Registration No. 333-01861
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20349
Post Effective Amendment No. 1 to
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 of Organization)
11-2117385
(I.R.S. Employer Identification No.)
5 Hub Drive
Melville, New York
(Address of Principal Executive Officer)
11747
(Zip Code)
CHYRON CORPORATION 1995 Long-Term Incentive Plan
(Full title of the Plan)
Edward Grebow
President 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:
Robert S. Matlin, Esq.
Douglas N. Bernstein, 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.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
Common Stock 1,333,334 $5.125 $6,833,336.75 $2,070.71
par value $.01
per share
(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 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 November 13, 1997.
PART II
The contents of Chyron Corporation's (the "Registrant" or the "Company")
earlier Registration Statement on Form S-8, File No. 333-01861, are
incorporated herein by reference and made a part hereof.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company states that the documents listed below, which are on file with
the Securities and Exchange Commission, are incorporated herein by reference
and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) the Company's Proxy Statement, dated March 31, 1997, relating to the
Annual Meeting of Shareholders held on May 14, 1997;
(c) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1997;
(d) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1997;
(e) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1997; and
(f) the Company's Form 8-A, filed on March 24, 1992, which contains a
description of the class of common stock registered pursuant to the filing
of this Registration Statement.
All documents subsequently filed by the Registration pursuant to Sections
13(a), 13(c), 14 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby and certain legal matters
relating to the offering will be passed upon for the Company by Camhy
Karlinsky & Stein LLP, New York, New York. Certain Partners in the firm
have an interest in the Company. One holds currently exercisable options
to purchase 6,666 shares of Common Stock of the Company, another owns 10,235
shares of Common Stock and another partner holds currently exercisable
options to purchase 6,666 shares of Common Stock and may be deemed to have
beneficial ownership (although such beneficial ownership is disclaimed) of
an additional 20,471 shares of Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is added to Item 6:
The Company has entered into indemnity agreements with each of its directors
and executive officers. The indemnity agreements provide that directors and
executive officers (the "Indemnitees") will be indemnified and held harmless
to the fullest possible extent permitted by law including against all
expenses (including attorneys' fees), judgements, fines, penalties and
settlement amounts paid or incurred by them in any action, suit or
proceeding on account of their services as director, officer, employee,
agent or fiduciary of the Company or as directors, officers, employees or
agents of any other company or entity at the request of the Company. The
Company will not, however, be obligated pursuant to the agreements to
indemnify or advance expenses to an indemnified party with respect to any
action (1) in which a judgement adverse to the Indemnitee establishes (a)
that the Indemnitee's acts were committed in bad faith or were the result
of active and deliberate dishonesty and, in either case, were material, or
(b) that the Indemnitee personally gained in fact a financial profit or
other advantage to which he or she was not legally entitled, or (2) which
the indemnitee initiated, prior to a change in control of the company,
against the Company or any director or officer of the Company unless the
Company consented to the initiation of such claim.
The indemnity agreements require an Indemnitee to reimburse the Company for
expenses advanced only to the extent that it is ultimately determined that
the director or executive officer is not entitled, under Section 723(a) of
the New York Business Corporation Laws and the indemnity agreement, to
indemnification for such expenses.
Item 8. EXHIBITS
The following is a complete list of exhibits filed as a part of this
Amendment to the 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)
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 Post
Effective Amendment No. 1 to the 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 14th day of November 1997.
CHYRON CORPORATION
By: /s/ Edward Grebow
Edward Grebow
President and
Chief Executive Officer
By: /s/ Patricia Arundell-Lampe
Patricia Arundell-Lampe
Chief Financial Officer
Chief Accounting Officer
and Treasurer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward Grebow and Patricia Arundell-
Lampe, separately, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign any and all amendments,
including post-effective amendments and related registration statements, to
this Registration Statement, and to file same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do separately and perform each and every act and thing
requisite and necessary to be down, as fully to all intents and purposes as
he might or could so in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, on their substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended, this
Post Executive Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the date indicated.
Signature Title Date
/s/Edward Grebow President and November 17, 1997
Edward Grebow Chief Executive Officer
/s/Patricia Arundell-Lampe Chief Financial Officer November 17, 1997
Patricia Arundell-Lampe Chief Accounting Officer
and Treasurer
/s/Michael I. Wellesley-Wesley Director November 17, 1997
Michael I. Wellesley-Wesley
/s/S. James Coppersmith Director November 17, 1997
S. James Coppersmith
/s/Charles M. Diker Director November 17, 1997
Charles M. Diker
/s/Donald P. Greenberg Director November 17, 1997
Donald P. Greenberg
/s/Alan J. Hirschfield Director November 17, 1997
Alan J. Hirschfield
/s/Isaac Hersly Director November 17, 1997
Isaac Hersly
/s/Wesley W. Lang Director November 17, 1997
Wesley W. Lang
/s/Eugene M. Weber Director November 17, 1997
Eugene M. Weber
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibits Numbered Pages
5.1 Opinion of Camhy Karlinsky & Stein LLP 10
regarding the legality of shares of
Common Stock being registered
23.1 Consent of Price Waterhouse LLP 11
23.2 Consent of Ernst & Young LLP 12
23.3 Consent of Camhy Karlinsky & Stein LLP 10
(Included in Exhibit 5.1)
November 1997
Chyron Corporation
5 Hub Drive
Melville, New York 1147
Gentlemen:
You have requested our opinion in connection with the Post Effective
Amendment No. 1 to a Registration Statement on Form S-8 (the "Registration
Statement") 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 an additional 1,333,334
shares of common stock (the "Shares") in connection with the Company's 1995
Long-Term Incentive Plan, as amended (the "Plan").
As counsel for the Company, we have examined such records, documents and
questions of laws as we have deemed appropriate for the purposes of this
opinion and, on the basis thereof, advise you that in our opinion the 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 when issued upon prior exercise.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Camhy Karlinsky & Stein LLP
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1997 appearing on page
21 of Chyron Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
Price Waterhouse LLP
November 14, 1997
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post Effective Amendment
No. 1 to the Registration Statement (Form S-8 No. 33-01861) 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 year ended December 31, 1994 included
in the Annual Report (Form 10-K) for the year ended December 31, 1996.
Ernst & Young LLP
Melville, New York
November 14, 1997
