-----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, AHG/KsM1GK6mEdBAVTSVp6NrtxDwF17sRKr12quUtNJdoZFHfwxl5vYdKZk/Lvwy HufzREDXSF43SQzGBhh3UQ== 0000020232-95-000011.txt : 19950612 0000020232-95-000011.hdr.sgml : 19950612 ACCESSION NUMBER: 0000020232-95-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950526 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950609 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: 95546318 BUSINESS ADDRESS: STREET 1: 5 HUB DR 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, 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 26,1995 CHYRON CORPORATION (Exact name of registrant as specified in its charter) New York 1-9014 11-2117385 (State or other (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 5 Hub Drive Melville, New York 11747 (516) 845-2000 (Address and zip code of principal executive offices and Registrant's telephone including zip code) Not Applicable (Former name or former address, if changed since last report) Page 1 of 10 Exhibits Index is on Page 10 Chyron Corporation Commission File No. 1-9014 Form 8-K Item 1. Changes in Control of Registrant (a) Not applicable. (b) As of May 25, 1995, 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 turn 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 1995, there are issued and outstanding 87,460,479 shares of Common Stock. Accordingly, as of May 25, 1995 Sepa in the aggregate beneficially owns 73,414,732 of these issued and outstanding shares, comprising approximately 84% of the issued and outstanding shares of Common Stock of the Registrant. Pursuant to the agreements in principle executed by Pesa and Sepa with the MWW Group on May 11 and May 12, 1995, Pesa and Sepa each separately executed on May 27, 1995 a Stock Purchase Agreement(hereinafter collectively "Stock Purchase Agreements") pursuant to which (i) Pesa on May 26th sold 10,000,000 shares of Common Stock to CC Acquisition Company A, L.L.C. (an affiliate of the MWW Group)(hereinafter "Acquisition Company A"), and (ii) at the closing thereof Pesa and Sepa in the aggregate will sell an additional 25,000,000 shares of Common Stock to Acquisition Company A and 29,414,732 shares of Common Stock to CC Acquisition Company B, L.L.C. (an affiliate of MWW Group) (hereinafter "Acquisition Company B"). Total consideration will amount to Page 2 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K $32,319,071.36, payable in part in cash and in part in installments over a 47-month period. The sole remedy for failure to make an installment payment is the return to Pesa of those shares of Common Stock relating to such payment. Copies of the Stock Purchase Agreements are attached as Exhibits 1 and 2, respectively, to the Third Amendment of Schedule 13D of Sepa Technologies, Ltd., Co., dated May 26, 1995 and filed June 1, 1995, and are incorporated herein by reference. Immediately prior to execution of the Stock Purchase Agreements, the Board of Directors of the Registrant unanimously approved the Stock Purchase Agreements and elected Michael Wellesley-Wesley, Vice President of Acquisition Company A and of Acquisition Company B, as a member of the Board. The Stock Purchase Agreements provided that until the "Release Time" (as that term is defined therein), Sepa and Pesa must vote their shares of Common Stock against (i) any merger, consolidation, reorganization, other business combination or capitalization involving the Registrant, (ii) any sale of assets of the Registrant,(iii) any stock split, stock dividend or reverse stock split relating to any class or series of the Registrant's stock, (iv) any issuance of any shares of capital stock of the Registrant, any option, warrant or other right calling for the issuance of any such shares of capital stock or any security convertible into or exchangeable for any such shares of capital stock, (v) any authorization of any other class or series of stock of the Registrant, (vi) the amendment of the certificate of incorporation (or other charter document) on the by-laws of the Registrant, or (vii) any other proposition the effect which may be to prohibit, Page 3 of 10 restrict, or delay materially the consummation of any of the transactions contemplated by the Stock Purchase Agreements or to impair materially the consummation of any of the transactions contemplated by the Stock Purchase Agreements or to impair materially the contemplated benefits to Acquisition Company A and Acquisition Company B of the transactions contemplated by the Stock Purchase Agreements. Furthermore, the Stock Purchase Agreements provide that until the Release Time, Sepa and Pesa must use their best efforts to prevent the Registrant from granting any stock options under the Chyron Corporation 1995 Long-Term Incentive Plan. The term "Release Time" is defined to mean the earlier to occur of (i) closing of the Stock Purchase Agreements, (ii) the rightful termination of the Stock Purchase Agreements by Sepa and Pesa,(iii) the abandonment of the Stock Purchase Agreements by the parties, or (iv) September 30, 1995. Closing on the Stock Purchase Agreements is contingent upon, among other things, (i) the receipt of the requisite governmental, judicial, corporate and third-person approvals, and (ii) the resignation of Sepa's and Pesa's representatives on the Board of Directors of the Registrant and the election thereto of Acquisition Company A's and Acquisition B's representatives, thereby resulting in their obtaining control of the Board. Closing is scheduled to take place on or before July 17, 1995, or at such other time or date as the parties