FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1997 Commission File Number 1-9014
Chyron Corporation
(Exact name of registrant as specified in its charter)
New York 11-2117385
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
5 Hub Drive, Melville, NY 11747
(Address of principal executive offices) (Zip Code)
(516) 845-2000
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by a check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock $.01 Par Value - 32,583,486 as of August 5, 1997
This document consists of 16 pages
CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(In thousands except per share amounts)
(Unaudited)
1997 1996
Net sales............................... $ 21,897 $22,532
Cost of products sold................... 11,980 11,131
Gross profit............................ 9,917 11,401
Operating expenses:
Selling, general and administrative... 7,481 6,755
Research and development ............. 1,937 1,191
Non-recurring charges................. 2,407
Total operating expenses................ 11,825 7,946
Operating (loss)income.................. (1,908) 3,455
Interest and other expense, net......... 434 298
(Loss)income before provision for
income taxes.......................... (2,342) 3,157
Income taxes/equivalent (benefit)
provision............................. (810) 1,248
Net (loss) income....................... $ (1,532) $ 1,909
Net (loss) income per common share...... $ (.05) $ .06
Weighted average number of common and
common equivalent shares outstanding.. 32,569 32,746
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(In thousands except per share amounts)
(Unaudited)
1997 1996
Net sales............................... $ 40,098 $36,257
Cost of products sold................... 22,031 17,070
Gross profit............................ 18,067 19,187
Operating expenses:
Selling, general and administrative .. 14,708 10,461
Research and development ............. 3,448 2,299
Non-recurring charges................. 3,082
Total operating expenses................ 21,238 12,760
Operating (loss)income.................. (3,171) 6,427
Interest and other expense, net......... 764 422
(Loss)income before provision for
income taxes.......................... (3,935) 6,005
Income taxes/equivalent (benefit)
provision............................. (1,307) 2,216
Net (loss) income....................... (2,628) 3,789
Retained earnings - beginning of period. 9,997 1,343
Retained earnings - end of period....... $ 7,369 $ 5,132
Net (loss) income per common share...... $ (.08) $ .12
Weighted average number of common and
common equivalent shares outstanding.. 32,482 31,860
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
(unaudited)
ASSETS
6/30/97 12/31/96
Current assets:
Cash and cash equivalents.............. $ 3,485 $ 4,555
Accounts and notes receivable.......... 21,619 25,237
Inventories............................ 23,361 23,502
Prepaid expenses....................... 2,377 865
Deferred tax asset..................... 7,676 6,015
Other.................................. 3,087 2,826
Total current assets................. 61,605 63,000
Property and equipment................... 12,416 12,701
Excess of cost over net tangible assets
acquired............................... 6,487 6,439
Investment in RT-SET..................... 2,161 2,161
Software development costs............... 4,050 2,176
Deferred tax asset....................... 4,911 4,709
Other.................................... 240 217
TOTAL ASSETS $91,870 $91,403
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses.. $18,477 $15,828
Current portion of long-term debt...... 11,848 5,080
Capital lease obligations.............. 263 225
Total current liabilities............ 30,588 21,133
Long-term debt........................... 8,282 15,163
Capital lease obligations................ 43 118
Other.................................... 745 1,043
Total liabilities...................... 39,658 37,457
Commitments and contingencies
Shareholders' equity:
Preferred stock; par value without designation
Authorized - 1,000,000 shares, Issued - none
Common stock; par value $.01
Authorized - 150,000,000 shares
Issued and outstanding -
32,583,486 shares at June 30, 1997
32,384,635 shares at December 31, 1996. 326 324
Additional paid-in capital.............. 43,961 43,124
Retained earnings....................... 7,369 9,997
Cumulative translation adjustment....... 556 501
Total shareholders' equity............ 52,212 53,946
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $91,870 $91,403
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(In Thousands)
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES 1997 1996
Net (loss)/income........................$(2,628) $ 3,789
