THIS FILING IS TO SATISFY ELECTRONIC FILING REQUIREMENTS.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHYRON CORPORATION
- ---------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
- ---------------------------------------------------------------
(Title of Class of Securities)
171605108
----------------------------------
(CUSIP Number)
John C. Jost, Dow, Lohnes & Alberston
1255 Twenty-Third Street, N.W., Washington, D.C. 20037
(202) 857-2680
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 1995
-------------------------------------------------
(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. <PAGE>
*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>
SCHEDULE 13D
CUSIP No. 171605108
-------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sepa Technologies Ltd., Co.
c/o Percival Hudgins & Company, Inc.
3100 Cumberland Circle, Suite 1525
Atlanta, Georgia 30339-5939
58-2132436
2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP*
(a) (b)
---- ----
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
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
73,414,732
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
73,414,732
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,414,732
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)
84%
14. TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1. Security and Issuer.
See statement on Schedule 13D (attached as Appendix A), as
amended by Amendment 1 thereto (attached as Appendix B),
previously filed.
This Amendment 2 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, 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"). Sepa owns
14,000,000 shares of Common Stock. 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. Accordingly, Sepa in the aggregate
beneficially owns 73,414,732 shares of Common Stock.
The purpose of this Amendment 2 is to report the proposed sale by
Sepa and Pesa of 64,414,732 of the above-described 73,414,732
shares of Common Stock.
Item 2. Identity and Background.
See statement on Schedule 13D, as amended by Amendment 1 thereto,
previously filed.
Effective December 9, 1994, John K. Percival resigned as
President and Chief Operating Officer of Sepa.
Item 3. Source and Amount of Funds or Other Considerations.
No material change - see statement on Schedule 13D, as amended by
Amendment 1 thereto, previously filed.
Item 4. Purpose of Transaction.
(a) See statement on Schedule 13D, as amended by
Amendment 1 thereto, previously filed.
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 $32,319,071, payable in cash and notes.
The Transactions would be contingent upon, among other
<PAGE>
things, (i) the negotiation, execution and delivery of
stock purchase agreements, and (ii) the receipt of any
governmental, judicial and corporate approvals of the
parties. Copies of the Agreements in Principle are
attached hereto as Exhibits 1 and 2, respectively, and
are incorporated herein by reference.
(b) No material change - see statement on Schedule 13D, as
amended by Amendment 1 thereto, previously filed.
(c) No material change - see statement on Schedule 13D, as
amended by Amendment 1 thereto, previously filed.
(d) See statement on Schedule 13D, as amended by Amendment
1 thereto, previously filed.
It is anticipated that in the event that the
Transactions were to close pursuant to the Agreements
in Principle, The MWW Group would obtain control of the
Company's board of directors.
(e)-(j) No material change - see statement on Schedule
13D, as amended by Amendment 1 thereto, previously
filed.
Item 5. Interest in Securities of the Issuer.
(a) See statement on Schedule 13D, as amended by Amendment
1 thereto, previously filed.
In the event that the Transactions were to close
pursuant to the Agreements in Principle, 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. The Company has advised Sepa
that as of May 2, 1995 there were 87,460,479 shares of
Common Stock issued and outstanding. Therefore,
assuming that the Transactions were to close pursuant
to the Agreements in Principle, Sepa would subsequently
beneficially own approximately 10.3% of the issued
and outstanding shares of Common Stock.
(b) See statement on Schedule 13D, as amended by Amendment
1 thereto, previously filed.
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 in
accordance with the wishes of The MWW Group so long as
Sepa owns said shares.
<PAGE>
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 owned by Sepa.
(c)-(e) No material change - see statement on Schedule
13D, as amended by Amendment 1 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 Amendment
1 thereto, previously filed.
See Item 4 and Item 5 above, which are hereby
incorporated by reference. Copies of the Agreement in
Principle are attached hereto as Exhibits 1 and 2 and
are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Letter issued by The MWW Group to Pesa,
Inc., dated May 11, 1995.
