UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT,
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): August 5, 2009
CHYRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York | 01-09014 | 11-2117385 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5 Hub Drive | |
Melville, New York | 11747 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (631) 845-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2009, Chyron Corporation (the "Company") and Michael C. Wheeler, a member of the Company's Board of Directors (the "Board"), entered into a consulting agreement for Mr. Wheeler to furnish the Company with certain advisory services with respect to various activities of the Company including but not limited to the introduction and presentation of AXIS products and services to certain TV station groups, TV networks, newspaper, radio and online groups. Mr. Wheeler will be paid a success based fee consisting of (i) 4% cash and (ii) 4% non-qualified stock options ("NQSOs") calculated on the contract value (excluding taxes, freight or other such charges) of an AXIS services contract executed between the Company and certain third party organizations (the "Agreement"). The Agreement expires June 30, 2010 unless terminated earlier.
On August 5, 2009, the Audit Committee of the Board approved this related-party transaction and recommended approval of the Agreement to the Board. The Board approved the Agreement at its August 5, 2009 meeting, with Mr. Wheeler abstaining.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 General Agreement for Consulting Services between Chyron Corporation and Michael C. Wheeler, dated August 5, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
CHYRON CORPORATION
| | By: | /s/ Jerry Kieliszak |
| | Name: | Jerry Kieliszak |
| | Title: | Senior Vice President and |
| | | Chief Financial Officer |
Date: August 7, 2009
Exhibit No. | Description |
| | |
10.1 | General Agreement for Consulting Services between Chyron Corporation and Michael C. Wheeler, dated August 5, 2009. |