Adjustments to reconcile net (loss)
income to net cash provided by operating
activities:
Non-recurring charges................. 1,924
Depreciation and amortization ........ 1,909 1,521
(Recognition) utilization of deferred
tax asset............................. (1,855) 485
Changes in operating assets and
liabilities:
Accounts and trade notes receivable... 3,707 (1,757)
Inventories........................... (745) (2,702)
Prepaid expenses ..................... (1,484) (726)
Other assets.......................... (282)
Accounts payable and accrued expenses. 1,709 737
Management fee payable................ (1,000)
Other liabilities..................... (271) 201
Net cash provided by operating
activities............................. 1,984 548
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Axis Holdings
Incorporated........................... (413)
Acquisition of Pro-Bel, Ltd............. (7,031)
Acquisitions of property and equipment.. (1,016) (972)
Capitalized software development ....... (756) (436)
Other................................... (155)
Net cash (used in) investing activities. (2,185) (8,594)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of capital lease obligations... (65) (110)
Proceeds from exercise of common stock
purchase warrants, net................. 239
Proceeds from exercise of stock options. 20
Payment of term loan.................... (1,000) (500)
Payments (borrowings) of revolving credit
agreements, net....................... 200 (5,644)
Proceeds from new credit facility, net.. 11,130
Net cash (used in) provided by financing
activities............................ (865) 5,135
Effect of foreign currency rate
fluctuations on cash and cash
equivalents........................... (4)
Change in cash and cash equivalents..... (1,070) (2,911)
Cash and cash equivalents at beginning of
period................................. 4,555 5,012
Cash and cash equivalents at end of
period.................................$ 3,485 $ 2,101
Noncash investing and financing activities:
On March 31, 1997, the Company acquired the issued and outstanding
shares of Axis Holdings Incorporated. The consideration in addition
to cash paid included the issuance of 173,913 shares of Chyron
Corporation common stock valued at $750,000 and notes payable of
$667,000. See Note 2 for further discussion.
CHYRON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared in conformity with generally accepted accounting
principles for interim financial reporting. Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. These statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended December
31, 1996.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and six months
ended June 30, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.
2. INVESTMENT IN AXIS HOLDINGS INCORPORATED
On March 31, 1997, the Company acquired 100% of the capital stock of
Axis Holdings Incorporated ("Axis") located in Los Angeles,
California. Axis develops software in professional video and audio
tools created specifically for use on the Microsoft Windows NT
Operating System. The purchase consisted of $368,000 in cash paid
and professional fees, $667,000 in notes and 173,913 restricted
shares of Chyron common stock valued at $750,000.
As stated in the purchase agreement the principal portion of the
note is to be paid in two successive annual installments.
Installment payment amounts are contingent upon Axis achieving
certain revenue targets. Installments of $350,000 and $317,000 are
due on March 31, 1998 and March 31, 1999, respectively, provided
that the targeted shipments of the primary product associated with
the Axis division are realized on or before March 15, 1998. If the
Company does not achieve its target the installment payment will be
$250,000 and $417,000 due on March 31, 1998 and March 31, 1999,
respectively. Interest is to be paid at the rate of 6% per year and
is due with the annual installments.
Additionally, payments equal to 20% of cumulative net profits on the
Axis product line, in excess of $1 million, will be payable to the
sellers. The period for the calculation of cumulative net profits
is March 31, 1997 through December 31, 1999. Payments due for each
year will be made on or before April 30, of the next succeeding
year.
The acquisition was accounted for as a purchase in accordance with
APB 16. Accordingly, the costs of the acquisition were allocated to
the net assets acquired based on their estimated fair values. The
majority of the purchase price was capitalized as software
development costs and will be amortized over the estimated economic
life of the products, commencing when each product is available for
general release.
