-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkR57rP9ZP2ZZo6o3eN+y3PH7EA1fqC9LethanuJxiqTaHkP5pf/FdzWQPzjqkyW 9+lg6ciIHdiJii1l4TxRlg== 0000020232-09-000076.txt : 20091007 0000020232-09-000076.hdr.sgml : 20091007 20091007122943 ACCESSION NUMBER: 0000020232-09-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091001 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHYRON CORP CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09014 FILM NUMBER: 091109688 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 8-K 1 k81007091.htm

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): October 1, 2009

 

CHYRON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York

01-09014

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

(a) Effective October 1, 2009, Mr. Richard P. Greenthal resigned as a Director of the Corporation to pursue other interests. Mr. Greenthal and the Company note that Mr. Greenthal is not resigning because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. A copy of the Company's press release announcing Mr. Greenthal's resignation is attached hereto as Exhibit 99.1.

With Mr. Greenthal's resignation, the Corporation no longer complies with the NASDAQ's requirement of three independent Audit Committee Members pursuant to Listing Rule 5605. On October 6, 2009, the Corporation notified NASDAQ of its non-compliance with Listing Rule 5605; and on October 6, 2009, the NASDAQ sent a letter to the Corporation notifying it that it was no longer in compliance with Listing Rule 5605 with respect to the requirement of three independent directors on such Committee due to the resignation of Mr. Greenthal.

Pursuant to NASDAQ Listing Rule 5605(c)(4)(A), the Corporation has a cure period for this deficiency until the earlier of (i) its next Annual Shareholders Meeting and (ii) October 1, 2010. The Corporations' next Annual Shareholders Meeting is tentatively scheduled for May 12, 2010. The Corporation intends to be in compliance with the three independent Director requirement for the Audit Committee prior to such date.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1 Press Release of Chyron Corporation dated October 7, 2009.

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

99.1

Press Release, dated October 7, 2009.

Date: October 7, 2009

2

EX-99.1 2 greenthal1.htm Press Release

Michael Wellesley-Wesley

President and

Chief Executive Officer

(631) 845-2000

Jerry Kieliszak

Senior Vice President and Chief Financial Officer

(631) 845-2011

Chyron Announces Resignation of Director Richard Parker Greenthal

Melville, N.Y., October 7, 2009 -- Chyron Corporation (NASDAQ: CHYR) announced today that effective October 1, 2009, Mr. Richard Parker Greenthal resigned as a Director of the Corporation to pursue other interests. Mr. Greenthal and the Company note that Mr. Greenthal is not resigning because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.  At the time of his resignation, Mr. Greenthal served as a member of the Audit and the Corporate Governance and Nominating Committees of the Board of Directors of the Company. The Company thanks Mr. Greenthal for his service as a member of the Board.

With Mr. Greenthal's resignation, the Corporation no longer complies with the NASDAQ's requirement of three independent Audit Committee Members pursuant to Listing Rule 5605. On October 6, 2009, the Corporation notified NASDAQ of its non-compliance with Listing Rule 5605;  and on October 6, 2009, the NASDAQ sent a letter to the Corporation notifying it that it was no longer in compliance with Listing Rule 5605 with respect to the requirement of three independent directors on such Committee due to the resignation of Mr. Greenthal.

Pursuant to NASDAQ Listing Rule 5605(c)(4)(A), the Corporation has a cure period for this deficiency until the earlier of (i) its next Annual Shareholders Meeting and (ii) October 1, 2010.  The Corporation's next Annual Shareholders Meeting is tentatively scheduled for May 12, 2010.  The Corporation intends to be in compliance with the three independent Director requirement for the Audit Committee prior to such date.

 

About Chyron

As the pioneer of Graphics as a Service for digital video media, Chyron continues to define the world of digital and broadcast graphics with Web, Mobile, HD, 3D and newsroom integration solutions. Winner of numerous awards, including two Emmys, Chyron has proven itself as a leader in the industry with sophisticated graphics offerings that include Online, Chyron's AXIS Graphics online content creation software, HD/SD switchable on-air graphics systems, clip servers, channel branding and telestration systems, graphic asset management and XMP integration solutions, and the award-winning WAPSTR mobile phone newsgathering application, as well as digital signage. For more information about Chyron products and services please visit the Company's websites at www.chyron.com, www.chytv.com and www.axisgraphics.tv (NASDAQ: CHYR).

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