Exhibit 2 - Letter issued by The MWW Group to Sepa
Technologies Ltd., Co., dated May 12, 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: 5/15/95 By: /s/ Miguel S. Moraga
--------------- -------------------------
Miguel S. Moraga
Treasurer and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
DOCUMENT
Exhibits:
Exhibit 1 Letter issued by The MWW Group to
Pesa, Inc., dated May 11, 1995
Exhibit 2 Letter issued by The MWW Group to
Sepa Technologies Ltd., Co.,
dated May 12, 1995
MWW GROUP EXHIBIT 1
CAVENDISH HOUSE
128-134 CLEVELAND STREET
LONDON WIP 5DS
UNITED KINGDOM
TEL: 4471600-6101
FAX: 4471600-6034
May 11, 1995
Sr. Adolfo Nunez
Administrative Judicial Trustee
PESA Electronica, S.A.
Sr. Miguel Sanchez Moraga
Treasurer and Chief Financial Officer
PESA Inc.
c/o PESA Inc.
5 Hub Drive
Melville, NY 11747
Gentlemen:
This letter outlines the basis under which the MWW Group of
companies would purchase a total of 59,414,732 common shares of
Chyron Corporation ("Chyron") currently owned by PESA Inc.
("PESA"), a corporation organized in the United States, for a
total consideration of $29,719,071.
The following terms represent an Agreement in Principle between
the parties indicated:
(1) MWW Group Company A would purchase from PESA 30 million
Chyron common shares at $0.52 per share payable in
accordance with the provisions of Paragraph 4 below.
(2) The closing ("Closing") of the transaction between MWW Group
Company A and PESA will take place 45 days after the
execution of the Stock Purchase Agreement (the "Stock
Purchase Agreement"), or such longer time as may be required
for all necessary U.S. governmental approvals, which Stock
Purchase Agreement will itself be executed on or before May
29, 1995.
(3) At the Closing, MWW Group Company B will purchase 29,414,732
Chyron Common shares from PESA at a price of $0.48 per
share. Payment for these shares will be through the
issuance of MWW Group Company B serial promissory notes
("Promissory Notes"). The Promissory Notes will be
non-interest bearing and will fall due for payment according
to the following payment schedule.
<PAGE>
Stage one: $480,000 per month for a 12 month period
commencing 6 months after Closing.
Stage two: $360,000 per month for a 12 month period
commencing 18 months after Closing.
Stage three: $240,000 per month for a 16 month period
commencing 30 months after Closing and a
single payment of $199,971.36 on the first
day of the 47th month after Closing.
Each $1000 principal amount of the notes will be secured by
2083 shares of Chyron common stock plus any additional
security, if any, required by Federal Reserve Regulation G.
MWW Group Company B will retain the right to vote such
shares. Each monthly note will be separately enforceable.
(4) (a) The Stock Purchase Agreement will cover all aspects of
the transaction contemplated between MWW Group Companies A
and B and PESA. On the signing of such Stock Purchase
Agreement by all parties, MWW Group Company A will deliver,
by wire transfer of immediately available funds, $5,000,000
(U.S.) to PESA.
(b) Simultaneously, upon the signing of the Stock Purchase
Agreement and the delivery of $5,000,000 to PESA by the MWW
Group Company A, PESA shall deliver the following:
(i) 10 million shares of Chyron common stock to MWW
Group Company A, which shares shall be transferred free
and clear of any liens or encumbrances whatsoever.
(ii) A second tranche of 10 million shares of Chyron
common stock to the MWW Group Company A, which shares
shall be transferred free and clear of any liens or
encumbrances whatsoever. This second tranche of shares
shall be immediately deposited by the MWW Group Company
A with a mutually acceptable escrow agent (the "Escrow
Agent") together with stock powers duly endorsed in
blank by MWW Group Company A.
* The assignment of all political rights referred to in
Section 4 (b)(i)or(ii) will be made to the person
designated by the Buyer.
(iii) A third tranche of 10 million shares of Chyron
common stock to the Escrow Agent together with stock
powers duly endorsed in blank by PESA.
(c) At the Closing, and subject to the terms and conditions
set forth in the Stock Purchase Agreement, MWW Group Company
A shall deliver to PESA, by wire transfer of immediately
available funds, $10.6 million U.S.; and the Escrow Agent
shall deliver 20 million shares to MWW Group Company A, free
<PAGE>
and clear of any liens or encumbrances whatsoever.
(5) In the event that either party to the transactions described
in the Stock Purchase Agreement fails to complete the
transaction (as more fully described in the Stock Purchase
Agreement), the Escrow Agent shall be authorized to
distribute to the other party the assets of the escrow
account as follows:
In the event of failure by the MWW Group: The Escrow Agent
will deliver to PESA the 20 million shares of Chyron common
stock previously deposited with the Escrow Agent.
