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
