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:
[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X]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:
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,
Michael Wellesley-Wesley
Chairman of the Board and
Chief Executive Officer
CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUAR Y 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,
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.
CHYRON CORPORATION
TABLE OF CONTENTS
Page
INFORMATION CONCERNING VOTING 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
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."
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.
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.
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 no 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.
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 to him and
immediately redeemed such shares for cash. Such shareholder should
generally recognize gain or loss, as the case may be, measured by
the difference between the amount of cash received and the basis of
his old Common Stock applicable to such fractional shares had they
actually been issued. Such gain or loss shall be a capital gain or
loss (if such shareholder's Common Stock was held as a capital
asset), any such capital gain or loss shall generally be long-term
capital gain or loss to the extent such shareholder's holding for
his Common Stock exceeds twelve months. Shareholders should consult
their own individual tax advisors for the proper treatment of this
transaction.
No Dissenter's Rights
Under New York law, shareholders are not entitled to dissenter's
rights of approval with respect to the proposed amendment to the
Company's Restated Certificate of Incorporation to effect the
Reverse Stock Split. If the amendment is approved, the amended
Restated Certificate of Incorporation will become effective upon
filing with the Secretary of State of the State of New York. The
affirmative vote of the holders of a majority of the outstanding
Common Stock of the Company will be required to approve the
proposal.
PRINCIPAL SHAREHOLDERS
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of November 29, 1996, certain
information about all persons who, to the Company's knowledge, were
beneficial owners of 5% or more of Common Stock of the Company.(1)
Name and Address of
Beneficial Owner
WPG Corporate Development Associates
IV, L.P.
One New York Plaza
New York, New York 10004
WPG Enterprise Fund II, L.P.
555 California Street
San Francisco, California 94104
WPG Private Equity Partners, L.P.
One New York Plaza
New York, New York 10004
WPG Venture Partners III, L.P.
555 California Street
San Francisco, California 94104
Steven N. Hutchinson
Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
Philip Greer
Weiss, Peck & Greer, L.L.C.
555 California Street
San Francisco, California 94104
Gill Cogan
Weiss, Peck & Greer, L.L.C.
555 California Street
San Francisco, California 94104
Westpool Investment Trust plc
Carlton House
33 Robert Adam Street
London, W1M5AH
CC Acquisition Company A, L.L.C.
3490 Clubhouse Drive
Box 7443
Jackson, Wyoming 83001
Amount and Nature of
Beneficial Ownership
20,060,755(2)
4,984,717(3)
20,060,755(4)
9,129,302(5)
24,898,295(6)
13,966,842(7)
9,129,302(8)
7,884,491(9)
13,600,000(10)
Percent of
Class
20.66%
5.13%
20.66%
9.40%
25.64%
14.38%
9.40%
8.12%
14.00%
Name and Address of
Beneficial Owner
CC Acquisition Company B, L.L.C.
3490 Clubhouse Drive
Box 7443
Jackson, Wyoming 83001
Allan R. Tessler
3490 Clubhouse Drive
Box 7443
Jackson, Wyoming 83001<PAGE>
Amount and Nature of
Beneficial Ownership
11,765,892
25,365,892(11)
Percent of
Class
12.12%
26.12%
(1) The table in this section is based upon information supplied by
Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise
indicated in the footnotes to the table and subject to the community
property laws where applicable, each of the stockholders named in
this table has sole voting and investment power with respect to the
shares shown as beneficially owned by him. Applicable percentage of
ownership is based on 97,147,241 shares of common stock, which 125
were outstanding on November 29, 1996.
(2) Includes 2,290,140 shares of Common Stock owned in the
aggregate by Sepa Technologies Ltd. Co. ("Sepa"), the DSF Investment
Trust I ("DSF") and Alfred O.P. Leubert Ltd., a New York corporation
("Leubert"), over which it has voting control.
(3) Includes 569,160 shares of Common Stock owned by Sepa, DSF and
Leubert over which it has voting control.
(4) WPG Private Equity Partners, L.P. ("PEP") serves as the general
partner of WPG Corporate Development Associates IV, L.P. ("CDA").
