Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CHYRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York (State of Incorporation or Organization)
11-2117385 (I.R.S. Employer Identification No.)
5 Hub Drive, Melville, New York
(Address of Principal Executive Offices)
11747 (Zip Code)
CHYRON CORPORATION 1995 Long-Term Incentive Plan
(Full title of the plan)
Michael I. Wellesley-Wesley
Chairman of the Board and
Chief Executive Officer
Chyron Corporation
5 Hub Drive
Melville, New York 11747
(Name and address of agent for service)
(516) 845-2000
(Telephone number, including area code, of agent for service)
Copy to:
Daniel I. De Wolf, Esq.
William N. Haddad, Esq.
Camhy, Karlinsky & Stein LLP
1740 Broadway
New York, New York 10019
(212) 977-6600
Approximate date of proposed commencement of sales pursuant to
the Plan: From time to time after the effective date of this
Registration Statement.
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offerig Price Aggregate Amount of
To Be Amount to be Per Offering Registration
Registered Registered (1) Share(2) Price (2) Fee
Common Stock,
par value 2,975,000 $1.625 $4,834,375 $1,667.03
$0.01 per share
Common Stock,
par value 150,000 $1.875 $281,250 $96.98
$0.01 per share
Common Stock
par value 90,000 $1.875 $168,750 $58.19
$0.01 per share
Common Stock,
par value 20,000 $3.125 $62,500 $21.55
$0.01 per share
Common Stock,
par value 1,765,000 $3.3125 $5,846,563 $2,016.06
$0.01 per share
$3,838.26
(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the
registration fee and based (a) as to shares issuable upon the
exercise of outstanding options under the plan, on the exercise
price of such options, and (b) as to the balance of the shares
reserved for issuance under the plan, on the average of the
high and the low prices of the Company's Common Stock as
reported by the New York Stock Exchange on March 15, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Chyron Corporation (the "Registrant" or the "Company") states
that the following documents, which are on file with the
Securities and Exchange Commission, listed below are
incorporated herein by reference and made a part hereof:
(1) the Company's Form 8-A filed on February 24, 1992 which
contains a description of the class of common stock registered
pursuant to the filing of this Registration Statement;
(2) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994;
(3) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995;
(4) the Company's Form 8-K filed May 30, 1995;
(5) the Company's Form 8-K filed June 9, 1995;
(6) the Company's Quarterly Report on form 10-Q for the
quarter ended June 30, 1995;
(7) the Company's Form 8-K filed August 8, 1995;
(8) the Company's Form 8-KA filed August 9, 1995;
(9) the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995; and
(10) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995
All documents subsequently filed by the Registrant pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of
1934, as amended (the Exchange Act ) prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is deemed to
be incorporated by reference herein, modifies or supersedes
such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's certificate of incorporation, as restated (the
"Certificate of Incorporation"), provides that the personal
liability of a director be eliminated to the fullest extent
permitted by the provisions of paragraph (b) of Section 402 of
the Business Corporation Law of the State of New York, as the
same may be amended and supplemented.
Article VII of the Company's by-laws (the "By-Laws") provides
for the indemnification by the Company of any person to the
full extent permitted, and in the manner provided, by the New
York Business Corporation Law, as the same now exists or may
hereafter be amended.
Section 402(b) of the New York Business Corporation Law
provides that a certificate of incorporation may set forth a
provision eliminating or limiting the personal liability of
directors to the corporation or its shareholders for damages
for any breach of duty in such capacity, provided that no such
provision shall eliminate or limit:
(1) the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or
omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that he personally gained in
fact a financial profit or other advantage to which he was not
legally entitled or that his acts violated Section 719, or
(2) the liability of any director for any act or omission prior
to the adoption of a provision authorized by this paragraph.
Sections 721 through 725 of the New York Business Corporation
Law provide that New York corporations shall have the power,
under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions,
suits or proceedings brought against them by a third party or
in the right of the corporation by reason of the fact that they
were or are such directors, officers, employees or agents,
against expenses incurred in such actions, suits or
proceedings.
Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements with its directors and
officers providing for indemnification for actions, suits or
proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were
or are such directors or officers, against expenses incurred in
such actions, suits or proceedings, provided, however, that no
such indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action
so adjudicated, or that he personally gained in fact a
financial profit or other advantage to which he was not legally
entitled.
Under Section 722(a), the corporation may indemnify any person
made, or threatened to be made, a party to an action or
proceeding (other than an action by or in the right of the
corporation to procure a judgment in its favor) whether civil
or criminal, including an action by or in the right of any
other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the
corporation served in any capacity at the request of the
corporation, by reason of the fact that he, his testator or
intestate was a director or officer of the corporation, or
served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any
capacity. Indemnification may be given for judgments, fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result
of such action or proceeding, or any appeal therein, if such
director or officer is shown to have acted in good faith, for
a purpose which he reasonably believed to be in the best
interests of the corporation, and, in criminal actions or
proceedings, in addition, had no reasonable cause to believe
such conduct was unlawful.
Under Section 722(c), the corporation may indemnify any person
made, or threatened to be made, a party to an action by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that he, his testator or intestate, is or
was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or
officer of any other corporation of any type or kind, domestic
or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in
settlement and reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an
appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or
in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the
corporation, except that no indemnification under this
paragraph shall be made in respect of (1) a threatened action,
or a pending action which is settled or otherwise disposed of,
or (2) any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and
only to the extent that the court in which the action was
brought, or if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.
Indemnification may be by court order under Section 724 or by
approval of the corporation in the manner set forth in the
statute. Under Section 723(a), success on the merits or
otherwise in the defense of a civil or criminal action or
proceeding of the character described in Section 722 entitles
the director or officer to indemnification as authorized in
Section 722. If not wholly successful, indemnification shall
be made by the corporation, unless ordered by a court order
under Section 724, only if a quorum of the board, not including
parties to the action, finds that the standard of conduct set
forth in Section 722 or established pursuant to Section 721 has
been met. If a quorum cannot be obtained, or even if
obtainable, a quorum of disinterested directors so direct,
approval may be by the board upon (i) the opinion of
independent legal counsel that indemnification is proper in the
circumstances or (ii) a determination by the shareholders that
the applicable standard of conduct set forth in such sections
has been met by the director or officer. Under Section 723(c),
expenses incurred in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the
final disposition of an action upon receipt of an undertaking
by or on behalf of such director or officer to repay such
amount as, and to the extent, required by Section 725(a).
Under Section 724, if the corporation fails to provide
indemnification, the director or officer may apply to the
court, and may receive indemnification to the extent authorized
under Section 722 and paragraph (a) of Section 723. Where
indemnification is sought by judicial action, the court may
allow a person such reasonable expense, including attorneys'
fees, during the pendency of the litigation as are necessary in
connection with that person's defense, if the court finds that
the defendant has by their pleadings or during the course of
the litigation raised grave issues of fact or law. All
expenses incurred in defending an action or proceeding which
are advanced by the corporation under Section 723 or allowed by
a court under Section 724 shall be repaid in case the person
receiving such advancement is ultimately found not to be
entitled to indemnification, or whose indemnification is
granted, to the extent the expenses so advanced by the
corporation or allowed by the court exceed the indemnification
to which he is entitled. Indemnification may not be made if it
is inconsistent with the corporation's certificate of
incorporation, by-laws, board resolutions, shareholder
resolutions, an agreement or other corporation action, in
effect at the time of the accrual of the alleged cause of
action in which the expenses were incurred, which prohibits or
otherwise limits indemnification; or the indemnification would
be inconsistent with a condition imposed by the court in
approving a settlement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as a part
of, or incorporated by reference in, this Registration
Statement:
Exhibit No. Document
5.1 Opinion of Camhy Karlinsky & Stein LLP
regarding the legality of shares of
Common Stock being registered.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Camhy Karlinsky & Stein LLP
(included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
A. To Update Annually
The undersigned registrant hereby undertakes
(1) other than as provided in the proviso to item 512(a) of
Regulation S-K, to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act,
(b) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement, and
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) of this
section shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) that for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide
offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. Incorporation of Subsequent Securities
Exchange Act of 1934 Documents by Reference
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
C. Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as
to whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Suffolk, State of
New York on the 20th day of March, 1996.