In the event of failure by PESA: The Escrow Agent will
deliver to the MWW Group Company A the 10 million shares of
Chyron common stock previously deposited with the Escrow
Agent by MWW Group Company A.
(6) MWW Group is granted by PESA an exclusive right to complete
the transaction on the terms outlined in this letter. The
period of exclusivity commences on signed acceptance of
these terms as embodied in this letter and runs until the
date of execution of the Stock Purchase Agreement. Under
the terms of this right of exclusivity PESA is barred form
discussing with third parties any transaction regarding the
sale of its shareholding in Chyron. Should PESA default on
its obligation to deal solely with the MWW Group during this
period, PESA will have the obligation to pay MWW Group the
higher of $2 million or 50% of the difference in fair market
value between the MWW Group offer and the values inherent in
the third party offer, which shall be the sole and exclusive
remedy of the MWW Group until the Stock Purchase Agreement
is executed. The Stock Purchase Agreement shall provide for
an additional period of exclusivity and shall contain a
break-up fee as provided above as well as such other
remedies as may be mutually agreed upon by the parties
hereto.
(7) PESA agrees to facilitate the transfer to MWW Group the
control of Chyron's Board of Directors following the
Closing. PESA agrees to take the necessary steps at
Chyron's forthcoming Annual Meeting scheduled for May 16,
1995 to ensure that this may be achieved.
(8) PESA agrees that until this transaction is completed or
abandoned, PESA will use its best efforts to prevent Chyron
from granting stock options under the proposed Chyron stock
option plan to be acted on or before the Annual Meeting
presently scheduled to take place on May 16, 1995.
(9) The parties agree to keep the terms of this Letter Agreement
confidential, except as otherwise required by U.S. Federal
Securities laws or the rules governing the New York Stock
Exchange.
(10) The parties indicated below, by signing this document, agree
that they have the authority to enter into this transaction
<PAGE>
as of May 12, 1995.
(11) Except for paragraphs (6), (9), and (10), which shall all be
legally binding in accordance with their respective terms,
this letter is not intended to, and shall not create a
binding legal obligation, but merely represents the
intentions of the parties hereto; and except for paragraphs
(6), (9), and (10), the understanding set forth herein is
subject to any necessary governmental, judicial, and
corporate approvals of the parties and to the negotiation,
execution, and delivery of the Stock Purchase Agreement.
Gentlemen, this offer, which will expire on May 12, 1995,
represents the final proposal of the MWW Group. This Agreement
will be deemed delivered when executed by all parties hereto.
This Agreement may be executed in separate counterparts and by
facsimile signature. Our Investment Bankers are Schroders in New
York and our Legal Advisers are the New York firm of Camhy
Karlinsky & Stein LLP.
Yours Sincerely,
/s/Michael Wellesley-Wesley
Michael Wellesley-Wesley
Chairman and Chief Executive Officer
Agreed To
MWW Group Witness
/s/ Michael Wellesley-Wesley /s/ Daniel I. DeWolf
- ----------------------------- -----------------------------
Michael Wellesley-Wesley
Chairman and Chief Executive
Officer
PESA Electronica, S.A.
Witness
By: /s/ Alfred Nunez Astray /s/ Alfred D. P. Leubert
------------------------- -----------------------------
Date 5/11/95
<PAGE>
Board of Directors of PESA, Inc.
By: /s/ Thomas Rubinos Pinon Witness /s/ Alfred D. P. Leubert
------------------------- -------------------------
Director Date 5/12/95
By: /s/ Miguel S. Moraga
-------------------------
Director Date 5/12/95
By: /s/ Eduardo Perez de Villegas
------------------------------
Director Date 5/12/95
MWW: Ir
cc: Sheldon Camby
Ilan Ksufthal
* The assignment of all political rights referred to in
Section 4 (ii)(iii) will be made to the person
designated by the Buyer.
<PAGE>
Given the account by the presenter of the earlier writing by
the Judicvial Intervenors and the Judicial Administrator from the
9th of May 1995, it is agreed to join the proceedings of their
reasoning. The contents of the same, having been examined and
the results being found beneficial for those interested parties
to the suspension, the requested authorization is granted
requiring that the Judicial Administrator and the Intervenors
give account to this court, within the scope of the same,
immediately after formalization of such grant.
Backing this Resolution are found to be sufficient resources
for repayment before the Honorable Magistrate Judge of this
court, on this third day, as of this court's notification.
