang Dong Province, China.
The principal business of the Reporting
Person is the research, development, design, manufacturing and selling of video surveillance systems and other security-related
electronic security products.
During the past five years, neither the
Reporting Person nor, to the knowledge of the Reporting Person, any of its respective executive officers, directors, or controlling
persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the past five years, neither the
Reporting Person nor, to the knowledge of the Reporting Person, any of its respective executive officers, directors, or controlling
persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
The names of executive officers and directors
(and, with respect to Jeffrey Zhaohuai Liu, a controlling person) of the Company, together with each of their business address,
title and occupation, and citizenship, are set forth in the table below.
Executive Officers, Directors & Controlling Person |
Business Address |
Title and Occupation |
Citizenship |
Jeffrey Zhaohuai Liu |
Infinova, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Chairman of the Board |
USA |
Yanfeng Zhang |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Vice Chairman of the Board & Chief Executive Officer |
China |
Chong Lin |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Director and Vice President |
China |
Yuanliu Hua |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Director, Vice President and Secretary of the Board |
China |
Shuling Guo |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Chairman of the Supervisory Committee |
China |
Baozhan Fan |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Supervisor |
China |
Jiali Lin |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Supervisor |
China |
Yunhe Liao |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
CFO |
China |
Weimin Yang |
Infinova Building, Guan Lan High Tech Park,
Huan Guan Road South, Bao An District,
Shenzhen, Guangdong Province, 518110 |
Vice President |
China |
Jianzhong Chou |
81 Av. Xian Xing Hai, Macau |
Director |
China |
Jinlin Zhao |
Nanhai Ave 3688,Shenzhen,Guangdong,P.R.China,518060 |
Director |
China |
Desheng Ren |
The Chinese University of Hong Kong, Tai Po Rd, Hong Kong |
Director |
China |
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CUSIP No. 925811 10 1 |
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13D |
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Page 4 of 5 Pages |
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Item 3. Source or Amount of Funds or Other Consideration.
The Reporting Person has acquired an aggregate
of 543,715 shares of Common Stock of the Issuer, pursuant to a transaction described in Item 4. The source of funds for the purchase
of shares of Common Stock of the Issuer was the general working capital of the Company.
Item 4. Purpose of Transaction.
On November 24, 2015, the Company entered
into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”) by and between the Company and CBC AMERICAS
Corp. (f/k/a CBC (America) Corp., f/k/a Chugai Boyeki (America) Corp., f/k/a Chugia International Corp.), a New York corporation,
pursuant to which the Company agreed to buy an aggregate of 543,715 shares of Common Stock (the “Shares”), all of the
shares that the seller, CBC AMERICAS Corp., owned, for $1.10 per share (an aggregate of $598,086.50). The closing of the sale of
the Shares was December 28, 2015.
The
Reporting Person has acquired shares of Common Stock of the Issuer as a strategic business investment. The Reporting Person intends
from time to time to review its investment in the Issuer, and to take such actions in the future as the Reporting Person may deem
appropriate in light of the circumstances then existing. The Reporting Person reserves the right, based on all relevant factors
and subject to applicable law, at any time and from time to time, to review or reconsider its position with respect to its investment.
Item 5. Interest in Securities of the Issuer.
Effective upon the closing of the sale
of Shares pursuant to the Stock Purchase Agreement described in Item 4 of this Schedule 13D, the Company holds approximately 5.9%
of the Issuer’s Common Stock.
(a) The responses of the Reporting Person
to Rows (11), (12) and (13) of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common
Stock beneficially owned are incorporated herein by reference. The calculation of the foregoing percentages is based on 9,204,797
shares of Common Stock outstanding as of August 11, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the
period ended June 30, 2015.
(b) The responses of the Reporting Person
to Rows (7), (8), (9) and (10) of the cover page of this Schedule 13D that relate to the number of shares that the Company has
sole power to vote or direct the vote, shared power to vote or direct the vote and sole or shared power to dispose or direct the
disposition are incorporated herein by reference.
(c) Except as described in Item 4, the
Reporting Person has not affected any transactions in the Common Stock for the past 60 days.
(d) No person other than the Reporting
Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
See Item 4 and Exhibit 1 attached hereto.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Stock Purchase Agreement dated
as of November 24, 2015 by and between CBC AMERICAS Corp. and Shenzhen Infinova Limited.
