UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
CHYRON CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
171605108
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(CUSIP Number)
John C. Jost, Esq., Dow, Lohnes & Albertson
1255 Twenty-Third Street, N.W., Washington, D.C. 20037
(202) 857-2680
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement
[_]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8
Exhibit Index is on Page 8
<PAGE>
SCHEDULE 13D
CUSIP No. 171605108
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sepa Technologies Ltd., Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b)
------ ------
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) or 2(E)
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
9,000,000 (See Item 5(b))
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
9,000,000 (See Item 5(b))
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 10.3%
14. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
ITEM 1. SECURITY AND ISSUER.
See statement on Schedule 13D, as amended by Amendments 1-3
thereto, previously filed.
This Amendment 4 to the statement on Schedule 13D dated June 24,
1994 and filed July 5, 1994, as amended by Amendment 1 thereto
dated August 2, 1994 and filed August 5, 1994, as amended by
Amendment 2 thereto dated May 11, 1995 and filed May 15, 1995 and
as amended by Amendment 3 thereto dated May 26, 1995 and filed June
1, 1995, is being filed by Sepa Technologies Ltd., Co. (hereinafter
"SEPA") with regard to the common stock, par value $0.01 per share,
(hereinafter "COMMON STOCK") of Chyron Corporation (hereinafter
"COMPANY").
The purpose of this Amendment 4 is to report the July 25, 1995
closing of the previously reported sale by Sepa and its affiliate
Pesa, Inc., a Delaware corporation (hereinafter "PESA"), of
64,414,732 shares of Common Stock.
ITEM 2. IDENTITY AND BACKGROUND.
See statement on Schedule 13D, as amended by Amendments 1-3
thereto, previously filed.
The principal place of business and principal office of Sepa is
c/o John C. Jost, Esq., Dow,Lohnes & Albertson, One Ravinia
Drive, Suite 1600 Atlanta, Georgia 30346-2108.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
No material change - see statement on Schedule 13D, as amended by
Amendments 1-3 thereto, previously filed.
ITEM 4. PURPOSE OF TRANSACTION.
(a) See statement on Schedule 13D, as amended by Amendments
1-3 thereto, previously filed.
On July 25, 1995, Sepa and Pesa, respectively, closed on
the Stock Purchase Agreement by and among CC Acquisition
Company A, L.L.C., Sepa and John A. Servizio, dated May
26, 1995, and the 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
(hereinafter collectively "STOCK PURCHASE AGREEMENTS").
Pursuant thereto, Sepa sold 5,000,000 shares of Common
Stock to CC Acquisition Company A, L.L.C. and its
assignees for consideration in the amount of $2,600,000
<PAGE>
cash, Pesa sold 30,000,000 shares of Common Stock to CC
Acquisition Company A, L.L.C. and its assignees for
consideration aggregating in the amount of $15,600,000
cash, and Pesa sold 29,414,732 shares of Common Stock to
CC Acquisition Company B, L.L.C. and its assignees for
consideration aggregating in the amount of
$14,119,071.36 payable in installments over a 47-month
period. Copies of the Stock Purchase Agreements are
attached as Exhibits 1 and 2 to Amendment 3 to the
statement on Schedule 13D of Sepa dated May 26, 1995 and
filed June 1, 1995, and are incorporated herein by
reference.
At the July 25, 1995 closing, the 29,414,732 shares of
Common Stock sold by Pesa to CC Acquisition Company B,
L.L.C. and its assignees were deposited by the latter in
escrow and will be released thereto as it makes the
above-described installment payments. In the event that
an installment payment were not made, the escrow agent
would deliver the shares relating to such payment to
Pesa's escrow agent, which would be Pesa's sole remedy
for non-payment.
(b) No material change - see statement on Schedule 13D, as
amended by Amendments 1-3 thereto, previously filed.
(c) No material change - see statement on Schedule 13D, as
amended by Amendments 1-3 thereto, previously filed.
(d) See statement on Schedule 13D, as amended by Amendments
1-3 thereto, previously filed.
At the July 25, 1995 closing of the Stock Purchase
Agreements, certain representatives of Sepa and Pesa
resigned from the Board of Directors of the COMPANY and
were subsequently replaced by representatives of CC
Acquisition Company A, L.L.C., CC Acquisition Company B,
L.L.C. and their assignees, thereby resulting in their
obtaining control of the Board of Directors of the
COMPANY.
(e)-(j) No material change - see statement on Schedule 13D,
as amended by Amendments 1-3 thereto, previously
filed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See statement on Schedule 13D, as amended by Amendments
1-3 thereto, previously filed.
<PAGE>
Immediately following the closing of the Stock Purchase
Agreements on July 25, 1995, Sepa in the aggregate
beneficially owned 9,000,000 shares of Common Stock, all
of which were directly owned by Sepa and none by Pesa.
The COMPANY had advised Sepa that as of July 13, 1995
there were 87,727,304 shares of Common Stock issued and
outstanding. Consequently, Sepa beneficially owned
approximately 10.3% of the issued and outstanding shares
of Common Stock immediately following the closing.
Copies of the Stock Purchase Agreements are attached as
Exhibits 1 and 2 to Amendment 3 to the statement on
Schedule 13D of Sepa dated May 26, 1995 and filed June
1, 1995, and are incorporated herein by reference.
(b) See statement on Schedule 13D, as amended by Amendments
1-3 thereto, previously filed.
Pursuant to Sepa's Stock Purchase Agreement, Sepa agreed
to vote its remaining 9,000,000 shares of Common Stock
in accordance with the direction of CC Acquisition
Company A, L.L.C. and its assignees and in furtherance
thereof delivered thereto its proxy relating to the
voting of such Common Stock.
Pursuant to Sepa's Stock Purchase Agreement, Sepa agreed
not to sell or otherwise dispose of its remaining
9,000,000 shares of Common Stock except (i) to an
"Affiliate" of Sepa (as that term is defined in the
Stock Purchase Agreement), (ii) subject to the "right of
first refusal" of CC Acquisition Company A, L.L.C. and
its assignees, or (iii) pursuant to certain permitted
sales under Rule 144 promulgated under the Securities
Act of 1933, as amended; provided, however, that Sepa
may not make any such Rule 144 sales during the two-year
period immediately following the July 25, 1995 closing
date and further provided that the annual aggregate
number of shares sold by Sepa pursuant to Rule 144 may
not exceed 500,000 shares.
Copies of the Stock Purchase Agreements are attached as
Exhibits 1 and 2 to Amendment 3 to the statement on
Schedule 13D of Sepa dated May 26, 1995 and filed June
1, 1995, and are incorporated herein by reference.
(c)-(e) No material change - see statement on Schedule 13D,
as amended by Amendments 1-3 thereto, previously
filed.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See statement on Schedule 13D, as amended by Amendments 1-3
thereto, previously filed.
See Item 4 and Item 5 above, which are hereby incorporated herein
by reference.
Copies of the Stock Purchase Agreements are attached as Exhibits
1 and 2 to Amendment 3 to the statement on Schedule 13D of Sepa
dated May 26, 1995 and filed June 1, 1995, and are incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Stock Purchase Agreement by and among
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 - 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>
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
SEPA TECHNOLOGIES LTD., CO.
Date: 7/25/95 By: /s/ Miguel S. Moraga
------------------------
Miguel S. Moraga
Treasurer and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
DOCUMENT Page
Exhibits:
Exhibit 1 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 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 . . . . . . . . . . . . ***