PEP disclaims beneficial ownership of such shares, except to the
extent of its interest in CDA.
(5) WPG Venture Partners III, L.P. ("WPGVP") serves as the general
partner of WPG Enterprise Fund II, L.P. ("WGEF") and Weiss, Peck &
Greer Venture Associates III, L.P. ("WPGVA"). WPGVA has voting
power over 473,040 shares of Common Stock owned by Sepa, DSF and
Leubert. WPGVP disclaims beneficial ownership of such shares,
except to the extent of its interest in WPGEF and WPGVA.
(6) Mr. Hutchinson is a co-managing partner of PEP and PEPO and a
director of Overseas. Mr. Hutchinson disclaims beneficial
ownership of such shares, except to the extent of his interest in
PEP, PEPO and Overseas.
(7) Mr. Greer is a co-managing partner of WPGVP. He is also a
general partner of PEP and PEPO and a director of Overseas. Mr.
Greer disclaims beneficial ownership of such shares except to the
extent of his interest in PEPO, PEP, Overseas and WPGVP.
(8) Mr. Cogan is a co-managing partner of WPGVP and a director of
Overseas. Mr. Cogan disclaims beneficial ownership of such shares,
except to the extent of his interest in WPGVP and Overseas.
(9) Includes 900,180 shares of Common Stock owned by Sepa, DSF and
Leubert over which it has voting control.
(10) Includes 3,600,000 shares of Common Stock owned by Sepa, DSF
and Leubert over which it has voting control.
(11) Mr. Tessler is the President and sole manager of CC Acquisition
Company A, L.L.C. ("CCA") and CC Acquisition Company B, L.L.C.
("CCB"). Mr. Tessler does not admit that he is, for the purpose of
Section 16(a) of the Exchange Act or otherwise, the beneficial owner
of such shares.
Security Ownership of Management
The following table sets forth as of November 29, 1996, certain
information with respect to the beneficial ownership of each class
of the Company's equity securities by each director, director
nominee and executive officer of the Company and all directors and
executive officers of the Company as a group.
Name of Beneficial Owner
Michael I. Wellesley-Wesley
CEO and Chairman
of the Board
Roi Agneta
Vice President
Sheldon D. Camhy
Director
S. James Coppersmith
Director
Charles M. Diker
Director
Donald P. Greenberg
Director
Raymond Hartman
Director
Roger Henderson
Executive Vice President
Isaac Hersly
President, COO and Director
Alan J. Hirschfield
Director
Patricia A. Lampe
Treasurer and CFO
Wesley W. Lang, Jr.
Director
Eugene M. Weber
Director
Amount and Nature of
Beneficial Ownership(1)
25,365,892(2)
56,592(3)
20,000(4)
10,000(5)
1,669,382(4)(6)
10,000(5)
573,357
103,591
369,542(7)
21,785,892(4)(8)
50,000(3)
27,759,855(4)(9)
20,000(4)
Percent of Total
26.12%
*
*
*
1.72%
*
*
*
*
22.43%
*
25.65%
*
All current directors and executive officers as a group
(14 persons)
* Less than one percent (1%).
(1) The table in this section is based upon information supplied by
Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise
indicated in the footnotes to the table and subject to the community
property laws where applicable, each of the stockholders named in
this table has sole voting and investment power with respect to the
shares shown as beneficially owned by him. Applicable percentage of
ownership is based on 97,147,241 shares of common stock, which were
outstanding on November 29, 1996.
(2) Mr. Wellesley-Wesley is indirectly one of several members and
the Vice President of CCA and CCB. Mr. Wellesley-Wesley does not
admit that he is, for purposes of Section 16(a) of the Exchange Act
or otherwise, the beneficial owner of such shares. Includes
3,600,000 shares owned by Sepa, DSF and Leubert over which he has
voting control.
(3) Includes 50,000 shares that may be acquired upon exercise of
presently exercisable options.
(4) Includes 20,000 shares that may be acquired upon the exercise
of presently exercisable options.
(5) Includes 10,000 shares that may be acquired upon exercise of
presently exercisable options.