CHYRON CORPORATION
Michael I. Wellesely-Wesley
By: Michael I. Wellesley-Wesley
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURE & TITLE DATE
/s/Michael I. Wellesley-Wesley March 20, 1996
Michael I. Wellesley-Wesley
Chairman of the Board
Chief Executive Officer
/s/ Isaac Hersly March 20, 1996
Isaac Hersly
President and Chief
Operating Officer
/s/ Patricia Lampe March 20, 1996
Patricia Lampe
Chief Financial Officer,
Chief Accounting Officer,
and Treasurer
/s/ Sheldon D. Camhy March 20, 1996
Sheldon D. Camhy
Director
/s/ Charles M. Diker March 20, 1996
Charles M. Diker
Director
/s/ Alan J. Hirschfield March 20, 1996
Alan J. Hirschfield
Director
/s/ Wesley W. Lang March 20, 1996
Wesley W. Lang
Director
/s/ Eugene Weber March 20, 1996
Eugene Weber
Director
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibits Numbered Pages
5.1 Opinion of Camhy, Karlinsky & Stein LLP E-1
23.1 Consent of Price Waterhouse LLP E-2
23.2 Consent of Ernst & Young LLP E-3
23.3 Consent of Camhy, Karlinsky & Stein LLP E-5
(included in Exhibit 5.1)
<PAGE>
EXHIBIT 5.1
March 20, 1996
Chyron Corporation
5 Hub Drive
Melville, NY 11747
Gentlemen:
You have requested our opinion in connection with a
Registration Statement on Form S-8 to be filed by Chyron
Corporation (the "Company") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
for registration under said Act of 5,000,000 common shares (the
"Shares") in connection with the Company's 1995 Long-Term
Incentive Plan (the "Plan").
As counsel for the Company, we have examined such records,
documents and questions of law as we have deemed appropriate
for the purposes of this opinion and, on the basis thereof,
advise you that in our opinion the 5,000,000 shares to be
issued by the Company as a result of the exercise, if any, of
the options under the Plan will be legally issued and
outstanding and fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement.
Very truly yours,
Camhy, Karlinsky & Stein
E-1<PAGE>
EXHIBIT 23.1
CONSENT FOR INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
8, 1996, except as to Note 17, which is as of February 29,
1996, appearing on page 16 of Chyron Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995.
Price Waterhouse
New York, New York
March 20, 1996
E-2<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the Chyron
Corporation 1995 Long-Term Incentive Plan of our report dated
February 17, 1995, with respect to the consolidated financial
statements and schedule of Chyron Corporation for the two years
ended December 31, 1994 incorporated by reference in the Annual
Report (Form 10-K) for the year ended December 31, 1995.
Ernst & Young LLP
New York, New York
E-3
<PAGE>
EXHIBIT 23.3
March 20, 1996
Chyron Corporation
5 Hub Drive
Melville, NY 11747
Gentlemen:
You have requested our opinion in connection with a Registration
Statement on Form S-8 to be filed by Chyron Corporation (the
"Company") with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, for registration
under said Act of 5,000,000 common shares (the "Shares") in
connection with the Company's 1995 Long-Term Incentive Plan (the
"Plan").
As counsel for the Company, we have examined such records,
documents and questions of law as we have deemed appropriate for
the purposes of this opinion and, on the basis thereof, advise
you that in our opinion the 5,000,000 shares to be issued by the
Company as a result of the exercise, if any, of the options
under the Plan will be legally issued and outstanding and fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
Camhy, Karlinsky & Stein
E-4