3. RESTATEMENT AND RECLASSIFICATION
On January 24, 1997, the Company's shareholders ratified a one-for-
three reverse stock split. Net income (loss) per share, weighted
average number of common and common equivalent shares outstanding,
common stock issued and outstanding, additional paid-in-capital and
all other common stock transactions presented in these consolidated
financial statements have been restated to reflect the one-for-three
reverse stock split. In addition, certain prior year amounts have
been reclassified to conform to current year presentation.
4. ACQUISITION OF PRO-BEL LIMITED
On April 12, 1996, the Company completed the acquisition of the
issued and outstanding shares of Pro-Bel Limited ("Pro-Bel"),
located in the United Kingdom. Pro-Bel manufactures and distributes
video signal and switching equipment and systems. The consideration
consisted of $6.9 million in cash, $5.3 million in notes, and
3,146,205 shares of restricted Chyron common stock valued at $6.9
million.
The acquisition of Pro-Bel was accounted for as a purchase.
Accordingly, the purchase price was allocated to the net assets
acquired based upon their estimated fair values. The excess of
purchase price over the estimated fair value of net assets acquired
amounted to $7,276,000, which is being amortized over 12 years using
the straight line method.
The accompanying consolidated statements of operations include the
operating results of the Company and Pro-Bel since the date of the
acquisition. Actual unaudited consolidated operating results for
the six months ended June 30, 1997 and proforma unaudited
consolidated operating results for the six months ended June 30,1996
assuming the acquisition had been made as of January 1, 1996,
respectively, are summarized below (in thousands except per share
amounts).
Actual Proforma
June 30, June 30,
1997 1996
Net sales $40,098 $46,251
Net (loss) income $(2,628) $ 3,852
(Loss) earnings per share $ (.08) $ .12
These pro forma results have been prepared for comparative purposes
only and include adjustments as a result of applying purchase
accounting and conversion to generally accepted accounting
principles in the United States, such as additional depreciation
expense and cost of goods sold due to the step-up in the basis of
fixed assets and inventory, respectively, goodwill amortization, a
decrease in research and development due to the capitalization of
software development costs and increased interest expense on
acquisition debt adjusted for tax effect. The pro forma financial
information is not necessarily indicative of the operating results
that would have occurred if the acquisition had taken place on the
aforementioned date, or of future results of operations of the
consolidated entities.
5. ACCOUNTS AND NOTES RECEIVABLE
Trade accounts and notes receivable are stated net of an allowance
for doubtful accounts of $3,021,053 and $2,850,000 at June 30, 1997
and December 31, 1996, respectively.
6. INVENTORIES
Inventories consist of the following (in thousands):
June 30, December 31,
1997 1996
Finished goods $11,150 $12,879
Work-in-process 5,488 5,271
Raw material 6,723 5,352
$23,361 $23,502
7. NON-RECURRING CHARGES
For the six months ended June 30, 1997, the Company incurred non-
recurring charges totalling $3.1 million. Of these total charges,
$675,000 was related to the Company's planned secondary offering of
common stock which was terminated due to the market valuation of the
stock. The remainder ($2.4 million) related mainly to a
repositioning by the Company to address the domestic television
market's need for high definition and multichannel standard
definition digital equipment that complies with recent Federal
Communication Commission rulings. Included in this charge was a
write-down of inventory related to product lines which have been
discontinued as a result of a new market positioning strategy,
severance expense related to a staff reduction in the second
quarter, the write-off of software development projects related to
product not within the new strategy, the consolidation of certain
Chyron offices, the settlement of litigation dating back several
years and the write-off of costs related to a potential acquisition
that was abandoned due to the new strategy.
8. NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement on Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." This accounting standard is effective for
financial statements issued for fiscal years beginning after
December 15, 1997 and requires restatement of all prior-period
earnings per share data presented. Adoption of SFAS 128 will not
have a material impact on the calculation of earnings per share for
the periods presented.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITIONS
Results of Operations
Overview
This discussion should be read in conjunction with the Consolidated
Financial Statements including the Notes thereto:
Comparison of the Three Months Ended June 30, 1997 and 1996
Sales for the quarter ended June 30, 1997 decreased to $21.9
million, a decrease of $635,000, or 2.8%, over the $22.5 million
reported for the second quarter of 1996. Pro-Bel product line sales
increased by over 30% for the period, while Chyron graphic product
sales showed a decline of approximately 20%. Domestic sales
declined due mainly to customers opting to fill their graphic system
needs with the Company's lower end Chyron products based on the
recent Federal Communications Commission ("FCC") ruling requiring
broadcasters to utilize digital advanced television transmission
beginning in 1998 which should cause large future capital
expenditures by the broadcast industry. The decrease in Chyron
graphic product sales was driven mainly by a decrease in demand for
the high-end iNFiNiT product line, while sales of the Max, Maxine
and Codi lines showed increases. Overall, international sales
increased.
Gross profit decreased by $1.5 million, or 13.2% to $9.9 million for
the quarter ended June 30, 1997 from $11.4 million for the second
quarter of 1996. Such decrease was attributable to both the
decrease in sales for the second quarter of 1997 and a change in the
product mix. Gross margins as a percentage of sales decreased to
45.3% in 1997 from 50.6% in 1996 mainly as a result of the change in
the product mix and the decrease in the volume of Chyron graphics
sales. The inclusion of Pro-Bel products, which historically have
had lower gross margins than Chyron's gross margins, also
contributed to the decrease in gross margin.
Selling, general and administrative (SG&A) expenses increased by
$726,000 or 10.7%, to $7.5 million in the second quarter of 1997
compared to $6.8 million for the second quarter of 1996. Such
increase is due mainly to increases in Pro-Bel expenses based on
increased sales volume. SG&A expenses for the Chyron product lines
were relatively unchanged for the second quarter of 1997 as compared
to the same period in 1996.
Research and development (R&D) expenses increased for the second
quarter of 1997 over the 1996 second quarter by $746,000, or 62.6%.
The increase is due mainly to intensified efforts at Chyron and Pro-
Bel to address the FCC rulings described above in terms of new
product development. These increases are mainly the result of
increased headcount at both Chyron and Pro-Bel. Additional
increases are due to the inclusion of Axis Holdings Incorporated
("Axis") which was purchased on March 31, 1997. R&D includes the
net amortization of capitalized software which remained consistent
for both three month periods.
In an effort to position Chyron to meet the domestic television
markets need for high definition and multichannel standard
definition digital equipment that comply with the recent FCC rulings
described above, the Company underwent a repositioning which,
together with several other items, resulted in non-recurring charges
in the second quarter totalling $2,407,000.
Included in this charge was a write-down of inventory related to
product lines which have been discontinued as a result of a new
market positioning strategy, severance expense related to a staff
reduction in the second quarter, the write-off of software
development projects related to products not within the new
strategy, the consolidation of certain Chyron offices, the
settlement of litigation dating back several years and the write-off
of costs related to a potential acquisition that was abandoned due
to the new strategy.
The specific components of the non-recurring charge are as follows
(in thousands):
Non-cash outlays:
Write-down of inventory $700
Write-off of software development costs 205
Litigation settlement 88
Total non-cash charges 993
Cash outlays:
Severance 825
Write-off of acquisition costs 200
Litigation settlement 100
Other 289
Total $2,407
Cash outlays related to the non-recurring charges total $1.4
million, of which $436,000 was made by June 30, 1997.
Other expenses, which include interest income and expense and
foreign currency transaction gains and losses, increased to
$434,000, or 45.6%, compared to $298,000 for the second quarter of
1996. This increase is mainly a result of an increase in
outstanding debt for the quarter ended June 30, 1997 versus the
corresponding 1996 period. Interest rates remained relatively
consistent for both periods.
