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Proc-Type: 2001,MIC-CLEAR
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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): March 22, 2007 CHYRON CORPORATION (Exact Name of Registrant as Specified in its Charter) New York 1-9014 11-2117385 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5 Hub Drive Melville, New York 11747 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (631) 845-2000 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 2.03 Creation of a Direct Financial Obligation or an Obligation under On March 22, 2007, Chyron Corporation (the "Company") entered into a Fifth Loan Modification Agreement (the "Agreement") with Silicon Valley Bank ("SVB"). The Agreement amends the Fourth Loan Modification Agreement dated March 1, 2006, the Third Loan Modification Agreement dated August 12, 2005, the Second Loan Modification Agreement dated March 22, 2005, the First Loan Modification Agreement dated February 24, 2005 and the Loan Agreement dated April 29, 2004 (together, the "Loan Agreement") by amending Section 5 of the Loan Agreement to revise the financial covenant definition and measurement of EBITDA. EBITDA for financial covenant purposes is now measured after adding back stock option expense in 2007. The revised financial covenant requires the Company to maintain, on a year-to-date basis, EBITDA of at least the following: January 1, 2007 through March 31, 2007, ($225,000); January 1, 2007 through June 30, 2007, $300,000; January 1, 2007 throu
gh September 30, 2007, $725,000; and, January 1, 2007 through December 31, 2007, $1,200,000. Specific minimum EBITDA requirements for the Company for fiscal year 2008 will be determined by SVB upon receipt of the Company's fiscal year 2008 budget and, if the maturity date of the Loan Agreement is extended beyond its scheduled maturity date of April 13, 2008, such determination shall be made prior to the maturity date. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 10.1 Fifth Loan Modification Agreement dated March 22, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. CHYRON CORPORATION By: /s/ Jerry Kieliszak Name: Jerry Kieliszak Title: Senior Vice President and Chief Financial Officer Exhibit No. Description 10.1 Fifth Loan Modification Agreement dated March 22, 2007 Date: March 23, 2007 FIFTH LOAN MODIFICATION AGREEMENT This Fifth Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of March 22, 2007, by and between SILICON VALLEY BANK, a California-corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank") and CHYRON CORPORATION, a New York corporation with offices at 5 Hub Drive, Melville, New York 11747 ("Borrower"). Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the "Existing Loan Documents". Modification to Loan Agreement. "5. FINANCIAL Covenants (Section 5.1): Borrower shall comply with each of the following covenants. Compliance shall be determined as of the end of each month, except as otherwise specifically provided below: a. EBITDA. Maintain, measured as of the end of each fiscal quarter on a cumulative year to date basis, EBITDA of at least the following: Period Minimum EBITDA January 1, 2007 through March 31, 2007 ($225,000.00) January 1, 2007 through June 30, 2007 $300,000.00 January 1, 2007 through September 30, 2007 $725,000.00 January 31, 2007 through December 31, 2007 $1,200,000.00
an Off-Balance Sheet Arrangement of a Registrant
Specific minimum EBITDA requirements for Borrower's fiscal year 2008 shall be determined by Silicon upon receipt of Borrower's fiscal year 2008 budget (which budget must be received by Silicon no later than February 28, 2008) and, if the Maturity Date is extended, such determination shall be made prior to April 13, 2008.
b. Minimum Cash or Excess Availability:
The Borrower shall at all times maintain $1,000,000.00 in (i) cash deposits maintained at Silicon, and/or (ii) excess "availability" under this Agreement (net of Loans, Letters of Credit or other indebtedness under this Agreement), as determined by Silicon based upon the Credit Limit restrictions set forth in Section 1 above).
Definitions. For purposes of the foregoing financial covenants, the following term shall have the following meaning:
"EBITDA" shall mean (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) income tax expense, plus (e) stock option add backs in 2007.
"Interest Expense" means for any fiscal period, net interest expense (whether cash or non-cash) determined in accordance with GAAP for the relevant period ending on such date, including, in any event, interest expense with respect to any Credit Extension and other Indebtedness of Borrower and its subsidiaries, if any, including, without limitation or duplication, all commissions, discounts, or related amortization and other fees and charges with respect to letters of credit and bankers' acceptance financing and the net costs associated with interest rate swap, cap, and similar arrangements, and the interest portion of any deferred payment obligation (including leases of all types).
"Net Income" means, as calculated on a consolidated basis for Borrower and its subsidiaries, if any, for any period as at any date of determination, the net profit (or loss), after provision for taxes, of Borrower and its subsidiaries for such period taken as a single accounting period."
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This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.
BORROWER:
CHYRON CORPORATION
By: /s/ Jerry Kieliszak
Name: Jerry Kieliszak
Title: Senior Vice President & Chief Financial Officer
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By: /s/ Jay T. Tracy
Name: Jay T. Tracy
Title: Vice President