New York
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11-2117385
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5 Hub Drive
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Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if smaller reporting company)
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Smaller reporting company [X]
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Title of
securities to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock, $.01 par value
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3,000,000 | $ | 1.525 | $ | 4,575,000 | $ | 624.03 |
(1)
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The number of shares of common stock, par value $.01 per share ("Common Stock"), stated above consists of the aggregate number of additional shares not previously registered which may be issued under the Chyron Corporation 2008 Long-Term Incentive Plan, as amended on May 19, 2010 (the "Plan"). The maximum number of shares which may be sold under the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.
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(2)
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This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices per share of the Common Stock on The NASDAQ Global Market as of a date (July 18, 2013) within five business days prior to filing this Registration Statement.
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4.1.1
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Restated Certificate of Incorporation filed with the State of New York on December 27, 1991 (previously filed as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991 (File No. 000-05110) and incorporated herein by reference).
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4.1.2
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on February 7, 1997 (previously filed as Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 001-09014) and incorporated herein by reference).
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4.1.3
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on September 19, 2007 (previously filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed with the Commission on September 24, 2007 (File No. 000-05110) and incorporated herein by reference).
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4.1.4
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 29, 2013 (File No. 001-09014) and incorporated herein by reference).
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4.2
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Amended and Restated By-Laws (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on March 12, 2013 (File No. 001-09014) and incorporated herein by reference).
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5.1*
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered.
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23.1*
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Consent of Independent Registered Public Accounting Firm (BDO USA, LLP).
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23.2*
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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24.1
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Powers of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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99.1
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Chyron Corporation 2008 Long-Term Incentive Plan, as amended (filed as Annex G to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 17, 2013 and incorporated herein by reference).
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
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(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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Provided, however, that
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(A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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CHYRONHEGO CORPORATION
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By:
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/s/ Jerry Kieliszak
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Jerry Kieliszak
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SVP & Chief Financial Officer
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Signature
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Title
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Date
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/s/ Michael Wellesley-Wesley
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Chief Executive Officer and Director
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July 24, 2013
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Michael Wellesley-Wesley
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(principal executive officer)
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/s/ Jerry Kieliszak
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Senior Vice President and Chief Financial
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July 24, 2013
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Jerry Kieliszak
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Officer
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(principal financial officer)
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/s/ Roger L. Ogden
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Chairman of the Board
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July 24, 2013
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Roger L. Ogden
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/s/ Johan Apel
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President, Chief Operating Officer and Director
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July 24, 2013
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Johan Apel
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/s/ Susan Clark-Johnson
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Director
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July 24, 2013
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Susan Clark-Johnson
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/s/ Peter F. Frey
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Director
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July 24, 2013
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Peter F. Frey
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/s/ Christopher R. Kelly
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Director
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July 24, 2013
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Christopher R. Kelly
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/s/ Robert A. Rayne
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Director
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July 24, 2013
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Robert A. Rayne
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/s/ Henrik Sundberg
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Director
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July 24, 2013
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Henrik Sundberg
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/s/ Michael C. Wheeler
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Director
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July 24, 2013
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Michael C. Wheeler
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/s/ Dawn R. Johnston
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Corporate Controller
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July 24, 2013
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Dawn R. Johnston
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(principal accounting officer)
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Exhibit
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Number
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Description
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4.1.1
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Restated Certificate of Incorporation filed with the State of New York on December 27, 1991 (previously filed as Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991 (File No. 000-05110) and incorporated herein by reference).
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4.1.2
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on February 7, 1997 (previously filed as Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 001-09014) and incorporated herein by reference).
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4.1.3
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York on September 19, 2007 (previously filed as Exhibit 3(i) to the Registrant's Current Report on Form 8-K filed with the Commission on September 24, 2007 (File No. 000-05110) and incorporated herein by reference).
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4.1.4
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Certificate of Amendment of the Restated Certificate of Incorporation filed with the State of New York (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 29, 2013 (File No. 001-09014) and incorporated herein by reference).
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4.2
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Amended and Restated By-Laws (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on March 12, 2013 (File No. 001-09014) and incorporated herein by reference).
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5.1*
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered.
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23.1*
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Consent of Independent Registered Public Accounting Firm (BDO USA, LLP).
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23.2*
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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24.1
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Powers of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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99.1
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Chyron Corporation 2008 Long-Term Incentive Plan, as amended (filed as Annex G to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 17, 2013 and incorporated herein by reference).
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Mintz Levin
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One Financial Center
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com
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Very truly yours,
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/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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19966648v.1
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