8-K

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 22, 2013

CHYRONHEGO 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)	(IRS Employer Identification No.)

5 Hub Drive

Melville, New York 11747

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (631) 845-2000

Chyron Corporation

Former name or former address, if changed since last report

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 (see General Instruction A.2. below):

¨ 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 2.01  Completion of Acquisition or Disposition of Assets.

On May 22, 2013, Chyron Corporation ("Chyron" or the "Company") completed its acquisition of Hego Aktiebolag ("Hego"), a global graphics services company based in Stockholm, Sweden that develops real-time graphics products and tools for the broadcast and sports industries.  We previously disclosed our entry into a definitive agreement for this acquisition in a Current Report on Form 8-K filed on March 12, 2013.  The acquisition was structured as a share purchase transaction, pursuant to the terms of a stock purchase agreement (the "Stock Purchase Agreement") by and among Chyron, Chyron Holdings, Inc., Chyron AB, Hego, Westhill Group AB as the stockholder representative of the Hego stockholders, and the stockholders of Hego, pursuant to which Chyron AB, the Company's indirect wholly-owned subsidiary, has acquired all of the issued and outstanding shares of Hego. The acquisition of Hego is referred to herein as the Transaction.

Pursuant to the terms of the Stock Purchase Agreement, Chyron issued 12,199,431 shares of Chyron's common stock, par value $0.01 per share, to the former Hego stockholders. The number of shares issued is equal to 40% of the total of (i) the issued and outstanding shares of Chyron's common stock as of May 10, 2013 , (ii) the shares of Chyron's common stock issuable upon the exercise of all outstanding options and restricted stock units that have an exercise price that is less than or equal to $1.25 per shares as of May 10, 2013, and (iii) the shares issued at the closing of the Transaction (the "Closing"), which are collectively referred to as the "Outstanding Closing Shares." In addition, upon Hego achieving certain revenue milestones during the next three fiscal years, Chyron may issue additional shares, which are referred to as the "Earn-Out Shares," to the former Hego stockholders, such that the aggregate amount of shares of Chyron common stock issued in the Transaction would equal up to 18,299,147 shares, or 50% of the total Outstanding Closing Shares and Earn-Out Shares.  A summary of the Stock Purchase Agreement was contained in Item 1.01 of the Current Report on Form 8-K filed on March 12, 2013, and a copy of the agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

In connection with the Closing,on May 22, 2013, the Company filed a certificate of amendment to its Restated Certificate of Incorporation with the New York Secretary of State to change its corporate name from Chyron Corporation to ChyronHego Corporation.  The certificate of amendment became effective upon filing.  A copy of the certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the press release announcing the completion of the Transaction is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02  Unregistered Sales of Equity Securities.

As described in Item 2.01 of this Current Report on Form 8-K, Chyron issued 12,199,431 shares of its common stock to the stockholders of Hego in a private transaction.  The issuance of the shares of common stock in connection with the Stock Purchase Agreement was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act.  The shares of Chyron common stock issued in connection with the Transaction contain a legend to the effect that such shares are not registered under the Securities Act and may not be sold or transferred except pursuant to a registration statement which has become effective under the Securities Act or pursuant to an exemption from such registration.  The disclosure provided under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 as if fully set forth herein.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c)  On May 22, 2013, in connection with the closing of the Transaction (the "Closing"), Chyron's board of directors appointed Johan Apel, age 40, as the President and Chief Operating Officer of Chyron.  Mr. Apel served as Chief Executive Officer of Hego AB since April 2002.  Mr. Apel received his B.Sc. and M.Sc. in accounting and economics at Malardan University.  As part of the Transaction, Westhill Group AB, an entity controlled by Mr. Apel, received 3,605,088 shares of Chyron common stock in exchange for its equity interest in Hego.

(d)  Under the Stock Purchase Agreement, Hego was given the right to appoint two (2) directors to Chyron's board of directors upon the Closing.  On May 22, 2013, in connection with the Closing and in accordance with the terms of the Stock Purchase Agreement, Chyron's board of directors increased the size of the board of directors from seven (7) to nine (9) directors and appointed Johan Apel and Henrik Sundberg as directors of Chyron effective as of the close of business on May 22, 2013.

There are no arrangements or understandings between Messrs. Apel and Sundberg and any other person pursuant to which they were elected as directors other than those contained in the Stock Purchase Agreement.  Please see subsection (c) above for transactions in which Mr. Apel has an interest under Item 404(a) of Regulation S-K.  There are no transactions in which Mr. Sundberg has an interest requiring disclosure under Item 404(a) of Regulation S-K.  Messrs. Apel and Sundberg have not been appointed to any committees of the Board of Directors.  Chyron's board of directors has determined that Mr. Sundberg is independent under the NASDAQ Stock Market listing standards.

(e)  At the Chyron Annual Meeting of Stockholders held on May 22, 2013 (the "Annual Meeting"), Chyron's stockholders approved an amendment to the Company's 2008 Long Term Incentive Plan (the "2008 LTIP").  A description of the terms and conditions of the 2008 LTIP are set forth in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission (the "Commission") on April 17, 2013 and are incorporated herein by reference.  Such description is qualified entirely by reference to the actual terms of the 2008 LTIP, as amended, a copy of which is filed as Exhibit 10.1 hereto.

Item 5.07   Submission of Matters to a Vote of Security Holders

(a)  The Company's Annual Meeting was held on May 22, 2013 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017.

(b)  Of the Company's 17,426,383 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2013, a quorum of 13,787,056 shares, or 79.12% of the eligible shares, was present in person or represented by proxy at the Annual Meeting.  Each of the matters set forth below is described in detail in the Proxy Statement. The following actions were taken at the Annual Meeting:

1.   Approval of the issuance of up to approximately 18,303,771 shares of Chyron's common stock in consideration for 100% of the outstanding shares of Hego pursuant to the Stock Purchase Agreement. The voting results were 9,047,260 votes for, 84,971 votes against, and 107,012 votes abstaining, with 4,547,813 broker non-votes.

2.   Approval of an amendment to Chyron's Restated Certificate of Incorporation, as amended, to change the Company's corporate name from Chyron Corporation to ChyronHego Corporation. The voting results were 13,522,843 votes for, 233,579 votes against, and 30,634 votes abstaining, with no broker non-votes.

3.   Approval, on an advisory (non-binding) basis, of the "golden parachute" compensation payments that will or may be paid by Chyron to its named executive officers in connection with the Transaction. The voting results were 7,932,448 votes for, 1,171,172 votes against, and 135,623 votes abstaining, with 4,547,813 broker non-votes.