It is thus commanded and signed by the Honorable Judge.
[Seal of the Clerk
of the Court]
<PAGE>
MWW GROUP EXHIBIT 2
CAVENDISH HOUSE
128-134 CLEVELAND STREET
LONDON WIP 5DS
UNITED KINGDOM
TEL: 4471600-6101
FAX: 4471600-6034
May 12, 1995
John A. Servizio
Chairman and C.E.O.
SEPA Technologies Ltd., Co.
c/o PESA Inc.
5 Hub Drive
Melville, NY 11747
Gentlemen:
This letter outlines the basis under which the MWW Group
would purchase a total of 5 million common shares of Chyron
Corporation ("Chyron") currently owned by SEPA Technologies Ltd.,
Co. ("SEPA") for a cash consideration of $2,600,000.00. The
proposal in this letter is conditional upon the effectiveness and
implementation of the proposal the MWW Group has made to PESA
Inc., dated May 11, 1995, a copy of which you have received.
The following terms represent an Agreement in Principle between
the parties indicated:
(1) MWW Group Company A would purchase from SEPA 5 million
Chyron common shares at $0.52 per share payable in full in
cash in immediately available funds at the closing (the
"Closing") of the Stock Purchase Agreement (defined below).
(2) The Closing of the transaction between MWW Group Company A
and SEPA would take place 45 days after the execution of the
Stock Purchase Agreement (the "Stock Purchase Agreement") or
such longer time as may be required for all necessary
governmental approvals, which Stock Purchase Agreement will
itself be executed on or before May 29, 1995.
(3) SEPA would agree to vote all shares of Chyron common stock
that remain in its possession after the Closing in
accordance with the wishes of MWW Group at all times for as
long as such shares remain under the control of SEPA.
(4) The existing Management Agreement with Chyron would remain
in place until the end of calendar 1997. We assume that if
necessary you will remain a Director and without additional
compensation other than ordinary Chyron directors fees and
<PAGE>
expense reimbursement. You will allow us reasonable access
to any SEPA or PESA records relative to Chyron business
under your control if we need them and within reasonable
limits arrange for interviews with any PESA/SEPA personnel
within your orbit. You agree that management fees will be
subject to an annual $1.5 million limit and will be flexible
(as will be further documented in the Stock Purchase
Agreement) about deferring payments, plus interest, in the
light of Chyron's cash needs.
(5) SEPA would grant MWW Group a right of first refusal to
purchase the 9 million shares of Chyron common stock that
remain the property of SEPA following the Closing.
(6) MWW Group is granted by SEPA an exclusive right to complete
the transaction on the terms outlined in this letter. The
period of exclusivity commences on signed acceptance of
these terms as embodied in this letter and runs until the
date of execution of the Stock Purchase Agreement. Under
the terms of this right of exclusivity SEPA and Servizio are
barred from discussing with third parties any transaction
regarding the sale of its shareholding in Chyron. Should
SEPA or Servizio default on their obligations to deal solely
with the MWW Group during this period, SEPA will have the
obligation to pay MWW Group the higher of $1 million or 50%
of the difference in fair market value between the MWW Group
offer and the values inherent in the third party offer,
which shall be the exclusive remedy of the MWW Group until
the Stock Purchase Agreement is executed. The Stock
Purchase Agreement shall provide for an additional period of
exclusivity and shall contain a bread-up fee as provided
above as well as such other remedies as may be mutually
agreed upon by the parties hereto. At the signing of the
Stock Purchase Agreement, you will deposit 14 million shares
of Chyron in escrow, pursuant to a mutually acceptable
written Escrow Agreement, as security for performance by
SEPA and Servizio of the obligations under this paragraph.
The MWW Group hereby agrees to use its best efforts to
obtain the release to SEPA of the 10 million shares of
Chyron stock that are currently held in deposit with the
PESA Electronica, S.A. via Spanish notary as contemplated by
the letter from Adolfo Nunez Astray, Administrador Judicial,
PESA Electronica, S.A., dated 11 May, 1995.
(7) SEPA agrees to use its best efforts to transfer to MWW Group
the control of Chyron's Board of Directors as a condition to
the Closing.
(8) SEPA agrees that until this transaction is completed or
abandoned, SEPA will use its best efforts to prevent Chyron
from granting stock options under the proposed Chyron stock
option plan to be acted on or before the Annual Meeting
presently scheduled to take place on May 16, 1995.