The Company incurred a loss before income taxes of $1.9 million
compared to income of $3.5 million for the same period in the prior
year. This loss was attributable mainly to the decrease in sales of
Chyron graphics products, the gross margin erosion as a result of
the product mix, increases in SG&A and the non-recurring charges
primarily attributable to Chyron's new market positioning strategy.
The Company recognized an $810,000 tax benefit for the second
quarter of 1997 compared to an income tax provision of $1.2 for the
second quarter of 1996. The tax benefit is primarily attributable
to the loss of $1.9 million before taxes while the provision was
based on pre-tax income of $3.5 million.
Comparison of the Six Months Ended June 30, 1997 and 1996
Sales for the six month period ended June 30, 1997 increased to
$40.1 million, an increase of $3.8 million, or 10.6%, over the $36.3
million reported for the first half of 1996. This increase was
attributable to the inclusion of Pro-Bel since its acquisition on
April 12, 1996 offset by a decrease in Chyron graphic product sales
of over 30%. Chyron graphic product sales increased for the Max,
Maxine and Codi lines, and decreased for the iNFiNiT product line.
Gross profit decreased to $18.1 million for the six months ended
June 30, 1997. The decrease of $1.1 million, or 6.2% over the $19.2
million reported for the first half of 1996, was attributable to a
change in the product mix from 1996 to 1997 as is also reflected in
the decline in gross margin percentages which decreased to 45.1% in
1997 from 52.9% in 1996. A shift in Chyron sales from the high end
iNFiNiT lines to the Max, Maxine and Codi lines, and the overall
decrease in Chyron graphic product sales contributed to the decrease
in both gross profit dollars and gross margin percentages. The
gross margin percentage decrease was also impacted by the fact that
1997 amounts include Pro-Bel products, (which historically have
lower gross margin percentages) for six months versus three in 1996.
SG&A expenses increased by $4.2 million in 1997, or 40.6%, to $14.7
million compared to $10.5 million for the first half of 1996. The
increase for the period is due mainly to the consolidation of Pro-
Bel and the additional depreciation and goodwill amortization as a
result of the application of the purchase accounting method on the
acquired assets. Additional increases were seen for Pro-Bel due to
an increase overall in sales volume, while Chyron SG&A expenses
remained relatively flat for the period.
R&D expenses increased for the first half of 1997 compared to 1996
by $1.1 million, or 50.0%. This increase is mainly attributable to
the inclusion of Pro-Bel expenditures for the full six month period
in 1997. Additional increases in R&D have been seen at both Chyron
and Pro-Bel as the Company has focused its attention on new product
development to address the FCC ruling described above. The
inclusion of Axis since March 31, 1997 has also added to the
increase in R&D expenditures. These increases were offset by the
net amortization of capitalized software cost included in R&D, which
decreased $248,000 for the six months ended June 30, 1997 versus the
same period in 1996.
For the six months ended June 30, 1997 non-recurring charges were
incurred by the Company which totaled $3.1 million. The bulk of
these charges ($2.4 million) were incurred during the second quarter
of 1997 and related to a repositioning by the Company to address the
anticipated effects of recent FCC rulings as described in the
Comparison of the Three Months Ended June 30, 1997 and 1996 above.
Additional non-recurring charges of $675,000 were incurred in the
first quarter of 1997 and were attributable to the Company's planned
secondary offering of common stock which was terminated due to the
market valuation of the stock.
Other expenses, which included interest income and expense and
foreign currency transaction gains and losses, increased to
$764,000, or by 81%, from $422,000 for the first half of 1996. This
increase is mainly a result of increased borrowings for the six
months ended 1997 versus 1996. Increases also stem from the
purchase of Pro-Bel in 1996 and Axis in 1997. Interest rates
remained relatively consistent for both six month periods.
The Company incurred a loss before income taxes of $3.9 million
compared to income of $6.0 million for the same period in the prior
year. This loss was attributable mainly to the decrease in sales of
Chyron graphics products, the gross margin erosion as a result of
the product mix, increased SG&A expenses and $3.1 million of non-
recurring charges as discussed above.