4.   Approval, on an advisory (non-binding) basis, of the compensation of Chyron's named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The voting results were 8,291,792 votes for, 812,756 votes against, and 134,695 votes abstaining, with 4,547,813 broker non-votes.

		Withheld	Broker
	Voted For	Authority	Non-Votes
Susan Clark-Johnson	8,566,709	672,534	4,547,813
Peter F. Frey	8,624,176	615,067	4,547,813
Christopher R. Kelly	9,076,227	163,016	4,547,813
Roger L. Ogden	8,599,485	639,758	4,547,813
Robert A. Rayne	8,632,478	606,765	4,547,813
Michael I. Wellesley-Wesley	9,113,431	125,812	4,547,813
Michael C. Wheeler	8,816,203	423,040	4,547,813

5. Approval, on an advisory (non-binding) basis, to hold an advisory vote on the compensation of the Company's named executive officers every three years. The voting results were 4,064,550 votes for one year, 456,257 votes for two years, 4,555,719 votes for three years and 162,717 votes abstaining.

6.   Approval of a proposed amendment to the Company's 2008 Long-Term Incentive Plan to increase the maximum number of authorized shares by 3,000,000.  The voting results were 7,992,251 votes for, 1,079,868 votes against, and 167,124 votes abstaining, with 4,547,813 broker non-votes.

7.   Ratification of the appointment of BDO USA, LLP as Chyron's independent registered public accounting firm for the fiscal year ending December 31, 2013.  The voting results were 13,349,841 votes for, 38,338 votes against and 398,877 votes abstaining, with no broker non-votes.

 (d)  Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every three years until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2019 annual meeting of stockholders; or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.

Item 9.01.  Financial Statements and Exhibits.

(a)             Financial statements of businesses acquired.   In accordance with Item 9.01(a) of Form 8-K, the audited consolidated financial statements of Hego for the fiscal years ended December 31, 2012, 2011 and 2010, and the notes related thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

(b)           Pro Forma Financial Information.  Pro forma financial statements required by Article 11 of Regulation S-X were previously included in the Proxy Statement.  The Company used an estimated purchase price of $16.5 million in the pro forma financial statements included in the Proxy Statement, however, based on the actual closing of the Transaction, the estimated purchase price was approximately $21.3 million.  Such difference in the estimated purchase price is not expected to have a significant impact on the net income reported in the unaudited pro forma financial statements because the additional purchase price is expected to result in additional goodwill.  Pursuant to General Instruction B.3 of Form 8-K, no additional pro forma financial statements are required to be included herein.

(d)           Exhibits.

Exhibit No.	Description
2.1	Stock Purchase Agreement by and among, Chyron Corporation, Chyron Holdings, Inc., Chyron AB, Hego Aktiebolag, Westhill Group AB (corp. reg. no. 556583-5948) as the stockholder representative of the Hego stockholders, and the stockholders of Hego Aktiebolag, dated as of March 9, 2013 (incorporated by reference to Chyron's Current Report on Form 8-K filed with the SEC on March 12, 2013 (File No. 01-09014)).
3.1	Certificate of Amendment to the Restated Certificate of Incorporation, as amended.
10.1	Chyron Corporation's 2008 Long Term Incentive Plan, as amended (incorporated by reference to Chyron's Proxy Statement on Schedule 14A filed with the SEC on April 17, 2013 (File No. 01-09014).
23.1	Consent of KPMG AB.
99.1	Audited consolidated financial statements of Hego Aktiebolag for the fiscal years ended December 31, 2012, 2011 and 2010.
99.2	Press Release, dated May 23, 2013.

SIGNATURES

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.

		CHYRONHEGO CORPORATION
Date: May 29, 2013	By:	/s/ Jerry Kieliszak
	Name:	Jerry Kieliszak
	Title:	Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.1	Stock Purchase Agreement by and among, Chyron Corporation, Chyron Holdings, Inc., Chyron AB, Hego Aktiebolag, Westhill Group AB (corp. reg. no. 556583-5948) as the stockholder representative of the Hego stockholders, and the stockholders of Hego Aktiebolag, dated as of March 9, 2013 (incorporated by reference to Chyron's Current Report on Form 8-K filed with the SEC on March 12, 2013 (File No. 01-09014)).
3.1*	Certificate of Amendment to the Restated Certificate of Incorporation, as amended.
10.1	Chyron Corporation's 2008 Long Term Incentive Plan, as amended (incorporated by reference to Chyron's Proxy Statement on Schedule 14A filed with the SEC on April 17, 2013 (File No. 01-09014).
23.1*	Consent of KPMG AB.
99.1*	Audited consolidated financial statements of Hego Aktiebolag for the fiscal years ended December 31, 2012, 2011 and 2010.
99.2*	Press Release, dated May 23, 2013.

*filed herewith

EX-3.1

Exhibit 3.1

New York State Department of State

Division of Corporations, State Records and Uniform Commercial Code

One Commerce Plaza, 99 Washington Avenue

Albany, NY 12231

www.dos.state.ny.us

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CHYRON CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is:

CHYRON CORPORATION                                                                                                                                          

If the name of the corporation has been changed, the name under which it was formed is:

THE COMPUTER EXCHANGE, INC.

SECOND: The date of filing of the certificate of incorporation with the Department of State is:

April 8, 1966

THIRD: The amendment effected by this certificate of amendment is as follows:

(Set forth each amendment in a separate paragraph providing the subject matter and full text of each amended paragraph. For example, an amendment changing the name of the corporation would read as follows: Paragraph First of the Certificate of Incorporation relating to the corporation name is hereby amended to read as follows:  First: The name of the corporation is (new name) ... )

Paragraph                       FIRST                                 of the Certificate of Incorporation relating to

the name of the Corporation.

is hereby amended to read in its entirety as follows:

FIRST: The name of the corporation is ChyronHego Corporation.

DOS-15544-1 (Rev. 06/12) Page 1 of 3

Paragraph                                             of the Certificate of Incorporation relating to

is hereby amended to read in its entirety as follows:

FOURTH: The certificate of amendment was authorized by: (Check the appropriate box)

ý The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

¨ The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

/s/ Jerry Kieliszak                                                                          Jerry Kieliszak                                                                

(Signature)                                                                           (Name of Signer)

Senior Vice President, Chief Financial Officer, Treasurer and Secretary

(Title of Signer)

DOS-15544-1 (Rev. 06/12) Page 2 of 3

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

CHYRON CORPORATION

(Insert Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

Filer's Name                      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Address              One Financial Center                                                                                                                             

City, State and Zip Code                                                      Boston, MA 02111

NOTE: This form was prepared by the New York State Department of State. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $60 filing fee, plus the required tax on shares pursuant to §180 of the Tax Law, if applicable.