<PAGE>
(9) The parties agree to keep the terms of this Letter Agreement
confidential, except as required by U.S. Federal Securities
Laws, U.S. Antitrust Laws, Spanish Bankruptcy/insolvency
laws, or the rules governing the New York Stock Exchange.
(10) The parties indicated below, by signing this document, agree
that they have the authority to enter into this transaction
as of May 12, 1995.
(11) Except for Paragraphs (6), (9), and (10), which shall all be
legally binding in accordance with their respective terms,
this letter is not intended to, and shall not create a
binding legal obligation, but merely represents the
intentions of the parties hereto; and except for paragraphs
(6), (9), and (10), the understanding set forth herein is
subject to any necessary governmental, judicial, and
corporate approvals of the parties and to the negotiation,
execution, and delivery of the Stock Purchase Agreement.
Gentlemen, this offer, which will expire on May 12, 1995,
represents the final proposal of the MWW Group. Our Investment
Bankers are Schroders in New York and our Legal Advisers are the
New York firm of Camhy Karlinsky & Stein LLP.
Yours Sincerely,
/s/Michael Wellesley-Wesley
Michael Wellesley-Wesley
Chairman and Chief Executive Officer
Agreed to
MWW Group Witness
/s/ Michael Wellesley-Wesley /s/ Alan I. Annex
- ---------------------------- --------------------------
Michael Wellesley-Wesley
Chairman and Chief Executive
Officer Date 5/13/95
SEPA Technologies Ltd. Co. Witness
By: /s/Miguel S. Moraga /s/ Alfred D. P. Leubert
----------------------- ----------------------------
Miguel S. Moraga
Treasurer and
Chief Financial Officer
By: /s/John A. Servizio
-------------------------
John A. Servizio
Chairman and Chief Executive
Officer
<PAGE>
APPENDIX A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHYRON CORPORATION
- ---------------------------------------------------------------
(Name of Issuer)
COMMON STOCK $.01 PAR VALUE PER SHARE
- ---------------------------------------------------------------
(Title of Class of Securities)
171605108
----------------------------------
(CUSIP Number)
John C. Jost, Dow, Lohnes & Alberston
1255 Twenty-Third Street, N.W., Washington, D.C. 20037
(202) 857-2680
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1994
-------------------------------------------------
(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
[X]. (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>
SCHEDULE 13D
CUSIP No. 171605108
-------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sepa Technologies Ltd., Co.
c/o Percival Hudgins & Company, Inc.
3100 Cumbereland Circle, Suite 1525
Atlanta, Georgia 30339-5939
58-2132436
2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP*
(a) (b)
---- ----
Not applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
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
59,914,732
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
59,914,732
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,914,732
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)
68.7%
14. TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per
share (hereinafter "Common Stock"), and the 4-Year Convertible
Note in the remaining principal amount of $100,000 (hereinafter
"Convertible Note"), both of which are issued by Chyron
Corporation (hereinafter "Company"). The Convertible Note is
convertible into 500,000 shares of Common Stock, bears interest
at the prime rate, payable in arrears, matures on January 31,
1996 and may be converted into the Common Stock on or after
February 1, 1992. The principal executive offices of the Company
are located at 265 Spagnoli Road, Melville, New York 11747.
Item 2. Identity and Background.
(a) This statement is filed by Sepa Technologies Ltd., Co.
(hereinafter "Sepa") in order to report its acquisition
from Amper, S.A. on June 24, 1994 of Pesa Electronica,
S.A.(hereinafter "Electronica"), an established Spanish
broadcast electronics company headquartered in Madrid.
Electronica's assets include, among other business and
investment assets, all of the shares of stock of Pesa,
Inc.(hereinafter "Pesa"), a Delaware corporation.
Pesa, a holding company, currently owns 59,414,732
shares of Common Stock and the Convertible Note.
Neither the shares of Electronica nor of Pesa are
registered under the Securities Exchange Act of
1934, and neither company is a reporting company
thereunder.
(b) Sepa is a limited liability company organized under the
laws of the State of Georgia.
(c) The principal place of business and principal office of
Sepa is c/o Percival Hudgins & Company, Inc., 3100
Cumberland Circle, Suite 1525, Atlanta, Georgia
30339-5939.
(d) The principal business of Sepa is to act as a holding
company of a controlling interest in the shares of
stock of Electronica.
(e) During the last five years, Sepa has not been convicted
in a criminal proceeding.
