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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. _______________)*
CHYRON CORPORATION
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(Name of Issuer)
$0.01 Par Value Common Stock
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(Title of Class of Securities)
171605108
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(CUSIP Number)
Mr. Michael Tobiason, Graham & Dunn P.C.
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1420 Fifth Avenue, Seattle, WA 98101-2390 (206) 340-9625
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
August 18, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1-(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
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SCHEDULE 13D
CUSIP No. 171605108
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES)
CHRISTOPHER R. KELLY
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
NOT APPLICABLE (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
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7 SOLE VOTING POWER:
NUMBER OF 490,000 shares of common stock
1,446,153 shares of common stock (represented by
SHARES $2,350,000 Series B 8% Subordinated Convertible
Debentures, convertible upon demand into shares of
BENEFICIALLY common stock)
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OWNED BY 8 SHARED VOTING POWER:
0
EACH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER:
REPORTING 490,000 shares of common stock
1,446,153 shares of common stock (represented by
PERSON $2,350,000 Series B 8% Subordinated Convertible
Debentures, convertible upon demand into shares of
WITH common stock)
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10 SHARED DISPOSITIVE POWER:
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,936,153 shares of common stock (which includes 1,446,153 shares of
common stock issuable upon the conversion of $2,350,000 Series B 8%
Subordinated Convertible Debentures)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
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14 TYPE OF REPORTING PERSON:*
IN
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Item 1: SECURITY AND ISSUER.
CHYRON CORPORATION
5 Hub Drive
Melville, New York 11747
$0.01 Par Value Common Stock
Item 2: IDENTIFY AND BACKGROUND.
(a) NAME: Christopher R. Kelly
(b) RESIDENCE OR BUSINESS ADDRESS.
800 Fifth Avenue, Suite 4100
Seattle, WA 98104
(c) PRESENT PRINCIPAL OCCUPATION.
Name: Fortuna Investments
Address: 800 Fifth Avenue, Suite 1400
Seattle, WA 98104
Occupation: Personal Investments
(d) CRIMINAL PROCEEDINGS DURING LAST FIVE YEARS.
During the past five years, Mr. Kelly has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) CIVIL PROCEEDINGS DURING LAST FIVE YEARS.
During the last five years, Mr. Kelly has not been a
party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction
where, as a result of such proceeding, he was subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or
finding any violation with respect to such laws.
(f) CITIZENSHIP. United States
Item 3: SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Mr. Kelly made two separate purchases of Series B 8%
Subordinated Convertible Debentures Due December 31, 2003 of
Chyron Corporation ("Issuer"): (i) $350,000 pursuant to Series
B 8% Subordinated Convertible Debentures dated July 26, 1999;
and (ii) $2,000,000 pursuant to Series B 8% Subordinated
Convertible Debentures dated August 18, 1999 (collectively,
the "Debentures"). Mr. Kelly utilized personal cash resources
to purchase the Debentures.
Item 4: PURPOSE OF TRANSACTION.
Mr. Kelly subscribed for the Debentures for investment
purposes. Mr. Kelly has no plans or proposals which would
result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of
the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its
subsidiaries; (d) any change in the present board of directors
or management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board, except that it is
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intended that Mr. Kelly will be appointed to the Issuer's
Board of Directors; (e) any material change in the present
capitalization or dividend policy; (f) any other material
change in the Issuer's business or corporate structure,
including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make
any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
(g) changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h)
causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Act; or (j) any action similar to any of those enumerated
above.
Item 5: INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Number and Percent of Common Stock
Beneficially Owned:
1,936,153 shares of common stock (which
includes 1,446,153 shares of common stock
issuable upon the conversion of $2,350,000
Series B 8% Subordinated Convertible
Debentures), representing 5.8% of the
outstanding shares of common stock.
(b) Number of Shares as to Which Such Person Has:
(i) sole power to vote or direct the vote:
1,936,153 shares of common stock (which
includes 1,446,153 shares of common stock
issuable upon the conversion of $2,350,000
Series B 8% Subordinated Convertible
Debentures)
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of:
1,936,153 shares of common stock (which
includes 1,446,153 shares of common stock
issuable upon the conversion of $2,350,000
Series B 8% Subordinated Convertible
Debentures)
(iv) Shared power to dispose or to direct the
disposition of: 0
(c) Transactions effected during the last 60 Days or
since the last filed Schedule 13D:
Pursuant to the Debenture dated July 26, 1999, Mr.
Kelly purchased $350,000 of Series B Subordinated
Convertible Debentures Due December 31, 2003
(convertible on demand into shares of $0.01 par value
common stock).
Pursuant to the Debenture dated August 18, 1999, Mr.
Kelly purchased $2,000,000 of Series B Subordinated
Convertible Debentures Due December 31, 2003
(convertible on demand into shares of $0.01 par value
common stock).
(d) Identity of other individual who may have the right
to receive or power to direct the receipt of
dividends from, or proceeds from the sale of, the
securities.
Not Applicable
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(e) Date reporting person ceased being the beneficial
owner of 5% of the class of securities.
Not Applicable
Item 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF ISSUER.
Under the respective Debentures, Mr. Kelly subscribed for and
the Issuer accepted individual subscriptions for $350,000 and
$2,000,000, respectively, of Series B Subordinated Convertible
Debentures Due December 31, 2003 offered by the Issuer. Under
the terms of the Debentures, the holder of the Debentures may,
at any time and from time to time, convert the Debentures into
shares of the $0.01 par value common stock of the Issuer at
the Conversion Price (as defined) set forth in the Debentures.
The Conversion Price of the Debentures is initially set at
$1.625, and may be adjusted according to the terms of the
Debentures.
Item 7: MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 25, 1999
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Date
/s/ Christopher R. Kelly
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Signature
Christopher R. Kelly
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Christopher R. Kelly
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