For Office Use Only

DOS-15544-1 (Rev. 06/12) Page 3 of 3

EX-23.1

Exhibit 23.1

Consent of Independent Auditors

The Board of Directors

Hego AB

We consent to the incorporation by reference in the Registration Statements1 and in the related Prospectuses of Chyron Corporation, of our report dated February 28, 2013, with respect to the consolidated balance sheets of Hego Aktiebolag as of December 31, 2012, 2011 and 2010, and the related consolidated statements of income and cash flows for each of the years in the three-year period ended December 31, 2012 which report appears in Chyron Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May29, 2013.

Stockholm May 29, 2013

KPMG AB

/s/ Duane J. Swanson

Duane J. Swanson

1 Registration Statements and in the related Prospectuses is defined as the following:

Registration statements and prospectuses on (Form S-8 Nos. 333-01861, [333-40373, 333-50927, 333-101220, 333-126144, 333-146759,] 333-152205 and 333-167086).

EX-99.1

Exhibit 99.1

Consolidated Financial Statements for December 31, 2012, 2011 and 2010

Independent Auditors’ Report	1
Consolidated Statement of Income for the years ended December 31, 2012, 2011 and 2010	2
Consolidated Balance Sheet – Assets at December 31, 2012, 2011 and 2010	3
Consolidated Balance Sheet – Equity and Liabilities at December 31, 2012, 2011 and 2010	4
Pledged Assets and Contingent Liabilities	4
Consolidated Statement of Cash Flows	5
Accounting Principles and Notes to the Accounts	6
Notes to Consolidated Financial Statements	9

Independent auditors’ report

The Board of Directors and Stockholders

Hego AB

We have audited the accompanying consolidated balance sheets of Hego AB and subsidiaries as of December 31, 2012, 2011 and 2010, and the related consolidated statements of income and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Hego AB’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hego AB and subsidiaries as of December 31, 2012, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with generally accepted accounting principles in Sweden.

Accounting principles generally accepted in Sweden vary in certain significant respects from generally accepted accounting principles in the United States of America. Information relating to the nature and effect of such differences is presented in note 14 to the consolidated financial statements.

Stockholm February 28, 2013

KPMG AB

/s/ Duane J. Swanson

Duane J. Swanson

1

Consolidated statement of income

Amount in SEK 000s	Note	01/01/2012- 31/12/2012	01/01/2011- 31/12/2011	01/01/2010- 31/12/2010
Operating income Net sales	1	100,295	70,388	66,050
Other operating income		3,316	21	562
		103,611	70,409	66,612
Operating expenses Production costs and supplies		(24,340)	(20,632)	(18,970)
Other external costs	2	(16,708)	(21,092)	(12,540)
Personnel costs Depreciation and amortization of tangible and intangible fixed assets Other costs	3 5,6,7,8	(48,225) (3,221) (320)	(31,214) (2,378) -	(26,371) (2,173) -
Operating profit (loss)		10,797	(4,907)	6,558
Profit (loss) from financial items Share of income (loss) from associated companies	9	-	(6,436)	(4,880)
Profit (loss) from non-current receivables		-	(250)	-
Interest income and foreign exchange gains Interest expense and foreign exchange loss		253 (2,290)	242 (1,955)	700 (1,034)
Profit (loss) before income taxes and minority interests		8,760	(13,306)	1,344
Income taxes Minority share of profit for the year	4	(919) (113)	950 (29)	(1,462) (619)
Net profit (loss) for the year		7,728	(12,385)	(737)

The accompanying notes are an integral part of these financial statements.

2

Consolidated balance sheet - Assets

Amount in SEK 000s	Note	31/12/2012	31/12/2011	31/12/2010
ASSETS
Non-current assets
Intangible fixed assets Capitalized software development cost	5	287	338	406
Goodwill	6	2,483	2,952	440
		2,770	3,290	846
Tangible fixed assets Leasehold improvements	8	-	66	133
Equipment, tools, fixtures and fittings	7	7,166	3,784	3,595
		7,166	3,850	3,728
Financial non-current assets Investment in associated companies	9	-	-	-
Deferred tax assets		109	204	104
Other long-term receivables	10	348	431	710
Other long-term investments		7	8	8
		464	643	822
Total non-current assets		10,400	7,783	5,396
Current assets
Supplies		5	76	9
		5	76	9
Current receivables Accounts receivable		11,132	9,868	12,000
Receivables from associated companies		-	-	4,950
VAT and other receivables		1,376	1,201	370
Prepaid expenses and accrued income	11	6,694	2,678	2,181
		19,202	13,747	19,501
Cash and bank		5,148	5,216	8,299
Total current assets		24,355	19,039	27,809
TOTAL ASSETS		34,755	26,822	33,205

The accompanying notes are an integral part of these financial statements.

3

Consolidated balance sheet – Equity and Liabilities

Amount in SEK 000s	Note	31/12/2012	31/12/2011	31/12/2010
Equity and liabilities
Equity	12
Share capital		154	154	122
New share issue being registered		-	-	4,975
Restricted reserves		185	20	4,208
Non-restricted reserves		(117)	12,565	3,071
Net profit (loss) for the year		7,728	(12,385)	(737)
Total equity		7,950	354	11,639
Minority shares		1,419	907	2,588
Provisions Provisions for deferred taxes		58	-	1,494
		58	-	1,494
Long-term liabilities Liabilities to credit institutions	13	949	1,823	1,060
		949	1,823	1,060
Current liabilities Liabilities to credit institutions	13	3,738	2,663	1,891
Accounts payable		6,631	6,402	4,486
Loans from shareholders		4,458	4,371	2,615
Taxes payable		595	1,317	544
Other current liabilities		3,206	1,410	1,856
Accrued expenses and deferred income	12	5,751	7,575	5,032
		24,379	23,738	16,424
TOTAL EQUITY AND LIABILITIES		34,755	26,822	33,205

Pledged assets and contingent liabilities

Other pledged assets and collateral
Chattel mortgages	4,000	3,000	2,000
Total	4,000	3,000	2,000

The accompanying notes are an integral part of these financial statements.