(f) During the last five years, Sepa has not been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
proceeding Sepa was or is subject to a judgment, decree
or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S.
<PAGE>
federal or state securities laws or finding any
violation with respect to such laws.
(h) As a Georgia limited liability company, Sepa does not
have officers, directors or shareholders per se. The
"Members" of Sepa (as that term is used in Georgia
Limited Liability Company Act) have vested management
authority in Sepa's "Manager" (as that term is used in
the Georgia Limited Liability Act). Such authority
includes the ultimate "voting power" and "investment
power" (as those terms are defined in Rule 13d-3(a)
promulgated pursuant to the Securities Exchange Act of
1934) with respect to the Common Stock and the
Convertible Note held by Pesa.
(i) Sepa's Manager is currently John A. Servizio, who has
the title of Chairman and Chief Executive Officer, and
who owns a controlling interest in the company. His
principal business address is c/o Pesa Electronica,
S.A., Albala 12, 28037 Madrid, Spain. He is a citizen
of the United States. During the last five years, he
has not been convicted in a criminal proceeding. During
the last five years, he has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding
he was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. federal or state
securities laws or finding any violation with respect
to such laws.
(j) Sepa's Manager is authorized to appoint additional
officers to assist him. To date, Mr. John K. Percival
has been appointed President and Chief Operating
Officer. His principal business address is c/o
Percival Hudgins & Company, Inc., 3100 Cumberland
Circle, Suite 1525, Atlanta, Georgia 30339-5939. He is
a citizen of the United States. During the last five
years, he has not been convicted in a criminal
proceeding. During the last five years, he has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds or Other Considerations.
Sepa did not pay any funds in consideration for the Common Stock
and the Convertible Note held by Pesa when Sepa acquired
Electronica on June 24, 1994. Sepa only expended funds to
purchase the stock of Electrnica and agreed to make certain
additional contributions to the capital of Electronica. Legal
title to said Common Stock and Convertible Note remain in Pesa.
Item 4. Purpose of Transaction.
Sepa's indirect acquisition of the Common Stock and Convertible
Note held by Pesa is incidental to its purpose of owning,
operating and controlling Electronica and its subsidiaries. As
the controlling shareholder of Electronica and hence of Pesa,
Sepa's Manger will be able to direct the voting of the Common
Stock held by Pesa to elect a majority of the Company's directors
and will be able to control the appointment of the Company's
management. Except as described below, Sepa has no plans or
proposals that relate to or would result in any of the actions
set forth in (a) through (j) of Item 4 of Schedule 13D:
i. Sepa and/or its controlling Member or Electronica are
exploring the possible acquisition of 14,000,000 shares
of Common Stock that Pesa had sold on December 31,
1993, pursuant to Regulation S of the Securities Act of
1933, to certain overseas investors.
ii. Sepa anticipates that it will permit Pesa to resell in
a private placement to investors (including certain
past officers and directors of the Company) the
Convertible Note at full face value.
iii. Sepa anticipates that it might interpose between itself
and Electronica one or more controlled intermediary
entities.
Item 5. Interest in Securities of the Issuer.
(a) Upon its acquisition of Electronica on June 24, 1994,
Sepa obtained beneficial ownership of the 59,414,732
shares of Common Stock held by Pesa and the Convertible
Note (which is convertible into an additional 500,000
shares of Common Stock) held by Pesa. As a result,
Sepa in the aggregate beneficially owns 59,914,732
shares of Common Stock. The Company has advised Sepa
that, as of May 31, 1994, there were 86,758,362 shares
of Common Stock of the Company issued and outstanding.
Therefore, assuming the conversion of the Convertible
Note, there would be 87,258,362 shares of the Common
Stock of the Company issued and outstanding, of which
<PAGE>
Sepa would beneficially own through Pesa and
Electronica 68.7%.
(b) The Manager of Sepa through Pesa and Electronica has
the sole power to vote and to direct the disposition of
all of the 59,414,732 shares of Common Stock of the
Company and the Convertible Note owned by Pesa. None
of such shares or the Convertible Note is subject to
shared power to vote or power to direct a vote thereof,
nor are any of such shares or the Convertible Note
subject to shared power to dispose or to direct the
disposition thereof.
(c) Item 5(c) is not applicable.
(d) No person other than Sepa through Pesa and Electronica
is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock of the
Company or the Convertible Note beneficially owned
thereby.