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CUSIP No. 925811 10 1 |
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13D |
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Page 5 of 5 Pages |
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SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 30, 2015
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SHENZHEN INFINOVA LIMITED |
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/s/ Jeffrey Liu |
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Name: Jeffrey Liu
Title: Chairman
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SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 30, 2015
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SHENZHEN INFINOVA LIMITED |
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/s/ Yanfeng Zhang |
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Name: Yanfeng Zhang
Title: Chief Executive Officer
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Exhibit 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
(this “Agreement”) is made as of the 24th day of November, 2015 (the “Effective Date”), by
and between SHENZHEN INFINOVA LIMITED, a company formed under the laws of the People’s Republic of China (the “Purchaser”),
and CBC AMERICAS Corp., a New York corporation (the “Seller”).
WHEREAS, the Seller owns
543,715 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”),
of Vicon Industries, Inc., a Delaware corporation (“Vicon”), which constitutes all of the shares of Common Stock
that the Seller owns;
WHEREAS, the Seller’s
ownership of the Shares is evidenced by an account statement issued by Computershare Trust Company, N.A., acting as the transfer
agent for Vicon (the “Transfer Agent”), a copy of which is attached hereto as Exhibit A;
WHEREAS, the Transfer
Agent has provided to the Seller a transfer request form (the “Transfer Request Form”), a copy of which is attached
hereto as Exhibit B, which must be completed and delivered to the Transfer Agent in order to effect the sale of the Shares
as contemplated in this Agreement; and
WHEREAS, the Seller desires
to sell the Shares to the Purchaser, the Purchaser desires to purchase the Shares from the Seller, and the parties desire to set
forth the terms and conditions governing the purchase and sale of the Shares.
NOW, THEREFORE, for and
in consideration of the premises, the mutual agreements and covenants herein contained, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Purchase and
Sale of Shares.
(a) In consideration
of, and in express reliance upon, the respective representations and warranties of each of the Seller and the Purchaser in this
Agreement, the Seller agrees to sell the Shares to the Purchaser and the Purchaser agrees to purchase the Shares from the Seller
at an aggregate purchase price of FIVE HUNDRED NINETY-EIGHT THOUSAND EIGHTY-SIX DOLLARS AND FIFTY CENTS ($598,086.50), or $1.10
per Share (the “Purchase Price”).
(b) The closing
of the purchase and sale of the Shares under this Agreement (the “Closing Date”) shall occur after the Effective
Date, when all of the following conditions have been satisfied (in the following chronological order):
(i) The Purchaser
delivers originally executed versions (or copies of such versions, as applicable) of this Agreement to the following Chinese regulatory
agencies for their review and approval: (a) the Development and Reform Commission of Shenzhen Municipality; (b) the Economic Trade
and Information Technology Commission of Shenzhen Municipality; and (c) the State Administration of Foreign Exchange Shenzhen Branch
(collectively, the “Chinese Regulatory Agencies”);
(ii) The Purchaser
receives confirmation that this Agreement and the wire transfer described in clause (iii) of this Section 1(c) have been approved
by each of the Chinese Regulatory Agencies (collectively, the “Regulatory Approvals”) and delivers copies of
such confirmations to the Seller;
(iii) Promptly upon
(but in no event later than three (3) business days after) receipt of the Regulatory Approvals, the Purchaser delivers payment
of the Purchase Price by wire transfer of immediately available funds to the following account:
Account Name and Address: |
CBC AMERICAS Corp. |
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2000 Regency Parkway |
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Suite 600 |
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Cary, North Carolina 27518 |
Account Number: |
410200166 |
Bank Name: |
The Bank of Tokyo-Mitsubishi UFJ, Ltd, New York Branch |
ABA Routing Number: |
026009632 |
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(iv) provided that
the Seller (or the Seller’s attorney) has received from the Purchaser the Purchaser’s completed portion (including
signature, if any is required) of the Transfer Request Form, the Seller mails a properly completed and fully executed Transfer
Request Form, including medallion stamp guarantee (confirming the sale of the Shares described in Section 1(a) above), to the Transfer
Agent at the address set forth on the Transfer Request Form, and provides to the Purchaser an overnight delivery service tracking
number that evidences such mailing; and
(v) The Transfer Agent
registers the Shares in the name of the Purchaser in the books and records of Vicon maintained by the Transfer Agent.