4

Consolidated statement of cash flows

Amount in SEK 000s	31/12/2012	31/12/2011	31/12/2010
Cash flows from operating activities Profit (loss) after financial items	8,760	(13,306)	1,344
Adjustments for non-cash transactions	2,756	9,205	7,043
	11,516	(4,101)	8,387
Taxes (paid) received	(1,488)	228	(2,086)
Cash flow from operating activities, before changes in working capital	10,028	-3,873	6,301
Cash flow from changes in working capital Increase(-)/Decrease (+) of supplies	71	67	1
Increase(-)/Decrease (+) of operating receivables	(6,241)	2,158	(8,179)
Increase(-)/Decrease (+) of operating liabilities	692	5,242	770
Cash flow from operating activities	4,550	3,595	(1,107)
Investment activities
Acquisition of intangible fixed assets	(473)	(221)	(309)
Acquisition of tangible fixed assets	(5,615)	(647)	(2,199)
Acquisition of non-current assets	-	(2,518)	(4,880)
Acquisition of business, net of cash acquired	-	(3,010)	(360)
Investments in other non-current assets	22	(107)	709
Cash flow from investment activities	(6,066)	(6,503)	(7,039)
Financing activities Proceeds from new share issue	-	-	4,975
Proceeds from stock rights issue and sale of shares to mi-
nority shareholders	1,262	-	-
Proceeds from loans issued	186	1,535	1,851
Dividends paid	-	(1,710)	-
Cash flow from financing activities	1,448	(175)	6,826
Net cash flow for the year Cash and bank at beginning of year	(68) 5,216	(3,083) 8,299	(1,320) 9,619
Cash and bank at end of year	5,148	5,216	8,299

Additional Information

Depreciation, amortization and impairment	3,541	9,205	7,043
Net profit from stock rights issue	(785)	-	-
	2,756	9,205	-
Interest received	253	242	700
Interest paid	(2,290)	(1,955)	(1,034)

Liquid assets
Cash and bank	5,148	4,209	5,611
Short term investments classified as liquid assets	-	1,007	2,688
Cash and bank	5,148	5,216	8,299

The classification above is done on the following basis:

- Small risk of fluctuation in valuation

- Can easily be converted into cash

- A term of maximum three months

The accompanying notes are an integral part of these financial statements.

5

Accounting principles and notes to the accounts

Amounts in SEK 000s unless stated otherwise

General accounting principles

The same accounting principles as for the previous year have been applied. The annual report has been prepared in accordance with the Annual Accounts Act and the general recommendations of Swedish Accounting Standards Board (“BFNAR”), except for BFNAR 2008:1 Financial statements in small limited liabilities companies (“Swedish GAAP”). If no guideline has been issued by the Swedish Accounting Standards Board, guidance has been taken from the standards issued by the Financial Accounting Standards Council.

Valuation principles, etc.

Assets, allocations and liabilities have been valued at historical cost unless stated otherwise below.

Revenue recognition

Revenue recognition is made in accordance with BFNAR 2003:3 Revenue. The company reports its revenue as the value of consideration received or to be received.

Compensation for services rendered is recognized as they are performed. Revenue not yet invoiced is reported under accrued income. Compensation for product sales are recorded at delivery. License revenue is distributed linearly over the contract period.

Interest, royalties and dividends are recognized when it is probable that the company will have the economic benefits associated with the transaction and that the income can be measured reliably. Interest income is recognized using the interest rate that provides a consistent return for the assets in question. Royalty revenue is accrued in accordance with the relevant agreement. Dividend is recognized when the shareholder's right to receive dividend is deemed secure.

Tax

The Company and Group apply the BFNAR 2001:1 Income tax. Total tax comprises current and deferred tax.

Taxes are reported in the income statement. Current tax is tax which will be paid or received in regard to the current year. This also includes the adjustment of current tax attributable to previous periods.

Deferred tax is calculated in accordance with the balance sheet method based on temporary differences between reported and fiscal values on assets and liabilities with the exception of tax losses which are not valued. The amount is calculated based on how the temporary differences are expected to be settled and with application of those tax rates and tax regulations that have been determined or instructed as of the balance sheet date. Temporary differences are not taken into consideration in consolidated goodwill and neither are differences attributable to investments in subsidiaries and associated companies that are not expected to be reverse in the foreseeable future.

Intangible assets

Capitalized software development costs

In the balance sheet the development costs for software in some subsidiaries are recorded as actual cost less amortization and impairment. All other costs are recorded in the income statement.

6

Tangible assets

Tangible fixed assets are reported as assets in the balance sheet when, based on availableinformation, it is likely that the future financial benefits that are associated with the holdings will be realisedby the group/company and when the acquisition value for the asset can be calculated in a reliable way.

Depreciation of tangible and amortization of intangible fixed assets

Depreciation is based on the historical cost less any calculated residual value. Depreciation is calculated on a straight-line basis over the assets useful life.

The following useful lives are used:

Tangible fixed assets:

- Leasehold improvements 20%

- Equipment 20%

- Goodwill 20%

Impairment

At each reporting period it is analysed whether there is any indication of impairment of the assets. If so is the case the estimated recoverable amount is calculated which is the higher of net realizable value and value in use. Value in use is calculated based on the estimated future cash flows the asset is expected to generate. If the book value of the asset exceeds the recoverable amount of the asset it is reduced down to the last value.

Leasing - lessee

The Swedish Accounting Standards Board's general recommendation, BFNAR 2000:4, is applied and all leasing agreements are reported as operating leases.

Receivables

Accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable are stated net of an allowance for doubtful accounts. The allowance for doubtful accounts is based on an individual assessment of the receivable considering factors such as the age of the amounts due, historical experience of collection and other factors which may affect the customers’ ability to pay.

Accounts payable

Accounts payable are short-term and are valued at nominal value.

Receivables and liabilities in foreign currency

Receivables and liabilities in foreign currencies have been translated to exchange rates prevailing on the balance sheet day in accordance with the Swedish Financial Accounting Standards Council's recommendation no. 8. Exchange rate differences on operating receivables and liabilities are included in the operating profit/loss, while differences in financial receivables and liabilities are reported as financial items.

For those cases when receivables or payables in foreign currency have been hedged, the receivables or payables have been translated using the rate in the hedging instrument. The group has no outstanding derivatives as of the balance sheet dates.

7

Foreign currency

The Swedish krona is the functional currency of Hego AB and also the presentation currency of the consolidated accounts. The assets and liabilities of foreign subsidiaries are translated to Swedish kronor at the exchange rates prevailing on the balance sheet date. The income and expenses are translated at average exchange rates which approximate the exchange rate for the respective transaction. The differences arising on the translation of the financial statements of a foreign subsidiary are recognized directly in equity.

Cash and cash equivalents

Cash and cash equivalents include cash, immediately available bank balances and other money market instruments with maturities of three months or less. These items are generally valued at amortized cost.

Provisions

A provision is recognized in the balance sheet when the company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made.

Consolidated accounting

The consolidated accounts have been prepared in accordance with the Swedish Accounting Standards Board’s recommendation RR1:00.

