-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GgSxU51wHQssAtnTZ/Mtg/eSyYIC/Fs92nN9wvh/OhQ67bkF+k57AN5DLwbCdliK hlKY/alMs7qqgTeZqdgcZg== 0000020232-95-000009.txt : 19950531 0000020232-95-000009.hdr.sgml : 19950531 ACCESSION NUMBER: 0000020232-95-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950515 ITEM INFORMATION: Resignations of registrant's directors FILED AS OF DATE: 19950530 SROS: NONE 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: 95543334 BUSINESS ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168452000 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 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 15, 1995 CHYRON CORPORATION (Exact name of registrant as specified in its charter) New York 1-9014 11-2117385 (State or other (Commission (J.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 5 Hub Drive Melville, New York 11747 (516) 845-2000 (Address and zip code of principal executive officers and Registrant's telephone including zip code) Not Applicable (Former name or former address, if changed since last report) Page 1 of 6 Exhibits Index is on Page 6 Chyron Corporation Commission File No. 1-9014 Form 8-K Item 1. Changes in Control of Registrant (a) Not Applicable (b) Currently, Sepa Technologies Ltd. Co. hereinafter "Sepa") owns 14,000,000 shares of Common Stock, par value $0.01 per share, (hereinafter "Common Stock") of Chyron Corporation (hereinafter "Registrant"). In addition, Sepa owns all of the issued and outstanding shares of stock of Pesa Electronica, S.A. a Spanish corporation, which in turns owns all of the issued and outstanding shares of stock of Pesa, Inc. a Delaware corporation (hereinafter "Pesa"). Pesa owns 59,414,732 shares of Common Stock, over which Sepa has ultimate voting and investment control. As of May 2, 1995, there are issued and outstanding 87,460,479 shares of Common Stock. Accordingly, Sepa in the aggregate beneficially owns 73,914,732 of these issued and outstanding shares, comprising approximately 84% of the issued and outstanding shares of Common Stock of the Registrant. On May 15, 1995, the Registrant received a copy of the Second Amendment to the Schedule 13D of Sepa, dated May 11, 1995 and filed on May 15, 1995 with the U.S. Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended (hereinafter "Sepa Amended Schedule 13D"). Pursuant thereto, the Registrant learned that on May 11 and May 12, 1995, Pesa and Sepa, respectively, each executed an agreement in principle (hereinafter collectively "Agreements in Principles") pursuant to which Pesa would sell to the MWW Group or an affiliate thereof 59,414,732 shares of Common Stock, and Sepa would sell to the MWW Group or an affiliate thereof 5,000,000 shares of Common Stock (hereinafter collectively "Transactions"). Total consideration would equal $32,367,071 payable in cash and notes. The Transactions would be contingent upon, among other things, (i) the negotiation, execution, delivery and closing of stock purchase agreements, and (ii) the receipt of any governmental, judicial and corporate approvals of the parties. Copies of the Agreement in Principle are attached as Exhibits 1 and 2 to the Sepa Amendment Schedule 13D and are incorporated herein by reference. Page 2 of 6 Chyron Corporation Commission File No. 1-9014 Form 8-K In the event that the Transaction were to close pursuant to the Agreements in Principle, the Registrant believes that (i) Sepa would in the aggregate beneficially own 9,000,000 shares of Common Stock, all of which would be directly owned by Sepa and none by Pesa and which would comprise approximately 10.3% of the issued and outstanding shares of Common Stock, and (ii) The MWW Group (and/or its affiliates collectively) would own 64,614,732 shares of Common Stock, which would comprise approximately 73.7% of the issued and outstanding shares of Common Stock. In the event that the Transactions were to close pursuant to the Agreements in Principle, Sepa and Pesa anticipate that The MWW Group would obtain control of the Registrant's board of directors. Pursuant to the Agreements in Principle, a condition to closing the Transactions would be Sepa's agreement to vote its remaining 9,000,000 shares of Common Stock at the direction of The MWW Group so long as Sepa owns said shares. Pursuant to the Agreements in Principle, a condition to closing the Transactions would be Sepa's agreement to give The MWW Group a right of first refusal with regard to any future sale of the remaining 9,000,000 shares of Common Stock beneficially owned by Sepa. Item 2. Acquisition or Disposition of Assets Not applicable. Item 3. Bankruptcy or Receivership Not applicable. Item 4. Changes in Registrant's Certifying Accountant Not applicable. Page 3 of 6 Chyron Corporation Commission File No. 1-9014 Form 8-K Item 5. Other Events Not applicable. Item 6. Resignations of Registrant's Directors Not applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired Not applicable (b) Pro Forma Financial Information Not applicable. (c) Exhibits The following exhibits are being filed as parts of this report: Exhibit 2(a) - Letter issued by The MWW Group to Pesa,Inc., dated May 11, 1995 incorporated byreference to Exhibit 1 to the Second Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 11, 1995 and filed May 15, 1995. Exhibit 2(b) - Letter issued by The MWW Group to Sepa Technologies Ltd., Co., dated May 12, 1995, incorporated by reference to Exhibit 2 to the Second Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 11, 1995 and filed May 15, 1995. Item 8. Change in Fiscal Year Not applicable. Page 4 of 6 Chyron Corporation Commission File No. 1-9014 Form 8-K SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHYRON CORPORATION (Registrant) Date: By: Mark C. Gray President and Chief Operating Officer Page 5 of 6 Chyron Corporation Commission File No. 1-9014 Form 8-K EXHIBIT INDEX DOCUMENT Page Exhibits: Exhibit 2(a) Letter issued by The MWW Group to Pesa, Inc., dated May 11, 1995, incorporated by reference to Exhibit 1 to the Second Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 11, 1995 and filed May 15, 1995 ....................................................... ............. *** Exhibit 2(b) Letter issued by The MWW Group to Sepa Technologies Ltd., Co., dated May 12, 1995, incorporated by reference to Exhibit 2 to the Second Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 11, 1995 and filed May 15, 1995 ....................................................... ....... *** Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----