may mutually agree, but in no event later than September 30, 1995. Page 4 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K In the event that the Stock Purchase Agreements were to close, (i) Acquisition Company A, and Acquisition Company B would in the aggregate own 64,414,732 shares of Common Stock, which would represent approximately 73.6% of the issued and outstanding shares of Common Stock; (ii) Sepa would own 9,000,000 shares of Common Stock, which would represent approximately 10.3%; and (iii) Pesa would own no shares of Common Stock. Furthermore, the Sepa Stock Purchase Agreement provides that upon closing, (i) Sepa will agree to vote its remaining 9,000,000 shares of Common Stock in accordance with the direction of Acquisition Company A and in furtherance thereof will deliver at the closing to Acquisition Company A its proxy relating to the voting of such Common Stock; and (ii) Sepa will agree not to sell or otherwise dispose of its remaining 9,000,000 shares of Common Stock except (A) to an "Affiliate" of Sepa (as that term is defined in the Stock Purchase Agreement), (B) subject to Acquisition Company A's right of first refusal, or (C) pursuant to certain permitted sales under Rule 144 promulgated under the Securities Act of 1933, as amended, provided that Sepa may not make any such Rule 144 sales during the two-year period following the closing and further provided that the annual aggregate amount of shares sold by Sepa pursuant to Rule 144 does not exceed 500,000 shares. Item 2. Acquisition or Disposition of Assets Not applicable. Page 5 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K Item 3. Bankruptcy or Receivership Not applicable. Item 4. Changes in Registrant's Certifying Accountant Not applicable. Item 5. Other Events The Sepa Stock Purchase Agreement provides that (a) Acquisition Company A will not take any action to cancel the Management Agreement between Sepa and the Registrant prior to December 31, 1997, (b) the management fees payable thereunder will be subject to an annual limit of $1.5 million, and (c) the parties will negotiate in good faith the modification of certain terms of said agreement in order to provide for the deferral of payments (upon payment of interest thereon) to Sepa thereunder in light of the cash flow of the Registrant. The Pesa Stock Purchase Agreement further provides that the Registrant and Acquisition Company A will enter into a registration rights agreement with regard to the 10,000,000 shares acquired by Acquisition Company A on May 26, 1995. This agreement provides, among other things, for one demand registration right and unlimited piggy-back registration rights with regard to said shares if the Stock Purchase Agreements were not to close or if certain registration rights held by Pesa with regard to 10,000,000 of its remaining shares of Common Stock are not transferred to Acquisition Company A. The Registrant executed such agreement on May 26, 1995. A copy of this agreement is attached as Exhibit C to the Schedule 13D of CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., Allan R. Tessler and Michael Wellesley-Wesley, dated May 26, 1995 and filed June 2, 1995, and is incorporated herein by reference. Item 6. Registrations of Registrant's Directors Not applicable. Page 6 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K 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 part of this report: Exhibit 2(a) - Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., and Pesa, Inc., dated May 26, 1995, incorporated by reference to Exhibit 1 to the Third Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 26, 1995 and filed June 1, 1995. Exhibit 2(b) - Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., Sepa Technologies Ltd., Co., and John A. Servizio, dated May 26, 1995, incorporated by reference to Exhibit 2 to the Third Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 26, 1995 and filed June 1, 1995. Page 7 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K Exhibit 4 - Registration Rights Agreement by and between Chyron Corporation and CC Acquisition Company A, L.L.C., dated May 26, 1995, incorporated by reference to Exhibit C to the Schedule 13D of CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., Allan R. Tessler and Michael Wellesley-Wesley, dated May 26, 1995 and filed June 2, 1995. Item 8. Change in Fiscal Year Not applicable. Page 8 of 10 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 Mark C. Gray President and Chief Operating Officer Page 9 of 10 Chyron Corporation Commission File No. 1-9014 Form 8-K EXHIBIT INDEX DOCUMENT Exhibits: Page Exhibit 2(a) Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., and Pesa, Inc., dated May 26, 1995, incorporated by reference to Exhibit 1 to the Third Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 26, 1995 and filed June 1, 1995 .............. *** Exhibit 2(b) Stock Purchase Agreement by and among CC Acquisition Company A, L.L.C., Sepa Technologies Ltd., Co., and John A. Servizio, dated May 26, 1995, incorporated by reference to Exhibit 2 to the Third Amendment of Schedule 13D of Sepa Technologies Ltd., Co., dated May 26, 1995 and filed June 1, 1995....... *** Exhibit 4 Registration Rights Agreement by and between Chyron Corporation and CC Acquisition Company A, L.L.C., dated May 26, 1995, incorporated by reference to Exhibit C to the Schedule 13D of CC Acquisition Company A, L.L.C., CC Acquisition Company B, L.L.C., Allan R. Tessler and Michael Wellesley-Wesley, dated May 26, 1995 and filed June 2, 1995. *** Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----