Basis of consolidation

Subsidiaries are companies in which the parent company directly or indirectly holds more than 50% of the voting rights, or in another way has a deciding influence over the operation and finances of the company.

Subsidiaries are normally reported in accordance with the acquisition method. The acquisition method means that an acquisition of a subsidiary is considered to be a transaction whereby the parent company indirectly acquires the subsidiary’s assets and takes over its liabilities. From the date of the acquisition, the acquired company’s income and costs, identifiable assets and liabilities as well as possible goodwill or negative goodwill are included in the consolidated accounts.

Goodwill

Group goodwill arises when the acquisition value, for the acquisition of shares in subsidiariesexceeds the fair value of the acquired company's identifiable net assets. Goodwill is reported at the acquisition value with deductions for accumulated amortization and possible impairment.

8

Notes

Note 1 Net sales per operating branch and geographic market

01/01/2012- 31/12/2012 01/01/2011- 31/12/2011 01/01/2010- 31/12/2010

Net sales per country

Sweden	58,468	39,937	34,073
Finland	22,379	18,078	16,555
Norway	3,457	2,705	5,087
Czech Republic	7,442	7,679	8,098
Slovakia	1,230	1,238	2,117
Denmark	35	276	120
Great Britain	823	496	-
USA	6,461	-	-
	100,295	70,409	66,050

Revenue by type

Services	65,440	46,627	41,832
Products	25,241	13,875	15,055
Licenses	4,894	3,909	3,326
Others	4,720	5,998	5,837
	100,295	70,409	66,050

Note 2 Operating leases

01/01/2012- 31/12/2012 01/01/2011- 31/12/2011 01/01/2010- 31/12/2010

Assets that are used via operating leasing agreements
Leasing costs excluding rent for premises	1,216	757	556
Future leasing fees < 5 years excl. rent for premises	4,637	-	-

There are no future lease payments under non-cancellable leases exceeding 5 years.

Note 3 Employees and personnel costs

01/01/2012- 31/12/2012 01/01/2011- 31/12/2011 01/01/2010- 31/12/2010

Average number of employees

Men	84	54	47
Women	14	10	10
	98	64	57

Salaries, other remuneration and social costs

Board and Managing Director	6,411	3,894	4,836
Other employees	28,671	16,704	14,995
Total	35,082	20,598	19,831
Social fees	10,321	6,509	4,908
(of which pension costs)	2,887	1,498	1,370

Of the groups pension costs 449’ (2011: 320’, 2010: 422’) is attributable to corporate management. The group's outstanding pension obligations to these total SEK 0 (2011: 0, 2010: 0).

9

Note 4 Income taxes

	01/01/2012- 31/12/2012		01/01/2011- 31/12/2011		01/01/2010- 31/12/2010
Current tax charge		(766)		(545)		1,275
Deferred tax (charge) credit		(153)		1,495		187
		(919)		950		1,462

Tax losses of 5,553, 19 and 0 were utilized in 2012, 2011 and 2010 respectively and were primarily related to tax losses in Sweden and the UK. The group does not record deferred taxes benefits on tax losses. Unused tax losses amounted to 551, 5,866 and 0 as of December 31st 2012, 2011 and 2010 respectively.

Reconciliation of effective tax rate

	2012		2011		2010
Profit (Loss) before taxes		8,760		(13,306)		1,344
Income tax using the corporate tax rate for the Parent company	26.3%	(2,304)	26.3 %	3,499	26.3 %	(353)
Non-deductible expenses	0.2%	(20)	(4.8 %)	(639)	97.8 %	(1,314)
Standard interest on tax allocation reserves	-	-	(0.2 %)	(31)	2.2 %	(30)
International taxes and rate differentials	-	-	(0.3 %)	(36)	-	-
Effect of increase in valuation allowance for deferred tax assets	-	-	(11.0 %)	(1,463)	-	-
Tax loss carry forwards not recognized as deferred tax asset	(15.1 %)	1,323	-	-	-	-
Effect due to change in tax rate/ and tax regulations	(0.1 %)	9	-	-	-	-
Other	(0.8 %)	73	(1.5 %)	(381)	(17.5) %	236
Reported tax expense	10.5 %	(919)	3,9 %	950	108.8 %	(1,462)

Note 5 Capitalized software

2012 2011 2010

Accumulated acquisition value:

At beginning of year	1,727	1,508	1,197
New acquisitions	129	221	309
Translation differences for the year	21
	1,877	1,727	1,506

Accumulated amortization according to plan

At beginning of year	(1,389)	(1,100)	(835)
Amortization	(196)	(269)	(267)
Translation differences for the year	5	(20)	2
	(1,590)	(1,389)	(1,100)
Net value at year-end	287	338	406

10

Note 6 Goodwill

2012 2011 2010

Accumulated acquisition value:

At beginning of year	5,778	2,770	2,770
New acquisitions	344	3,008	-
Divestment / closure of business	(5)	-	-
	6,117	5,778	2,770

Accumulated amortization

At beginning of year	(2,826)	(2,330)	(2,081)
Amortisation	(808)	(496)	(249)
	(3,634)	(2,826)	(2,330)
Net value at year-end	2,483	2,952	440

In 2011, the Group acquired 100% of the business in Sportsground AB of which 49% were sold in 2012. The Group also acquired the remaining 35.6% of the shares in AKI Sports s.r.o, Czech in 2011 after which they were wholly owned. Goodwill acquired in 2012 relates to an acquisition made in Finland.

11

Note 7 Equipment, tools, fixtures and fittings

2012 2011 2010

Accumulated acquisition value:

At beginning of year	14,770	13,047	10,787
New acquisitions	5,615	1,723	2,376
Translation differences for the year	(61)	21	(471)
	20,385	14,770	13,047

Accumulated depreciation according to plan

At beginning of year	(11,007)	(9,458)	(8,087)
Depreciation	(2,134)	(1,538)	(1,581)
Translation differences for the year	(17)	(11)	(210)
	(13,158)	(11,007)	(9,458)

Net value at year-end 7,166 3,784 3,594

Note 8 Leasehold improvements

2012 2011 2010

Accumulated acquisition value:

At beginning of year	332	331	331
Translation differences for the year	(2)	1	-
	330	332	331

Accumulated depreciation

At beginning of year	(265)	(198)	(132)
Depreciation	(65)	(67)	(66)
	(330)	(265)	(198)

Net value at year-end - 66 133

Note 9 Investment in associated companies

2012 2011 2010

Accumulated acquisition value:

At beginning of year	-	-	6,335
Acquisitions	-	2,518	4,614
Impairment	-	(2,518)	(4,614)
Translation differences for the year	-	-	-
Net value at year-end	-	-	-

The group has accounted for investments in associated companies based on the equity method. The charge to earnings in 2011 also included a receivable totalling 4,950.

