SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1997
Commission File Number 1-9014
CHYRON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
11-2117385
(I.R.S. Employer Identification No.)
5 Hub Drive, Melville, New York
(Address of principal executive offices)
11747
(Zip Code)
Registrant's telephone number, including area code (516) 845-2000
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 - 32,605,706 as of November 7, 1997
This document consists of 14 pages
CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(In thousands except per share amounts)
(Unaudited)
1997 1996
Net sales $23,523 $20,632
Cost of products sold 12,586 9,817
Gross profit 10,937 10,815
Operating expenses:
Selling, general and administrative 6,901 5,890
Research and development 1,655 1,452
Total operating expenses 8,556 7,342
Operating income 2,381 3,473
Interest and other expense, net 411 450
Income before provision of income taxes 1,970 3,023
Income taxes/equivalent provision 734 1,189
Net income $ 1,236 $ 1,834
Net income per common share $ .04 $ .06
Weighted average number of common and
common equivalent shares outstanding 32,583 32,917
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(In thousands except per share amounts)
(Unaudited)
1997 1996
Net sales $63,621 $56,889
Cost of products sold 34,617 26,887
Gross profit 29,004 30,002
Operating expenses:
Selling, general and administrative 21,606 16,351
Research and development 5,106 3,751
Non-recurring charges 3,082
Total operating expenses 29,794 20,102
Operating (loss) income (790) 9,900
Interest and other expense, net 1,175 872
(Loss) income before provision for income taxes (1,965) 9,028
Income taxes/equivalent (benefit) provision (573) 3,405
Net (loss) income (1,392) 5,623
Retained earnings - beginning of period 9,997 1,343
Retained earnings - end of period $ 8,605 $ 6,966
Net (loss) income per common share $ (.04) $ .18
Weighted average number of common and
common equivalent shares outstanding 32,516 32,186
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands except share amounts)
(Unaudited)
ASSETS September 30, December 31,
1997 1996
Current assets:
Cash and cash equivalents $ 5,775 $ 5,623
Accounts and notes receivable 22,033 25,237
Inventories 25,111 23,502
Prepaid expenses 2,163 865
Deferred tax asset 7,588 6,015
Other 3,003 2,826
Total current assets 65,673 63,000
Property and equipment 12,396 12,701
Excess of cost over net tangible assets acquired 6,336 6,439
Investment in RT-SET 2,161 2,161
Software development costs 4,477 2,176
Deferred tax asset 4,911 4,709
Other 229 217
TOTAL ASSETS $96,183 $91,403
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts Payable and accrued expenses $20,223 $15,828
Current portion of long-term debt 13,854 5,080
Capital lease obligations 227 225
Total current liabilities 34,304 21,133
Long-term debt 8,008 15,163
Capital lease obligations 32 118
Other 744 1,043
Total liabilities 43,088 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 -
32,588,485 shares at September 30, 1997
32,384,635 shares at December 31, 1996 326 324
Additional paid-in capital 43,933 43,124
Retained earnings 8,605 9,997
Cumulative translation adjustment 231 501
Total shareholders' equity 53,095 53,946
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $96,183 $91,403
See Notes to the Consolidated Financial Statements
CHYRON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(In thousands)
(Unaudited)
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/income $(1,392) $2,623
Adjustments to reconcile net (loss) income
to net cash provided by operating activities:
Non-recurring charges 1,801
Depreciation and amortization 2,925 2,001
(Recognition) utilization of deferred tax asset (1,778) 688
Changes in operating assets and liabilities:
Accounts and trade notes receivable 2,933 914
Inventories (2,897) (4,748)
Prepaid expenses (1,312) (48)
Other assets (190)
Accounts payable and accrued expenses 3,939 (2,020)
Management fee payable (1,000)
Other liabilities (286) (59)
Net cash provided by operating activities 3,743 1,351
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Axis Holding Incorporated (413)
Acquisition of Pro-Bel, Ltd. (7,226)
AcquisitionS of property and equipment (1,588) (1,358)
Capitalized software development (1,583) (705)
Other (608)
Net cash used in investing activities (3,584) (9,897)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capital lease obligations (80) (179)
