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
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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.
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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.
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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.
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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<PAGE>
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. ***
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