12

Note 10 Other long-term receivables

2012 2011 2010

Accumulated acquisition value:

At beginning of year	431	710	795
Additional receivables	315	12	19
Payments received	(236)	(5)	(82)
Reclassifications to current receivables	(162)	(286)	-
Exchange rate differences for the year	-	-	(22)
Net value at year-end	348	431	710

Note 11 Prepaid and accrued income /        accrued expenses and deferred income

31/12/2012 31/12/2011 31/12/2010

Prepaid expenses and accrued income

Prepaid expenses	2,127	1,395	1,063
Accrued income	4,567	1,283	746
Other items	-	-	372
	6,694	2,678	2,181

Accrued expenses and deferred income

Accrued salary costs	2,361	1,669	1,044
Prepaid income - agreement	1,206	1,132	865
Other items	1,995	4,774	3,123
	5,562	7,575	-9,458

13

Note 12 Equity

	Share equity	Restricted reserves	Non-restricted reserves	Total
Equity 2009-12-31	122	4,667	2,819	7,608
New share issue	-	4,975	-	4,975
Foreign currency translation adj.	-	-	(208)	(208)
Reclassification between restricted and non-restricted equity	-	(459)	459	-
Profit/loss for the year	-	-	(737)	(737)
Equity 2010-12-31	122	9,183	2,333	11,638
Equity 2010-12-31	122	9,183	2,333	11,638
New share issue	32	2,988	-	3,020
Dividends	-	-	(1,900)	(1,900)
Foreign currency translation adj.	-	-	(20)	-20
Reclassification between restricted and non-restricted equity	-	(12,151)	12,151	-
Profit/loss for the year	-	-	(12,385)	(12,385)
Equity 2011-12-31	154	20	180	354

Equity 2011-12-31	154	20	180	354
Dividends	-	-
Foreign currency translation adj.	-	-	(132)	(132)
Reclassification between restricted and non-restricted equity	-	165	(165)
Profit/loss for the year	-	-	7,728	7,728
Equity 2012-12-31	154	185	7,611	7,950

As of December 31, 2012 there were 1,539 shares issued and outstanding with a quotient of 100 SEK.

Note 13 Interest bearing borrowings

Short term 31/12/2012 31/12/2011 31/12/2010

Granted credit limit	(3,645)	(3,000)	(2,000)
Non-utilised portion	1,076	337	109
Utilised credit amount	(2,569)	(2,663)	(1,891)
Other bank loans	(1,169)	(-)	(-)
	(3,738)	(-)	(-)

Long term 31/12/2012 31/12/2011 31/12/2010

Amounts expected to paid after more than 12 months	949	1,823	1,060
Amounts expected to paid after more than 5 years	-	-	-
	949	1,823	1,060

14

Note 14 US GAAP Information

The accompanying consolidated financial statements have been prepared in accordance with Swedish GAAP which differs in certain significant respects from generally accepted accounting principles in the United States of America (US GAAP).

Those differences which have a significant effect on net income and shareholders’ equity are as follows:

a)   Business combinations and goodwill

In accounting for business combinations under Swedish GAAP, all of the value of consideration transferred in excess of the fair value of the assets and liabilities acquired have been classified as goodwill and is amortized over 5 years.

In accordance with US GAAP, the identifiable assets and liabilities acquired are measured at their fair values at the acquisition date including intangible assets other than goodwill such as software and customer relations. Goodwill is measured as a residual value and recognized as an asset. Goodwill and other intangible assets with an indefinite useful life are not amortized, but instead are subject to impairment testing at least annually.

Software and customer relations have been amortized under US GAAP based on a useful life of five years.

The increase in ownership of a subsidiary in 2011 was accounted for by increasing goodwill under Swedish GAAP. Under US GAAP, it would be accounted for as an equity transaction with an adjustment to the carrying amount of the non-controlling interest to reflect the change in ownership of the subsidiary. The difference in the fair value of the consideration paid and the change in the carrying amount of the non-controlling interests is recognized in equity attributable to the parent rather than as an increase in goodwill.

b)   Changes in ownership interest in subsidiaries

Changes in the ownership of two subsidiaries in 2012 through a rights issue and sale of shares to unrelated parties creating non-controlling interests have been accounted for in current earnings as other income under Swedish GAAP. Under US GAAP, it would be accounted for as an equity transaction with an adjustment to the carrying amount of the no controlling interest to reflect the change in ownership of the subsidiary. The difference in the fair value of the consideration received and the change in the carrying amount of the non-controlling interests is recognized in equity. No adjustment to equity is required for US GAAP.

c)   Capitalized software development costs

Under Swedish GAAP, certain costs incurred for software development in a subsidiary have been capitalized and are amortized over a useful life of five years. These costs are for software in the post implementation/operation stage. Under US GAAP, costs incurred for internal use-software that is acquired, internally developed or modified solely to meet the entity’s internal needs are capitalized depending on the stage of development.

Costs incurred during the post-implementation/operation stage are expensed as incurred.

d)   Income taxes

Under Swedish GAAP, deferred taxes arecalculated based on certain temporarydifferencesbut not on unused tax loss carry forward. Under US GAAP, deferred tax is recognized for the estimated future tax effects of temporary differences and unused tax losses carried forward.

Additionally all deferred tax assets arerecognized and a valuation allowance is recognized to the extent that it is more likely than not that the deferred tax assets will not be usable.

15

Note 14 Continued

e)   Leases

Under Swedish GAAP, all leases have been accounted for as operating leases with lease payments being recognized in current earnings as they fall due.

Under US GAAP, a lease is classified as a capital (finance) lease or an operating lease. The classification depends on whether substantially all of the risks and rewards incidental to ownership of the leased asset have been transferred from the lessor to the lessee. At the commencement of a capital lease, the leased asset and leased liability are recognized. The asset under a capital lease is depreciated in accordance with the depreciation policy used for comparable owned assets. The lease liability is amortized over the period of the lease by allocating lease payments to principle and interest.

f)   Accounting for associated companies

Under Swedish GAAP, the equity method of accounting is used for the investment in an associated company and the proportionate share of losses are recorded as a reduction in the investment in the associated company but not loans or other receivables.

Under US GAAP, the investors proportionate share of losses would also be recorded as a reduction in loans and other advances after the capital stock investment has been reduced to zero.

