SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant[X]
Filed by a Party other than the Registrant
Check the appropriate box:
[X]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definite Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CHYRON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of person(s) filing proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ]$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ]Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate Number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CHYRON CORPORATION
5 HUB DRIVE
MELVILLE, New York 11747
516-845-2000
January 3, 1997
Dear Shareholders:
On behalf of the Board of Directors and management of Chyron
Corporation, I cordially invite you to attend a Special Meeting
of Shareholders to be held on Friday, January 24, 1997, at
10:00 a.m., at the offices of Camhy Karlinsky & Stein LLP, 1740
Broadway, 16th Floor, New York, NY 10019.
The purpose of the Special Meeting of Shareholders is to
authorize a reverse stock split of the Company's issued Common
Stock, as more fully described in the attached Notice of
Special Meeting of Shareholders and Proxy Statement.
Whether or not you plan to attend this Special Meeting, please
complete, sign and date the enclosed proxy card and return it
in the accompanying envelope as promptly as possible. If you
attend the Special Meeting, you may vote your shares in person
even if you have previously mailed in a proxy card.
Sincerely,
/s/ Michael Wellesley-Wesley
Michael Wellesley-Wesley
Chairman of the Board and
Chief Executive Officer
<PAGE>
CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 1997
TO THE SHAREHOLDERS OF
CHYRON CORPORATION:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders
(the "Special Meeting") of Chyron Corporation, a New York
corporation (hereinafter the "Company" or "Chyron"), will be
held at the law offices of Camhy Karlinsky & Stein LLP located
at 1740 Broadway, 16th Floor, New York, New York 10019, on
Friday, January 24, 1997, at 10:00 a.m., for the following
purpose:
To authorize the Board of Directors, in its sole discretion, to
amend the Company's Restated Certificate of Incorporation, at
any time on or before March 14, 1997, to effect a reverse stock
split of the Company's issued common stock, par value $.01 per
share ("Common Stock"), on the basis of issuing one (1) share
of Common Stock in exchange for each three (3) shares of Common
Stock.
The Board of Directors has fixed the close of business on
December 27, 1996 as the record date of the determination of
shareholders entitled to notice of, and to vote at, the Special
Meeting or any adjournments thereof. Representation of at
least a majority of all outstanding shares of Common Stock is
required to constitute a quorum. Accordingly, it is important
that your stock be represented at the meeting. The list of
shareholders entitled to vote at the Special Meeting will be
available for examination by any shareholder at the Company's
offices at 5 Hub Drive, Melville, New York, 11747, for ten (10)
days prior to January 24, 1997.
Whether or not you plan to attend the Special Meeting, please
complete, date and sign the enclosed proxy card and mail it
promptly in the self-addressed envelope enclosed for your
convenience. You may revoke your proxy at any time before it
is voted.
By Order of the Board of Directors,
/s/ Daniel I. DeWolf
Daniel I. DeWolf,
Secretary
Melville, New York
January 3, 1997
YOUR VOTE IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO DATE, SIGN
AND RETURN THE ENCLOSED PROXY CARD REGARDLESS OF WHETHER YOU
PLAN TO ATTEND THE MEETING.
<PAGE>
CHYRON CORPORATION
TABLE OF CONTENTS
Page
INFORMATION CONCERNING VOTE 1
PROPOSAL TO GRANT THE BOARD OF
DIRECTORS THE AUTHORITY TO AMEND
THE RESTATED CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE
STOCK SPLIT 2
PRINCIPAL SHAREHOLDERS 6
REPORT ON FORM 10-K; REPORTS ON
FORM 10-Q 10
<PAGE>
CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747
PROXY STATEMENT
For Special Meeting of Shareholders
to be Held on January 24, 1997
Approximate Mailing Date of Proxy Statement and Form of
Proxy: January 3, 1997.
INFORMATION CONCERNING VOTE
General
This Proxy Statement and the enclosed form of proxy are
furnished in connection with the solicitation of proxies by the
Board of Directors of Chyron Corporation, a New York
corporation (hereinafter, the "Company" or "Chyron"), for use
at a special meeting of shareholders to be held on Friday,
January 24, 1997, at 10:00 a.m., and at any and all
adjournments thereof (the "Special Meeting"), with respect to
the matters referred to in the accompanying notice. The
Special Meeting will be held at the law offices of Camhy
Karlinsky & Stein LLP, 1740 Broadway, 16th Floor, New York, New
York 10019.
Voting Rights and Outstanding Shares
Only shareholders of record at the close of business on December
27, 1996 are entitled to notice of and to vote at the Special
Meeting. As of the close of business on November 29, 1996,
97,147,241 shares of common stock, par value $.01 per share
(the "Common Stock"), of the Company were issued and
outstanding. Each share of Common Stock entitles the record
holder thereof to one (1) vote on all matters properly brought
before the Special Meeting.