2. Representations
and Warranties of the Seller. The Seller hereby represents and warrants to the Purchaser that:
2.1 Organization.
The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, and
has all requisite corporate power and authority to enter into this Agreement, to sell and deliver the Shares to the Purchaser,
and to perform all other obligations hereunder.
2.2 Voting Rights.
The Seller is not a party to, or otherwise subject to, any agreement or understanding (including any voting trust, irrevocable
proxy or other agreement or understanding), which affects or relates to the voting or giving of written consents with respect to
any of the Shares.
2.3 Authorization.
All corporate action on the part of the Seller and its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the Seller hereunder, and the sale and delivery of the Shares
being sold hereunder, has been taken or is being taken simultaneously with the execution of this Agreement. This Agreement constitutes
a valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies.
2.4 Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Seller is required in connection with the consummation
of the transactions contemplated by this Agreement, except as contemplated by Section 5.8 below.
2.5 Liens.
The Seller is the sole owner of the Shares. and the Shares are owned free and clear of any liens, encumbrances, pledges, charges,
claims, adverse interests or restrictions of any kind or description (“Liens”).
2.6 Shares.
The Seller has no information relating to the total number of issued and outstanding shares of Common Stock of Vicon other than
the information set forth in Vicon’s publicly available securities filings.
2.7 Compliance
with Other Instruments. (a) The Seller is not in violation or default of any instrument, judgment, order, writ, decree, agreement,
obligation or contract to which it is a party or by which it is bound, or of any provision of any federal or state statute, rule
or regulation, in each case applicable to the Shares, or any agreement, instrument, mortgage or other obligation to which the Seller
is a party or by which it is bound relating in any way to the Shares and (b) the consummation of the transactions contemplated
hereby will not result in any such violation or default or be in conflict with or constitute, with or without the passage of time
and giving of notice, either a default under any such instrument, judgment, order, writ, decree, agreement, obligation or contract
or an event that results in the creation of any Lien upon any of the Shares.
2.8 Lawful Disposition.
The Seller’s sale of the Shares is lawful under the laws of the jurisdiction of its incorporation and the jurisdiction in
which it operates (if different), and such sale will not contravene any law, regulation or regulatory policy applicable to it.
2.9 No Reliance.
Except for the Purchaser’s representations and warranties set forth in Article III hereof, the Seller has not relied on the
Purchaser or any Affiliate in connection with its determination as to the legality of its sale of the Shares or as to the other
matters referred to in Section 2.8 above.
2.10 Reliance on
Representations. The Purchaser would not have agreed to purchase the Shares from the Seller without the execution and delivery
of this Agreement (including the representations and warranties contained in this Article 2).
3. Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller that:
3.1 Organization.
The Purchaser is a company duly organized under the laws of the People’s Republic of China, and has all requisite power and
authority to enter into this Agreement, to purchase the Shares from the Seller, and to perform all other obligations hereunder.
3.2 Authorization.
All action on the part of the Purchaser and its officers, directors and equity holders necessary for the authorization, execution
and delivery of this Agreement, the performance of all obligations of the Purchaser hereunder, and the purchase of the Shares being
sold hereunder, has been taken or is being taken simultaneously with the execution of this Agreement. This Agreement constitutes
a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies.
3.3 Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state or local governmental authority on the part of the Purchaser is required in connection with the consummation
of the transactions contemplated by this Agreement, except for the Regulatory Approvals and any filing that it is required to make
under the Securities Exchange Act of 1934, as amended (the “1934 Act”).
3.4 Compliance
with Other Instruments. (a) The Purchaser is not in violation or default of any instrument, judgment, order, writ, decree,
agreement, obligation or contract to which it is a party or by which it is bound, or of any provision of any statute, rule or regulation,
in each case applicable to the Shares, or any agreement, instrument, mortgage or other obligation to which the Purchaser is a party
or by which it is bound relating in any way to the Shares and (b) the consummation of the transactions contemplated hereby will
not result in any such violation or default or be in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such instrument, judgment, order, writ, decree, agreement, obligation or contract or an event
that results in the creation of any Lien upon any of the Shares.
3.5 Investor Sophistication.
The Purchaser is a sophisticated institutional investor and has such knowledge and experience in financial and business matters
and expertise in assessing credit risk, it is capable of evaluating the merits, risks and suitability of purchasing the Shares,
it is relying exclusively on the Seller’s representations and warranties set forth in Article 2 hereof and its own sources
of information and credit analysis with respect to the Shares and it is able to bear the economic risks of and an entire loss of
its investment in the Shares.