Payment of truncated shares as a result of reverse
stock split (41)
Proceeds from exercise of common stock purchase
warrants, net 239
Proceeds from exercise of stock options 14 542
Payment of term loan (1,500) (1,000)
Payments (borrowings) of revolving credit
agreements, net 2,663 (4,644)
Proceeds from credit facility, net 11,654
Net cash provided by financing activities 1,056 6,612
Effect of foreign currency rate fluctuations on
cash and cash equivalents 5
Change in cash and cash equivalents 1,220 (1,934)
Cash and cash equivalents at beginning of period 4,555 5,012
Cash and cash equivalents at end of period $5,775 $3,078
Noncash investing and financing activities:
On March 31, 1997, the Company acquired the issued and outstanding shares
of Axis Holding Incorporated. The consideration in addition to cash paid
included the issuance of 173,913 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 nine months ended September
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 $413,000 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, as
defined, 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 nine
months ended September 30, 1997 and proforma unaudited consolidated
operating results for the nine months ended September 30,1996 assuming the
acquisition had been made as of January 1, 1996, respectively, are
summarized below (in thousands except per share amounts).
Actual Performa
September 30, September 30,
1997 1996
Net sales $63,621 $67,313
Net (loss) income $(1,392) $ 5,581
(Loss) earnings per share $ (.04) $ .18
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 $2,992,000 and $2,850,000 at September 30, 1997 and
December 31, 1996, respectively.
6. INVENTORIES
Inventories consist of the following (in thousands):
September 30, December 31,
1997 1996
Finished goods $11,798 $12,879
Work-in-process 6,059 5,271
Raw material 7,254 5,352
$25,111 $23,502
7. NON-RECURRING CHARGES
For the nine months ended September 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 September 30, 1997 and 1996
Sales for the quarter ended September 30, 1997 increased to $23.5
million, an increase of $2.9 million, or 14.0% over the $20.6 million
reported for the third quarter of 1996. Pro-Bel product line sales
increased by over 45% for the period with substantial increases being
realized in U.S. sales of this line which grew over 200% in 1997 as compared
to the same period in 1996. Chyron graphic product sales decreased by
approximately 10%, with decreases being realized domestically. 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 Liberty lines showed increases. Overall, international sales
increased.
Gross profit increased by $122,000, or 1.1%, to $10.9 million for the
quarter ended September 30, 1997 from $10.8 million for the third quarter
of 1996. Such increase was attributable to the increase in sales for the
third quarter of 1997 offset by decreases realized due to the change in the
product mix. Gross margins as a percentage of sales decreased to 46.5% in
1997 from 52.4% in 1996 mainly as a result of the increase in sales of Pro-
Bel products, which historically have had lower gross margins than Chyron's
gross margins. The decrease in the volume of Chyron graphics sales and the
change in the product mix of this line also contributed to the decrease in
gross margin.
Selling, general and administrative ("SG&A") expenses increased by $1
million, or 17.2%, to $6.9 million in the third quarter of 1997 compared to
$5.9 million for the third quarter of 1996. Such increase is due mainly to
increases in expenses based on increased sales volume. SG&A as a percentage
of sales increased slightly to 29.3% for the third quarter of 1997 from
28.5% for the comparable 1996 period.
Net research and development ("R&D") expenses increased for the third
quarter of 1997 over the 1996 third quarter by $203,000, or 14.0%. 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. This increase was offset by an increase in the net capitalized
software costs, which increased $463,000 for the third quarter of 1997
versus the same period in 1996.
Other expenses, which include interest income and expense and foreign
currency transaction gains and losses, decreased to $411,000, compared to
$450,000 for the third quarter of 1996. This decrease is mainly a result
of the foreign currency transaction gains recognized in the third quarter
of 1997.