The following is a summary of the significant adjustments to net income (loss) and shareholders’ equity that would be required if US GAAP were to be applied instead of Swedish GAAP:

For the years ended December 31
2012	2011	2010

Net income (loss) under Swedish GAAP	7,728	(12,385)	(737)
Business combinations and goodwill (a)	683	268	146
Changes in ownership interest in subsidiaries (b)	(785)	-	-
Software development costs (c)	51	68	(44)
Leases (e)	225	(21)	66
Accounting for associated companies (f)	-	(560)	1,470
Income taxes (d)	(1,323)	1,463	12
Tax effect of US GAAP adjustments	(68)	(7)	(9)
Net income (loss) under US GAAP	6,510	(11,175)	904

16

Note 14 Continued

2012 2011 2010

Shareholders’ equity under Swedish GAAP	7,950	354	11,639
Business combinations and goodwill (a)	36	(650)	839
Development costs (c)	(287)	(338)	(406)
Income taxes (d)	152	1,475	12
Leases (e)	270	45	66
Accounting for associated companies (f)	-	-	560
Tax effect of US GAAP adjustments	(16)	53	60
Shareholders’ equity under US GAAP	8,106	938	12,769

US GAAP requires that other comprehensive income is disclosed separately in the financial statements which are not required under Swedish GAAP. The following table presents other comprehensive income separately based on Swedish GAAP.In Swedish GAAP, the amounts are included in non-restricted reserves.

Other comprehensive income

Opening balance January 1, 2010 (128)

Foreign currency translation adjustment 2010 (208)

Closing balance December 31, 2010 (336)

Foreign currency translation adjustment 2011 (20)

Closing balance December 31, 2011 (356)

Foreign currency translation adjustment 2012 (132)

Closing balance December 31, 2012 (488)

17

Note 14 Continued

Financial statement presentation in accordance with US GAAP

The accompanying consolidated financial statements are presented in accordance with Swedish GAAP which differs in certain respects as to the presentation which would be commonly applied by entities reporting in accordance with US GAAP.

The consolidated financial statements of Hego AB are presented in Swedish kronor (“SEK”). In preparing the translation of the Swedish kronor to the U.S. dollar as the reporting currency, the assets and liabilities have been translated from Swedish kronor to U.S. dollar (USD) at the exchange rate prevailing on December 31, 2012. The income and expenses are translated at average exchange rates which approximates the exchange rate for the respective transaction. The exchange differences arising on the translation are recognized directly in equity. The translation to USD in the tables below has been performed using the Swedish Central Bank’s exchange rates. The exchange rates used were 6.5156 SEK/USD for December 31, 2012, and the average rate for 2012 was 6.7754 SEK/USD.

The following table present the assets, liabilities and shareholders’ equity as reclassified and presented under a typical US GAAP format. In addition to the revised presentation, the significant US GAAP adjustments noted above have been included to illustrate the balance sheet as it would be presented under US GAAP.

Balance sheet

	Swedish kronor			US dollar
As of December 31, 2012	Revised presentation based on Swedish GAAP	US GAAP Adjustments	Balance sheet in accordance with US GAAP	Balance sheet in accordance with US GAAP
Assets
Cash and cash equivalents	5,148	-	5,148	790
Accounts receivable, net	11,132	-	11,132	1,709
Inventories, net	5	-	5	1
Other receivables	1,376	-	1,376	211
Prepaid expenses and other current assets	6,694	-	6,694	1,027
Total current assets	24,355	-	24,355	3,738
Property and equipment, net	7,166	-	7,166	1,100
Assets held under capital lease	-	4,019	4,019	617
Intangible assets, net	287	(287)	-	-
Goodwill	2,483	36	2,519	387
Deferred taxes	109	136	245	36
Other assets	355	-	355	54
Total non-current assets	10,400	3,904	14,304	2,195
TOTAL ASSETS	34,755	3,904	38,659	5,932
Liabilities and Shareholders’ equity
Accounts payable	6,631	-	6,631	1,018
Deferred revenue and accrued expenses	5,751	-	5,751	883
Due to associated companies	4,458	-	4,458	684
Taxes payable	595	-	595	91
Current portion of bank loan	3,738	-	3,738	572
Current portion of capital lease obligations	-	1,377	1,377	211
Other current liabilities	3,206	-	3,206	492
Total current liabilities	24,379	1,377	25,756	3,951

18

Note 14 Continued

Deferred taxes	58	-	58	9
Noncurrent bank loans	949	-	949	145
Non-current portion of capital lease obligations	-	2,372	2,372	364
Total liabilities	25,386	3,749	29,135	4,469
Share capital	154	-	154	24
Other paid in capital	8,931	-	8,931	1,371
Other comprehensive income	(488)		(488)	(74)
Retained earnings	(647)	155	(492)	(77)
Non-controlling interest	1,419	-	1,419	218
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	34,755	3,904	38,659	5,932

19

Note 14 Continued

The primary difference in the presentation under US GAAP of the income statements relates to the classification of expenses by function rather than nature which have been adopted for Swedish GAAP.

The following table presents the income and expenses as reclassified and presented under a typical US GAAP format. In addition to the revised presentation, the significant US GAAP adjustments noted above have been included to illustrate the income statement as it would be presented under US GAAP.

Income statement

	Swedish kronor			US dollar
For the year ended December 31, 2012	Revised presentation based on Swedish GAAP	US GAAP Adjustments	Income     statement in accordance   with US GAAP	Income    statement in accordance with US GAAP
- Total revenues	100,295	-	100,295	14,802
- Cost of sales	(48,991)	-	(48,991)	(7,231)
Gross profit	51,304	-	51,304	7,572
Operating expenses
- Selling, general and administrative	(21,227)	1,140	(20,087)	(2,965)
- Research and development	(22,596)	51	(22,545)	(3,327)
Total operating expenses	(43,823)	1,191	(42,632)	(6,292)
Operating income (loss)	7,481	1,191	8,672	1,279
- Other income	3,316	(785)	2,531	373
- Interest income	253	-	253	37
- Interest expense	(2,290)	(232)	(2,522)	(372)
Income (loss) before taxes	8,760	174	8,934	1,319
- Income tax benefit (expense), net	(919)	(1,391)	(2,310)	(341)
- Minority share of profit for the year	(113)	-	(113)	(17)
Net income (loss)	7,728	(1,217)	6,510	960

The following table presents the cash flows as reclassified and presented under a typical US GAAP format.

In addition the revised presentation, the significant US GAAP adjustments noted above have been included to illustrate the cash flows as they would be presented under US GAAP.

