UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Amendment No. 1
Vicon
Industries, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
925811101
(CUSIP Number)
John W. Kauffman, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103; telephone: 215-979-1227
(Name, Address, and
Telephone Number of Person Authorized to Receive Notices and Communications)
December 26, 2012
(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 which 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.
x
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.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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 (Exchange Act) or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
1
SCHEDULE 13D
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1
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NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Henry Partners, L.P.
I.R.S. I.D. No. 23-2888396
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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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
198,900 shares
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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
198,900 shares
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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
198,900 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)*
4.4% for Henry Partners,
L.P.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. Reference is made to Item 2 to this Schedule 13D.
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2
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1
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NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Matthew Partners, L.P.
I.R.S. I.D. No. 23-3063303
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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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
138,900 shares
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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
138,900 shares
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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
138,900 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)*
3.1% for Matthew Partners,
L.P.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. Reference is made to Item 2 to this Schedule 13D.
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3
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1
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NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Henry Investment Trust, L.P.
I.R.S. I.D. No. 23-2887157
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Pennsylvania
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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
337,800 shares*
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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
337,800 shares*
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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
337,800 shares*
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.5% for Henry Investment
Trust*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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Henry Investment Trust, L.P. is the sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P. See Item 2 of this Schedule 13D.
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4
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1
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NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
David W. Wright
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (See Instructions)
(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See
Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
N/A
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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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
337,800 shares*
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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
337,800 shares*
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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
337,800 shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
N/A
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
7.5%*
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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NOTE: David W. Wright is the President of Canine Partners, LLC, which is the sole general partner of Henry Investment Trust, L.P. Henry Investment Trust, L.P. is the
sole general partner of each of Henry Partners, L.P. and Matthew Partners, L.P.
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5
Item 1
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Security and Issuer
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This statement relates to shares of the common stock, $.01 par value per share (the Shares), of Vicon Industries, Inc. (the
Issuer). The principal executive offices of the Issuer are located at 89 Arkay Drive, Hauppage, New York 11788.
Item 2
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Identity and Background
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(a) - (c)
This
Statement is filed by Henry Partners, L.P. (Henry), Matthew Partners, L.P. (Matthew), Henry Investment Trust, L.P. (HIT) and David W. Wright. Henry and Matthew are private investment funds. HIT is the sole General
Partner of each of Henry and Matthew. Mr. Wright is the investment manager of each of Henry and Matthew and is the President of Canine Partners, LLC (Canine), the General Partner of HIT. Investment decisions made on behalf of Henry
and Matthew are made primarily through their General Partner and Mr. Wright. Each of the foregoing persons is sometimes referred to in this Schedule 13D as a Reporting Person and collectively as the Reporting Persons.
The principal business address of each Reporting Person is 255 South 17th Street, Suite 2608, Philadelphia, PA 19103.
(d)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.
(f) Henry and Matthew are Delaware limited partnerships. HIT is a Pennsylvania limited partnership. Canine is a Pennsylvania limited
liability company, and David W. Wright is a citizen of the United States.
Item 3
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Source and Amount of Funds or Other Consideration
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The aggregate purchase price of the 198,900 Shares owned by Henry is $742,115, and the aggregate purchase price of the 138,900 Shares owned by Matthew is $539,603. Shares owned by Henry and Matthew were
acquired with the funds of each respective partnership.
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Item 4
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Purpose of the Transaction
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The Reporting Persons purchased the Shares based on the Reporting Persons belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending
upon overall market conditions, other investment opportunities available to the Reporting Persons, the availability of Shares at prices that would make the purchase of additional Shares desirable, or the market price at which Shares are then
currently trading that would make the sale of Shares desirable, the Reporting Persons may increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or
otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present
plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.
Each of the Reporting Persons intends to review its investment in the Issuer on a continuing basis and to engage in
discussions with management and the Board of Directors of the Issuer concerning the business, operations, corporate governance and future plans of the Issuer. Depending on various factors including, without limitation, the Issuers financial
position and investment strategy, the price levels of the Shares, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the
Issuer as they deem appropriate including, without limitation,
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communicating privately or publicly with other stockholders, the Issuers Board of Directors or other persons;
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making proposals or director nominations to the Issuer,
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supporting proposals or director nominations made by other stockholders;
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purchasing additional Shares or selling some or all of their Shares;
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or changing their intention with respect to any and all matters referred to in this Item 4.
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Item 5
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Interest in Securities of the Issuer
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(a) - (b)
The aggregate percentage of Shares reported owned by each person named
herein is based upon 4,479,735 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuers Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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As of January 2, 2013, Henry beneficially owned 198,900 Shares, constituting
approximately 4.4% of the Shares outstanding, and Matthew beneficially owned 138,900 Shares, constituting approximately 3.1% of the Shares outstanding, for an aggregate ownership of both Henry and Matthew of 337,800 Shares, constituting 7.5% of the
Shares outstanding. Mr. Wright, as President of the sole general partner of HIT, which is the sole general partner of each of Henry and Matthew, has the authority to vote and dispose of such Shares.
(c) None of the Reporting Persons effected any transactions in the Issuers Shares during the past sixty days, other than the
following purchases:
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1.
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Purchases of Shares by Henry in the past sixty days:
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Date of Purchase
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Number
of Shares
Purchased
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Price
Per
Share
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December 11, 2012
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2,100
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$
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2.478
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December 26, 2012
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12,000
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$
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2.548
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December 27, 2012
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3,000
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$
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2.623
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December 28, 2012
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15,000
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$
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2.556
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December 31, 2012
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4,800
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$
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2.705
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2.
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Purchases of Shares by Matthew in the past sixty days:
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Date of Purchase
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Number
of Shares
Purchased
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Price
Per
Share
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December 11, 2012
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1,500
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$
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2.478
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December 26, 2012
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8,000
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$
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2.548
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December 27, 2012
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2,100
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$
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2.623
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December 28, 2012
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10,000
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$
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2.556
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December 31, 2012
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3,200
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$
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2.705
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(d) No person other than the Reporting Persons is known to have the right to receive, or the power to
direct the receipt of dividends from, or proceeds from the sale of, such Shares.
(e) Not applicable.
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Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Other than as described herein, there are no contracts, arrangements or understandings among the persons named in Item 2, or among
the persons named in Item 2 and any other person, with respect to the securities of the Issuer.
Item 7
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Material To Be Filed As Exhibits
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1.
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Joint Filing Agreement.
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9
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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Date: January 2, 2013
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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Date: January 2, 2013
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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Date: January 2, 2013
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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Date: January 2, 2013
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/s/ David W. Wright
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David W. Wright
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10
JOINT FILING AGREEMENT
The undersigned, the Reporting Persons named in this Amendment No. 1 to Schedule 13D (the Schedule 13D), hereby agree
that the Schedule 13D is filed on behalf of each of them and that each Reporting Person is responsible for the timely filing of any amendments to the Schedule 13D. Each Reporting Person further agrees that each of them is responsible for the
completeness and accuracy of the information concerning such Reporting Person, respectively, contained in the Schedule 13D and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting
Persons.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 2nd day of January, 2013.
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HENRY PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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MATTHEW PARTNERS, L.P., by its General Partner, HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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HENRY INVESTMENT TRUST, L.P., by its General Partner, CANINE PARTNERS, LLC
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By:
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/s/ David W. Wright
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David W. Wright,
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President
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/s/ David W. Wright
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David W. Wright
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