3.6 No Information
or Advice. Except as set forth in the Seller’s representations and warranties in Article 2 hereof, (a) neither the Seller
nor any Affiliate (as defined herein) has provided the Purchaser with any information or advice with respect to the Shares, and
(b) neither the Seller nor any Affiliate has made or makes any representation as to the credit quality of Vicon.
3.7 Lawful Acquisition.
The Purchaser’s acquisition of the Shares is lawful under the laws of the jurisdiction of its incorporation and the jurisdiction
in which it operates (if different), and such acquisition will not contravene any law, regulation or regulatory policy applicable
to it.
3.8 Suitable Investment.
The Purchaser has determined, or will determine, based on the Seller’s representations and warranties set forth in Article
2 hereof, its own independent review and such professional advice as it has deemed, or will deem, appropriate under the circumstances,
that its acquisition of the Shares (a) is fully consistent with its financial need, objectives and condition, (b) complies and
is fully consistent with all investment policies, guidelines and restrictions applicable to it, and (c) is a fit, proper and suitable
investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Shares.
3.9 No Reliance.
Except for the Seller’s representations and warranties set forth in Article 2 hereof, the Purchaser has not relied on the
Seller or any Affiliate in connection with its determination as to the legality of its acquisition of the Shares or as to the other
matters referred to in Section 3.7 or 3.8 above.
3.10 Reliance on
Representations. The Seller would not have agreed to sell the Shares to the Purchaser without the execution and delivery of
this Agreement (including the representations and warranties contained in this Article 3).
4. Termination.
This Agreement may be terminated at any time prior to the Closing Date, whether before or after receipt of the Regulatory Approvals,
by (a) mutual written consent of the Seller and the Purchaser, (b) the Seller or the Purchaser if the Regulatory Approvals are
not received on or prior to December 18, 2015 or (c) the Seller or the Purchaser if the other party breaches or fails to perform
in any material respect any of its representations, warranties or agreements set forth in this Agreement. In the event of such
termination, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of
the Seller or the Purchaser, other than this Section 4 and Article 5 (other than Section 5.1) below, which provisions shall survive
such termination, and except to the extent that such termination results from the willful and material breach by a party of any
representations, warranty or agreement set forth in this Agreement.
5. Miscellaneous.
5.1 Survival of
Warranties. The respective warranties, representations and agreements of the Seller and the Purchaser contained in or made
pursuant to this Agreement shall survive the delivery of and the payment for the Shares and shall in no way be affected by any
investigation of the subject matter thereof made by or on behalf of the other party hereto.
5.2 Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties (including transferees of any of the Shares). The Seller
may not assign this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the
parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
5.3 Governing Law.
This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements among New York
residents entered into and to be performed entirely within New York. The parties hereto irrevocably consent to the exclusive jurisdiction
of the state and federal courts located in New York County in the State of New York, for the settlement of any disputes that arise
under this Agreement. Each of the parties hereto waives any objection to the venue in any such proceeding, whether on the grounds
of forum non-conveniens or otherwise.
5.4 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties
hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of
or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
The parties hereto agree to execute and deliver six originals of this Agreement as well as any facsimile, telecopy or other reproduction
hereof.
5.5 Titles and
Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement.
5.6 Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient; if not, then on the next business day (with notice also provided by one of the other methods provided
for hereunder), (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on
the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section
5.6).
5.7 Finder’s
Fee. Neither the Seller nor the Purchaser is or will be obligated for any finders’ fee or commission in connection with
this transaction.
5.8 Filings.
The Seller agrees to timely file any amendment to or final report on Schedule 13D to report the sale of the Shares under the 1934
Act, and to make any other filings that it is required to make under applicable law within any required time periods.
5.9 Expenses.
The Seller shall pay for any and all filing fees (including, without limitation, any filing fees for Schedule 13D and/or 13G filings
under the 1934 Act and the fees and expenses of any filing agent engaged by the Purchaser to complete such filings, but not including
any legal fees incurred by Purchaser’s legal counsel relating to such filings) that have been or will be incurred by the
Seller or the Purchaser in connection with the transactions contemplated by this Agreement. The Seller and Purchaser shall each
bear their respective legal fees that they incur in connection with the transactions contemplated by this Agreement. If any action
at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be
entitled.