20

Note 14 Continued

Consolidated statement of cash flows

	Swedish kronor			US dollar
2012	Revised presentation based on Swedish GAAP	US GAAP Adjustments	Cash flow in accordance with US GAAP	Cash flow in accordance   with US GAAP in USD
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit (loss)	7,728	(1,217)	6,510	960
Non-controlling interest share	113	-	113	17
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
- Depreciation and amortization	2,756	963	3,719	549
- Deferred income tax expense	153	1,391	1,544	228
Changes in operating assets and liabilities:
- Accounts receivable	(1,264)	-	(1,264)	(187)
- Inventories	71	-	71	10
- VAT and other receivables	(175)	-	(175)	(26)
- Prepaid expenses and other assets	(4,016)	-	(4,016)	(593)
- Accounts payable and accrued expenses	(1,858)	-	(1,858)	(274)
- Deferred revenue and accrued expense	74	-	74	11
- Other liabilities	968	-	968	145
Net cash (used in) provided by operating activities	4,550		5,686	840
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on capital lease obligations	-	(1,137)	(1,137)	(168)
Acquisition of property and equipment	(6,088)	-	(6,088)	(896)
Investments in other non-current assets	22	-	22	3
Net cash used in investing activities	(6,066)	(1,137)	(7,203)	(1,061)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans issued	186	-	186	27
Proceeds from stocks rights issues to non-
controlling shareholders	1,262	-	1,262	186
Net cash used in financing activities	1,448	-	1,448	213
Change in cash and cash equivalents	(68)	-	(68)	(10)
Cash and cash equivalents at beginning of year	5,216	-	5,216	770
Exchange rate effect in cash				30
Cash and cash equivalents at end of year	5,148	-	5,148	760
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	2,290	232	2,522	372
Taxes paid	1,488	-	1,488	220

21

EX-99.2

Exhibit 99.2

For Immediate Release

Merger of Chyron and Hego AB Completed, Forming ChyronHego

The Combined Company Creates New Global Powerhouse in Broadcast Graphics Creation, Playout and Real-time Data Visualization

MELVILLE, N.Y. — May 23, 2013 — Chyron Corporation (NASDAQ: CHYR), a leading provider of Graphics as a Service for on-air and digital video applications, today announced that its merger with Hego AB has been finalized, creating ChyronHego Corporation. The companies combined in a cash and stock-for-stock transaction on May 22, 2013. The combined company, headquartered in Melville, N.Y., will continue to trade on the NASDAQ under the symbol "CHYR."

"This is a very exciting day for both companies, as two industry pioneers join forces to create ChyronHego," said Michael Wellesley-Wesley, chief executive officer at ChyronHego. "The merger of Chyron and Hego brings together our two companies to form a global leader in broadcast graphics creation, playout, and real-time data visualization. This is a truly transformative transaction for Chyron and Hego. By uniting the teams and resources of both companies, we will deliver to our customers a highly diverse and compelling broadcast graphics capability. With a seasoned leadership team in place, we look forward to realizing the benefits of this combination quickly and seamlessly while working toward the long-term success of our new organization. We believe that we are well positioned to accelerate earnings growth for our shareholders, enhance our capabilities for customers and multiply opportunities for our employees."

“With this merger, we are looking forward to integrating Hego and Chyron solutions and working together to innovate new products and services,” said Johan Apel, president and chief operating officer at ChyronHego, previously chairman and CEO at Hego AB. “Our objective is to develop powerful, easy-to-use solutions for sports, news and live TV. We expect this merger to take us to a whole new level, especially in North and South America where our sports offerings have been generating significant interest. We’re excited about this combined company and I believe that our customers are the real beneficiaries.”

Under the terms of the agreement, Hego AB shareholders received a total of 12,199,431 shares of Chyron common stock and $1,000 in cash in exchange for all of Hego’s outstanding capital stock. Following the transaction, Hego AB shareholders own approximately 40 percent of the combined company, and Chyron shareholders own approximately 60 percent.

In addition, upon the achievement of certain revenue milestones during 2013, 2014 and/or 2015, Hego’s shareholders will also be entitled to receive additional shares of Chyron common stock such that the total number of shares of Chyron common stock issued in the transaction is equal to 50% of the aggregate shares of Chyron common stock outstanding, including certain outstanding options, after the closing.

About ChyronHego

ChyronHego (NASDAQ: CHYR) is a global leader in broadcast graphics creation, playout and real-time data visualization with a comprehensive range of products and services for live television, news and sports production. ChyronHego’s end-to-end graphics offerings include hosted services for graphics creation and order management, on-air graphics systems, clip servers, social media and second screen applications, channel branding, graphics asset management, virtual and touch graphics, telestration, and 3D player tracking. Headquartered in Melville, N.Y., the company also has offices in the Czech Republic, Denmark, Finland, Germany, Mexico, Norway, Singapore, Slovak Republic, Sweden and the United Kingdom. More information about ChyronHego products and services is available at www.chyronhego.com. Click here for the company’s investor relations information.

Special Note Regarding Forward-looking Statements

This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to:  (i) our expectation that the combination of Chyron and Hego will form a global leader in broadcast graphics creation, playout and real-time data visualization, (ii) our belief that the combination of the two companies is a transformative transaction that will permit us to deliver a highly diverse and compelling broadcast graphics capability to our customers, (iii) our belief that with the combination of the companies, we are well positioned to accelerate earnings growth, enhance our capabilities for customers and multiply opportunities for our employees, and (iv) our expectation that the combination will take us to a whole new level, especially in North and South America, where we believe our sports offerings have been generating significant interest. These forward-looking statements are based on management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: current and future economic conditions that may adversely affect our business and customers; potential fluctuation of our revenues and profitability from period to period which could result in our failure to meet expectations; our ability to integrate the operations of Chyron and Hego successfully and in a timely manner; our ability to maintain adequate levels of working capital; our ability to successfully maintain the level of operating costs; our ability to obtain financing for our future needs should there be a need; our ability to incentivize and retain our current senior management team and continue to attract and retain qualified scientific, technical and business personnel; our ability to expand our Axis online graphics creation solution or to develop other new products and services; our ability to generate sales and profits from our Axis online graphics services, workflow and asset management solutions; rapid technological changes and new technologies that could render certain of our products and services to be obsolete; competitors with significantly greater financial resources; introduction of new products and services by competitors; challenges associated with expansion into new markets; failure to stay in compliance with all applicable NASDAQ requirements could result in NASDAQ delisting our common stock; and, other factors discussed under the heading "Risk Factors" contained in Item 1A in our Annual Report on Form 10-K for the year

ended December 31, 2012, which has been filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time. All information in this press release is as of the date of the release and we undertake no duty to update this information unless required by law.

All trademarks and registered trademarks mentioned herein are the property of their respective owners.

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Contact:

Chyron Investor Relations

Tel: (631) 845-2000, press 7

Email: IRelations@chyron.com

Source: ChyronHego

Copyright 2013 Chyron Corporation