Revocability of Proxies
A shareholder who executes and mails a proxy in the enclosed
return envelope may revoke such proxy at any time prior to its
use by notice in writing to the Secretary of the Company, at
the above address, or by revocation in person at the Special
Meeting. Unless so revoked, the shares represented by duly
executed proxies received by the Company prior to the Special
Meeting will be presented at the Special Meeting and voted in
accordance with the shareholder's instructions marked thereon.
If no instructions are marked thereon, proxies will be voted
FOR granting the Board of Directors the authority to amend the
Restated Certificate of Incorporation as discussed below under
the caption "PROPOSAL TO GRANT THE BOARD OF DIRECTORS THE
AUTHORITY TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT."
<PAGE>
Voting Procedures
All votes shall be tabulated by the inspector of elections
appointed for the meeting, who shall separately tabulate
affirmative and negative votes, abstentions and broker non-
votes. The presence of a quorum for the Special Meeting,
defined here as a majority of the votes entitled to be cast at
the meeting is required.
Assuming a quorum has been reached, a determination must be
made as to the result of the vote on each matter submitted for
shareholder approval. The amendment of the Company's Restated
Certificate of Incorporation must be approved by a majority of
the shares outstanding. Abstentions are not counted in
determining the number of votes cast in connection with the
amendment of the Restated Certificate of Incorporation.
PROPOSAL TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY
TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
Shareholders are being asked to grant the Board of Directors
the authority, in its sole discretion, to amend the Restated
Certificate of Incorporation for the purpose of effecting a
reverse stock split of Common Stock. The reverse stock split
would be on the basis of issuing one (1) share of Common Stock
in exchange for three (3) shares of Common Stock (the "Reverse
Stock Split"). The Board will have the authority to effectuate
the Reverse Stock Split at any time on or before March 14,
1997. In lieu of receiving fractional shares, a shareholder
shall receive cash.
The Board of Directors believes it is in the best interests of
the Company and its shareholders to grant the Board this
authority. Approval will require the affirmative vote of the
holders of a majority of the outstanding shares of Common
Stock. The Board of Directors will have the absolute right,
without further action by the shareholders, to decide whether
to proceed with the Reverse Stock Split. The Reverse Stock
Split will only be effectuated when and if the Board of
Directors (or a duly authorized Committee of the Board)
authorizes the actual filing of the amendment to the Restated
Certificate of Incorporation with the Secretary of State of the
State of New York.
The Company is authorized to issue 150,000,000 shares of Common
Stock, of which 97,147,241 shares were issued and outstanding
as of the close of business on November 29, 1996. As proposed
and if effected, the Reverse Stock Split would reduce the
number of outstanding shares to approximately 32,382,413. If
the Reverse Stock Split occurs, the Company will amend its
listing with the New York Stock Exchange to reflect this
change. The Reverse Stock Split would not affect any
shareholder's proportionate equity interest in the Company,
except for those shareholders who would receive cash in lieu of
fractional shares. Neither the par value of the Common Stock
nor any rights presently accruing to holders of Common Stock
would be affected by this transaction.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS
PROPOSAL
Reasons for the Proposed Reverse Stock Split
The Company has filed registration statement (the "Registration
Statement") on Form S-3 with the Securities and Exchange
Commission (the "SEC") pursuant to which the Company and
certain selling shareholders intend to offer shares of Common
Stock (the "Offering"). In connection with the Offering, the
Board of Directors believes that it is in the best interests of
the Company to effect the Reverse Stock Split.
The current number of outstanding shares of Common Stock is
atypical for a company of Chyron's size. The large number of
shares of Common Stock currently outstanding results from the
issuance of shares of Common Stock as part of the capital
restructuring of the Company pursuant to certain bankruptcy
proceedings in 1992. The Board of Directors believes that the
Reverse Stock Split is in the best interests of the Company and
may provide the Company with additional financing alternatives
in the future.
Management of the Company is not aware of any present efforts
of any persons to accumulate Common Stock or to change control
of the Company, and the proposed Reverse Stock Split is not
intended to be an anti-takeover device.
Exchange of Stock Certificates
If the amendment is approved by the Company's shareholders, and
if the Board of Directors effects the Reverse Stock Split, the
Company will file its amendment to the Restated Certificate of
Incorporation with the Secretary of State of the State of New
York. The Reverse Stock Split will become effective on the
date of such filing (the "Effective Date") and the shareholders
will be notified on or after the Effective Date that the
Reverse Stock Split has been effected. The Company's transfer
agent, The American Stock Transfer and Trust Company, will act
as its exchange agent (the "Exchange Agent") for holders of
Common Stock in implementing the exchange of their
certificates.