(e) Item 5(e) is not applicable.
Item 6. Contracts, Agreements, Undertakings or Relationships
with Respect to the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
Signatures
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: 6/30/94 By: /s/ John K. Percival
--------- --------------------------
John K. Percival
President and Chief
Operating Officer
<PAGE>
APPENDIX B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHYRON CORPORATION
- ---------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
- ---------------------------------------------------------------
(Title of Class of Securities)
171605108
----------------------------------
(CUSIP Number)
John C. Jost, Dow, Lohnes & Alberston
1255 Twenty-Third Street, N.W., Washington, D.C. 20037
(202) 857-2680
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 1994
-------------------------------------------------
(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>
SCHEDULE 13D
CUSIP No. 171605108
-------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sepa Technologies Ltd., Co.
c/o Percival Hudgins Company, Inc.
3100 Cumberland Circle, Suite 1525
Atlanta, Georgia 30339-5939
58-2132436
2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP*
(a) (b)
---- ----
Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
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
73,914,732
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
73,914,732
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,914,732
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)
84.7%
14. TYPE OF REPORTING PERSON*
HC
<PAGE>
Item 1. Security and Issuer.
See statement on Schedule 13D previously filed.
This Amendment 1 to the statement on Schedule 13D dated June 24,
1994 and filed July 5, 1994 is being filed by Sepa Technologies
Ltd., Co. (hereinafter "Sepa") to report the acquisition by Sepa
of 14,000,000 shares of the Common Stock, par value $0.01 per
share, (hereinafter "Common Stock") of Chyron Corporation
(hereinafter "Company").
Item 2. Identity and Background.
No material change - see statement on Schedule 13D previously
filed.
Item 3. Source and Amount of Funds or Other Considerations.
See statement on Schedule 13D previously filed.
As further described in Item 6 below, Sepa directly acquired
14,000,000 shares of Common Stock from John A. Servizio (its
controlling Member and its Chairman and Chief Executive Officer)
in exchange for additional Company Units with an agreed aggregate
value of $7,000,000. Simultaneously therewith, Mr. Servizio had
acquired the above-described shares from Steffano Zanesco and
Fernando Camara Barroso for an aggregate consideration of
$7,000,000 paid with a combination of personal notes and personal
and family funds.
Item 4. Purpose of Transaction.
No material change - see statement on Schedule 13D previously
filed.
Item 5. Interest in Securities of the Issuer.
(a) See statement on Schedule 13D previously filed.
As of August 2, 1994, Sepa in the aggregate beneficially
owns 73,914,732 shares of Common Stock consisting of (i)
14,000,000 shares of Common Stock directly held by Sepa,
(ii) 59,414,732 shares of Common Stock held by Pesa, Inc.,
over which Sepa has ultimate voting and investment control,
and (iii) 500,000 shares of Common Stock underlying the
$100,000 Company Convertible Note (hereinafter "Convertible
Note") held by Pesa, Inc., over which Sepa has ultimate
<PAGE>
voting and investment control. The Company has advised Sepa
that, as of May 31, 1994, there were 86,758,362 shares of
Common Stock of the Company issued and outstanding.
Therefore, assuming the conversion of the Convertible Note,
there would be 87,258,362 shares of the Common Stock of the
Company issued and outstanding, of which Sepa would
beneficially own directly and through Pesa, Inc. 84.7%.
(b) See statement on Schedule 13D previously filed.
The Manager of Sepa has the sole power to vote and to direct
the disposition of all of the 73,414,732 shares of Common
Stock of the Company and the Convertible Note owned directly
by Sepa and indirectly through Pesa, Inc. None of such
shares or the Convertible Note is subject to a shared power
to vote or a power to direct a vote thereof, nor are any of
such shares or the Convertible Note subject to a shared
power to dispose or to direct the disposition thereof.
(c) See statement on Schedule 13D previously filed.
See Item 3 above and Item 6 below.
(d) See statement on Schedule 13D previously filed.
No person other than Sepa through Pesa, Inc. is known to
have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the
shares of Common Stock of the Company or the Convertible
Note beneficially owned thereby.
(e) Item 5(e) is not applicable.
Item 6. Contracts, Agreements, Undertakings or Relationships
with Respect to the Issuer.
See statement on Schedule 13D previously filed.