(6) Mr. Diker directly owns 1,470,382 shares of Common Stock and
has voting control over 189,000 shares owned by Sepa, DSF and
Leubert.
(7) Includes 166,666 shares that may be acquired upon the exercise
of presently exercisable options.
(8) Of these shares 21,765,892 are owned by CCA and CCB. Mr.
Hirschfield is one of several members of CCA and CCB and he does not
admit that he is, for purposes of Section 16(a) of the Exchange Act
or otherwise, the beneficial owner of such shares.
(9) Includes 22,055,735 shares beneficially owned by CDA, CDAO,
PEP, PEPO and Overseas. Includes 2,842,560 shares of Common Stock
owned by Sepa, DSF and Leubert over which Mr. Lang has indirect
voting control. Mr. Lang is the co-managing partner of PEP and PEPO
and a director of Overseas. Mr. Lang disclaims beneficial ownership
of such shares, except to the extent of his interest in PEP, PEPO
and Overseas.
COST OF SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is made
by and on behalf of the Company's Board of Directors. The cost of
such solicitation will be paid by the Company. Such cost includes
the preparation, printing, and mailing of the Notice of Special
Meeting, Proxy Statement, and form of proxy. The solicitation will
be conducted principally by mail, although directors, officers and
employees of the Company (at no additional compensation) may solicit
proxies personally or by telephone or telegram. Arrangements will
be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of proxy material to the beneficial
owners of shares held of record by such fiduciaries, and the Company
may reimburse such persons for their reasonable expenses in so
doing.
REPORT ON FORM 10-K; REPORTS ON FORM 10-Q
The Company will provide without charge to each person whose proxy
is solicited, upon the written request of any such person, a copy of
(i) the Company's Annual Report on Form 10-K for the period January
1, 1995 through December 31, 1995, filed with the SEC, including the
financial statements and the schedules thereto (ii) the Company's
Quarterly Report on Form 10-Q for the period January 1, 1996 through
March 31, 1996, (iii) the Company's Quarterly Report on Form 10-Q
for the period April 1, 1996 through June 30, 1996, and (iv) the
Company's Quarterly Report on Form 10-Q for the period July 1, 1996
through September 30, 1996. The Company does not undertake to
furnish without charge copies of all exhibits to its Forms 10-K and
10Qs, but will furnish any exhibit upon the payment of Twenty Cents
($0.20) per page or a minimum charge of Five Dollars ($5.00). Such
written requests should be directed to Ms. Judy Mauro, Director of
Corporate Communications, Chyron Corporation, 5 Hub Drive, Melville,
New York, 11747. Each such request must set forth a good faith
representation that, as of December 27, 1996, the person making the
request was a beneficial owner of securities entitled to vote at the
Special Meeting. The Company incorporates herein such Forms 10-K
and 10-Qs by reference.
By Order of the Board of Directors,
Daniel I. DeWolf
Secretary
Melville, New York
January 3, 1997
CHYRON CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 24, 1997
The undersigned hereby appoints Michael Wellesley-Wesley and Isaac
Hersly, each with the full authority to act without the other and
with the power to appoint his substitute, as Proxies and hereby
authorizes each of them to represent and vote, as designated on this
proxy card, all the shares of Common Stock of Chyron Corporation
held on record by the undersigned on December 27, 1996 at the
Special Meeting of Shareholders to be held on January 24, 1997, or
any adjournment or adjournments thereof.
1. To give the Board of Directors the authority until March 14,
1997 to file an amendment to the Restated Certificate of
Incorporation of Chyron to effect a reverse stock split of Chyron's
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 currently issued and outstanding.
FOR AGAINST ABSTAIN
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is
made, it will be voted "FOR" Paragraph 1 as described above and in
the accompanying Proxy Statement, and as the Proxies deem advisable
on any other matters as may properly come before the meeting.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
Dated , 1997
Signature
Signature if held jointly
(This Proxy should be signed by the shareholder(s) exactly as his or
her name appears hereon. When shares are held by joint tenants or
as community property, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please
sign in partner-ship name by authorized person.)