As soon as practicable after the Effective Date, shareholders
shall be notified and requested to surrender their old
certificates to the Exchange Agent in exchange for the proper
number of new certificates. Beginning on the Effective Date,
each old certificate will be deemed for all corporate purposes
to evidence ownership of the reduced number of shares of Common
Stock as a result of the Reverse Stock Split. To the extent a
shareholder holds a number of shares not evenly divisible, the
Company will pay cash for fractional interests as described
below.
Liquidation of Fractional Shares
No scrip or fractional certificates will be issued in
connection with the Reverse Stock Split. Assuming approval of
the Reverse Stock Split by the Company's shareholders,
shareholders who ostensibly would be entitled to receive
fractional shares because they hold a number of shares of
Common Stock not evenly divisible will be entitled upon
surrender to the Exchange Agent of certificates representing
such shares, to a cash payment in lieu thereof at a price equal
to the closing price of the Company's Common Stock as reported
on the NYSE on the Effective Date for each such share of Common
Stock held prior to the Effective Date.
<PAGE>
The Company will either deposit sufficient cash with the
Exchange Agent or set aside sufficient cash for the purchase of
the above referenced fractional interests. Shareholders are
encouraged to surrender their old certificates to the Exchange
Agent for new certificates evidencing whole shares of the
Common Stock and to claim the sums, if any, due them for
fractional interests, as promptly as possible following the
Effective Date. The ownership of a fractional interest will
not give the holder thereof any voting, dividend, or other
rights except to receive payment therefor as described herein.
No service charge will be payable by shareholders in connection
with the exchange of certificates or the issuance of cash for
fractional interests, all of which costs will be borne and paid
by the Company.
Description of Company's Securities
The authorized capital stock of the Company consists of
150,000,000 shares of Common Stock, $.01 par value, and
1,000,000 shares of Preferred Stock, $1.00 par value. As of
November 29, 1996, there were issued and outstanding 97,147,241
shares of Common Stock. No shares of Preferred Stock were
outstanding.
Common Stock
The holders of outstanding shares of Common Stock are entitled
to receive dividends out of assets legally available therefor
at such times and in such amounts as the Board may, from time-
to-time, determine. Each shareholder is entitled to one vote
for each share of Common Stock held of record, on all matters
submitted to a vote of shareholders. There are cumulative
voting rights in connection with the election of directors.
Holders of Common Stock have no preemptive rights or rights to
convert their Common Stock into any other securities under the
Company's charter documents. There are no redemption or
sinking fund provisions applicable to the Common Stock. Upon
liquidation, dissolution, or winding up of the Company, the
assets legally available for distribution to shareholders are
distributable ratably among the holders of the Common Stock
outstanding at that time, after payment of liquidation
preferences, if any, on any outstanding Preferred Stock and
payment of claims of creditors.
Preferred Stock
The Company's Restated Certificate of Incorporation provides
that the Company may issue 1,000,000 shares of Preferred Stock,
$1.00 par value, in one or more series. The Board of Directors
is authorized to establish, from time-to-time, the number of
shares to be included in, and the designation of, any such
series, to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock, and to increase or
decrease the number of shares of any such series (but not below
the number of shares of such series then outstanding), without
any further vote or action by the shareholders. The issuance
of Preferred Stock may have the effect of delaying, deferring,
or preventing a change in control of the Company without
further action by the shareholders. The issuance of Preferred
Stock with voting and conversion rights may adversely affect
the voting power or other rights of the holders of Common
Stock.
<PAGE>
Federal Income Tax Consequences
The following is a brief description of the federal income tax
treatment that will generally apply as a result of the Reverse
Stock Split, based on the federal income tax laws in effect on
the date hereof. BECAUSE THE FOLLOWING PROVIDES ONLY A BRIEF
SUMMARY OF THE GENERAL FEDERAL INCOME TAX RULES, INDIVIDUALS
SHOULD NOT RELY THEREON FOR INDIVIDUAL TAX ADVICE, AS EACH
TAXPAYER SITUATION AND THE CONSEQUENCES OF ANY PARTICULAR
TRANSACTION WILL VARY DEPENDING UPON THE SPECIFIC FACTS AND
CIRCUMSTANCES INVOLVED. RATHER, EACH TAXPAYER IS ADVISED TO
CONSULT WITH HIS OR HER OWN TAX ADVISOR FOR PARTICULAR FEDERAL
AS WELL AS STATE AND LOCAL INCOME AND ANY OTHER TAX ADVICE.
The Reverse Stock Split should not result in the recognition of
gain or loss (except in the case of cash received for
fractional shares as described above). The holding period of
the shares of Common Stock will include the shareholder's
respective holding periods for the shares of Common Stock
exchanged therefor, provided that the shares of Common Stock
were held as a capital asset. The adjusted basis of the new
shares of Common Stock will be the same as the adjusted basis
of the Common Stock exchanged therefor, reduced, if applicable,
by the basis in the fractional shares which were exchanged for
cash as described above.
A shareholder who receives cash in lieu of fractional shares
will be treated as if the Company had issued fractional shares