Pursuant to a Common Stock Purchase Agreement, dated as of July
20, 1994, Steffano Zanesco agreed to sell to Maria P. Pascual
Diez 1,000,000 shares of the Common Stock, a copy of which
agreement is attached hereto as Exhibit 1 and incorporated herein
by reference. Pursuant to an Assignment and Assumption, dated as
of August 2, 1994, Ms. Pascual Diez agreed to assign her rights
in the Common Stock Purchase Agreement to John A. Servizio (who
is the controlling Member of Sepa and its Chairman and Chief
Executive Officer), a copy of which assignment is attached hereto
as Exhibit 2 and incorporated herein by reference.
<PAGE>
Pursuant to a Common Stock Purchase Agreement, dated as of July
20, 1994, Fernando Camara Barroso agreed to sell to Fernando J.
Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez in
the aggregate 13,000,000 shares of the Common Stock, a copy of
which agreement is attached hereto as Exhibit 3 and incorporated
herein by reference. Pursuant to an Assignment and Assumption,
dated as of August 2, 1994, Fernando J. Pascual Diez, Enrique
Pascual Diez and Maria P. Pascual Diez agreed to assign their
rights in the Common Stock Purchase Agreement to Mr. Servizio, a
copy of which assignment is attached hereto as Exhibit 4 and
incorporated herein by reference.
Effective August 2, 1994, Mr. Servizio acquired the 14 million
shares of Common Stock from Messrs. Zanesco and Barroso pursuant
to the above-described assigned rights. In consideration
therefor, Mr. Servizio agreed (i) to pay to Fernando J. Pascual
Diez, Enrique Pascual Diez and Maria P. Pascual Diez the
aggregate amount of $2,800,000, (ii) to issue to Pesa, Inc. his
personal promissory note in the amount of $300,000 in exchange
for Pesa, Inc.'s cancellation of the note held by Pesa, Inc.
issued to it by Mr. Zanesco in identical amount and terms, and
(iii) to issue to Pesa, Inc. his personal promissory note in the
amount of $3,900,000 in exchange for Pesa, Inc.'s cancellation of
the note held by Pesa, Inc. issued to it by Mr. Camara Barroso in
identical amount and terms.
Simultaneous with Mr. Servizio's acquisition of the
above-described 14,000,000 shares of Common Stock, he immediately
exchanged them for additional Company Units in Sepa at an agreed
aggregate value of $7,000,000, pursuant to a Subscription Letter
dated August 2, 1994, a copy of which is attached hereto as
Exhibit 5 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Common Stock Purchase Agreement by and between
Steffano Zanesco and Maria P. Pascual Diez, dated
as of July 20, 1994.
Exhibit 2 - Assignment and Assumption by and between Maria P.
Pascual Diez and John A. Servizio, dated as of
August 2, 1994.
Exhibit 3 - Common Stock Purchase Agreement by and between
Fernando Camara Barroso and Fernando J. Pascual
Diez, Enrique Pascual Diez and Maria P. Pascual
Diez, dated as of July 20, 1994.
<PAGE>
Exhibit 4 - Assignment and Assumption by and between Fernando
J. Pascual Diez, Enrique Pascual Diez and Maria P.
Pascual Diez and John A. Servizio, dated as of
August 2, 1994.
Exhibit 5 - Subscription Letter issued by John A. Servizio to
Sepa Technologies Ltd., Co., dated as of August 2,
1994.
<PAGE>
Signatures
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: August 2, 1994 By: /s/ John K. Percival
---------------- ----------------------
John K. Percival
President and Chief
Operating Officer
<PAGE>
EXHIBIT INDEX
DOCUMENT
Exhibits:
Exhibit 1 Common Stock Purchase Agreement
by and between Steffano Zanesco and
Maria P. Pascual Diez, dated as
of July 20, 1994 P
Exhibit 2 Assignment and Assumption by and
between Maria P. Pascual Diez
and John A. Servizio, dated as
of August 2, 1994 P
Exhibit 3 Common Stock Purchase Agreement by
and between Fernando Camara Barroso
and Fernando J. Pascual Diez, Enrique
Pascual Diez and Maria P. Pascual Diez,
dated as of July 20, 1994 P
Exhibit 4 Assignment and Assumption by and between
Fernando J. Pascual Diez, Enrique Pascual
Diez and Maria P. Pascual Diez and
John A. Servizio, dated as of August 2, 1994 P
Exhibit 5 Subscription Letter issued by John
A. Servizio to Sepa Technologies Ltd.,
Co., dated as of August 2, 1994 P