Income before income taxes decreased $1 million, or 34.8%, to $2
million for the third quarter of 1997 compared to $3 million for the third
quarter of 1996. This decrease was attributable mainly to the decrease in
gross profit as a result of product mix and increases in SG&A and R&D as
described above.
Income taxes/equivalent provision decreased to $734,000, a decrease
of $455,000 from the $1.2 million reported for the third quarter of 1996.
This decrease is due mainly to the decrease in income before income taxes,
as described above.
Comparison of the Nine Months Ended September 30, 1997 and 1996
Sales for the nine month period ended September 30, 1997 increased to
$63.6 million, an increase of $6.7 million, or 11.8%, over the $56.9 million
reported for the 1996 comparable period. This increase was attributable to
the inclusion of Pro-Bel since its acquisition on April 12, 1996 offset by
a decrease of over 20% in Chyron graphic product sales. Chyron graphic
product sales increased for the Max, Maxine, Liberty and Codi lines and
decreased for the iNFiNiT product line.
Gross profit decreased to $29.0 million for the nine months ended
September 30, 1997. The decrease of $1.0 million, or 3.3% from the $30.0
million reported for the nine months 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 45.6% in 1997 from 52.7% 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 nine months versus six months in
1996.
SG&A expenses increased by $5.3 million, or 32.1%, to $21.6 million
in 1997 compared to $16.4 million for the first nine months 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 due to an increase overall in sales volume.
Net R&D expenses increased for the nine months ended September 30,
1997 compared to 1996 by $1.4 million, or 36.1%. This increase is mainly
attributable to the inclusion of Pro-Bel expenditures for the full nine
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. These increases were
offset by the net capitalized software cost, which increased $713,000 for
the nine months ended September 30, 1997 versus the same period in 1996.
For the nine months ended September 30, 1997, non-recurring charges
totaling $3.1 million were incurred by the Company. A non-recurring charge
of $675,000 incurred in the first quarter of 1997 was attributable to the
Company's planned secondary offering of common stock, which was terminated
due to the market valuation of the stock. During the second quarter of
1997, in an effort to position Chyron to meet the domestic television
market's need for high definition and multichannel standard definition
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 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:
Secondary offering termination 675
Severance 825
Write-off of acquisition costs 200
Litigation settlement 100
Other 289
Total $3,082
Cash outlays related to the non-recurring charges total $2.1 million,
of which $1.3 million was made by September 30, 1997.
Other expenses, which included interest income and expense and foreign
currency transaction gains and losses, increased to $1.2 million, or 34.7%,
from $872,000 for the nine months ended September 30, 1996. This increase
is mainly a result of the average increased borrowings for the nine 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 nine month periods.
The Company incurred a loss before income taxes of $2.0 million
compared to income of $9.0 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 and R&D expenses and the $3.1 million non-recurring charges
as discussed above.
The Company recognized a $573,000 tax benefit for the nine months
ended September 30, 1997 compared to an income tax provision of $3.4 million
for 1996. The tax benefit was primarily attributable to the loss of $2.0
million before taxes while the provision was based on pre-tax income of $9.0
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
($4,883,000 converted at the September 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 million 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 ($5.7 million
converted at the September 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. The Company intends to fund these
payments with its working capital.
At September 30, 1997, the Company's current ratio was 1.91 to 1 and
its working capital was $31,369,000.
At September 30, 1997, the Company had operating lease commitments for
equipment, factory and office space totaling $11,887,000 of which $907,000
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 incorporated herein in its
entirety by reference to the report on Form 10-Q dated August 12, 1997.
(2) On September 17, 1997, the Company entered into an Agreement
with Isaac Hersly regarding the mutual agreement to sever Mr. Hersly's
employment relationship with the Company. In connection therewith Mr.
Hersly resigned as a Director and Officer of Chyron, effective September 26,
1997. The Severance 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)
November 12, 1997 /s/ Edward Grebow
(Date) Edward Grebow
Chief Executive Officer
and President
November 12, 1997 /s/ Patricia Lampe
(Date) Patricia Lampe
Chief Financial Officer
and Treasurer