The Company recognized a $1.3 million tax benefit for the first half
of 1997 compared to an income tax provision of $2.2 for 1996. The
tax benefit was primarily attributable to the loss of $3.9 million
before taxes while the provision was based on pre-tax income of $6.0
million.
Liquidity and Capital Resources
On January 1, 1997, Pro-Bel entered into an agreement with Barclays
Bank PLC to obtain borrowing facilities totaling 3.0 million pounds
sterling ($5,048,000 converted at the June 30, 1997 exchange rate).
The facility is payable on demand and matures December 31, 1997.
This facility replaced former bank facilities which expired on
December 31, 1996. Upon maturity, the Company intends to replace
this borrowing facility with a similar one.
On March 28, 1996 and April 16, 1996, the Company entered into
agreements with a bank to obtain a revolving credit facility of $10
million and a term loan of $8 million, respectively. The revolving
portion of the facility matures 3 years from closing, while the term
portion matures 4 years from closing. The entire facility is
secured by the Company's properties and assets. This facility
replaced the $10,000,000 secured credit facility which was due to
expire on April 27, 1997. In April 1996, a portion of this new
credit facility was used to fund the acquisition of Pro-Bel.
Quarterly payments on the term loan portion of the facility are
funded by the Company's working capital.
On April 12, 1996, the Company issued promissory notes to the
shareholders of Pro-Bel for 3.5 million pounds sterling ($5.9
million converted at the June 30, 1997 exchange rate). The notes
are secured by an irrevocable letter of credit from a bank and limit
amounts available under the revolving credit facility described
above. The notes are due on or before April 15, 1998. At maturity,
the notes will be repaid with the letter of credit described above.
On March 31, 1997, the Company issued promissory notes to the
shareholders of Axis for $667,000. The notes are payable in two
annual installments beginning March 31, 1998. These payments will
be funded by the Company's working capital.
At June 30, 1997, the Company's current ratio was 2.01 to 1 and its
working capital was $31,017,000.
At June 30, 1997, the Company had operating lease commitments for
equipment, factory and office space totaling $12,169,000 of which
$969,000 is payable within one year.
PART II. OTHER INFORMATION
ITEMS 1., 2., 3. Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) On January 24, 1997, at a special meeting of shareholders, the
Company's shareholders' ratified a one-for-three reverse stock split
of its common stock which was effective February 10, 1997.
77,162,761 shares were voted for the proposal, 2,876,490 shares were
voted against the proposal and 169,212 shares abstained.
b) On May 14, 1997, the Company held its Annual Meeting of
Shareholders. At this meeting, the Company's shareholders re-
elected Sheldon D. Camhy, James Coppersmith, Charles M. Diker,
Donald P. Greenberg, Raymond Hartman, Isaac Hersly, Alan J.
Hirschfield, Wesley W. Lang, Jr., Eugene M. Weber, and Michael
Wellesley-Wesley to the Board of Directors. No less than 20,256,462
shares were voted for the election of each director, no more than
230,885 shares were voted against the election of each director, and
0 shares abstained. Additionally, the shareholders voted to amend
the Company's Long-Term Incentive Plan, increasing the number of
shares by 1,333,334 shares to an aggregate of 3,000,000 shares.
20,250,283 shares were voted for the proposal, 459,150 shares were
voted against the proposal, and 85,322 shares abstained.
ITEM 5. Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
(1) On June 5, 1997, the Company entered into an Employment
Agreement with Edward Grebow. Such agreement is attached as Exhibit
1 to this document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CHYRON CORPORATION
(Registrant)
August 11, 1997 /s/ Edward Grebow
(Date) Edward Grebow
Chief Executive Officer
and President
August 11, 1997 /s/ Patricia Lampe
(Date) Patricia Lampe
Chief Financial Officer
and Treasurer