5.10 Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Seller and
the Purchaser.
5.11 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.
5.12 Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all
prior or contemporaneous agreements with respect to such subject matter.
5.13 Indemnification.
Each of the Seller and the Purchaser shall, with respect to the representations, warranties and agreements made by it herein, indemnify,
defend and hold the other party hereto and such other party’s officers, directors, stockholders, employees, agents and affiliates
(collectively, the “Indemnitees”), harmless against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including, without limitation,
the reasonable fees and disbursements of counsel for the Indemnitees in connection with any investigative, administrative or judicial
proceeding (a “Proceeding”), whether or not any of the Indemnitees shall be designated a party thereto, which
may be (a) imposed on the Indemnitees, (b) incurred by the Indemnitees, or (c) asserted against the Indemnitees by a third party,
as a result of a breach of any representation or warranty of the Seller or the Purchaser, as the case may be, under this Agreement
or as a result of or in connection with any Proceeding brought by any current or former stockholder or current or former employee
of the Seller or the Purchaser, as the case may be (or any predecessor of thereof), against any of the Indemnitees arising out
of or in connection with this Agreement (or any other agreement, document or instrument executed pursuant hereto or thereto), or
the transactions contemplated herein. Each of the Seller and the Purchaser agree, as applicable, to reimburse any of the
Indemnitees for any reasonable legal or other expenses incurred by it in connection with any such Proceeding. The right to indemnification
set forth above shall be in addition to any other remedies available to the parties hereto at law or in equity.
5.14 Representation
by Counsel; Construction of Agreements. Each party hereto acknowledges and agrees that it has been represented by independent
counsel of its own choice in connection with the preparation and negotiation of this Agreement and in connection with the transactions
contemplated hereby and thereby. This Agreement shall be construed as though all of the parties participated equally in the drafting
of the same, and any rule of construction setting forth that an agreement shall be construed against the drafter thereof shall
not be applicable to this Agreement.
5.15 Cooperation.
Purchaser and Seller agree to execute any documents and cooperate with any requests of the other party which are reasonably necessary
to consummate the transactions contemplated by this Agreement, or which are reasonably necessary to give effect to the provisions
of this Agreement. In connection with (a) completing and delivering the Transfer Request Form pursuant to Section 1(c)(iv) above,
(b) making any required changes to the Transfer Request Form to effect the change in registration described in Section 1(c)(v)
above, and/or (c) providing additional documents or information to the Transfer Agent (as requested by the Transfer Agent), the
Seller agrees to provide such information and documents, and take such actions, on an expedited basis.
5.16 Defined Terms.
The following terms shall have the following meanings:
(a) “Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
(b) “Person”
means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, governmental authority or any other legal entity, including public bodies, whether acting in
an individual, fiduciary or other capacity.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above written.
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PURCHASER: |
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SHENZHEN INFINOVA LIMITED |
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By: |
/s/ Jeffrey Liu |
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Name: |
Jeffrey Liu |
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Title: |
Chairman |
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Address: |
Infinova Building, |
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Guan Lan High Tech Park, |
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Huan Guan Road South, Bao An District, |
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Shenzhen, Guangdong Province, 518110, |
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P. R. China |
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Tel: +86 755 8609 5989 |
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Fax: +86-755-8609 5167 |
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Attention: Jeffrey Liu |
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SELLER: |
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CBC AMERICAS CORP. |
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By: |
/s/ Kazuhiko Kondo |
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Name: |
Kazuhiko Kondo |
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Title: |
Senior Executive Vice President and Chief Operating Officer |
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Address: |
2000 Regency Parkway |
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Suite 600 |
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Cary, North Carolina 27518 |
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Fax: (631) 864-9710 |
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Attention: Phil Petito |
[Signature Page to Stock Purchase Agreement]
EXHIBIT A
Computershare Account Statement
![](http://www.sec.gov/Archives/edgar/data/310056/000114420415073236/image_001.jpg)
EXHIBIT B
Transfer Request Form
![](http://www.sec.gov/Archives/edgar/data/310056/000114420415073236/image_003.jpg)
![](http://www.sec.gov/Archives/edgar/data/310056/000114420415073236/image_004.jpg)
![](http://www.sec.gov/Archives/edgar/data/310056/000114420415073236/image_007.jpg)
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