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): DECEMBER 31, 2003
CHYRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 1-9014 11-2117385
-------- ------ ----------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
5 HUB DRIVE
MELVILLE, NEW YORK 11747
------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 845-2000
----------------
ITEM 5. OTHER EVENTS
On December 31, 2003 Chyron Corporation (the "Company") closed on an
exchange offer to holders of its Series A 12% Subordinated Convertible
Debentures due December 31, 2004 and its Series B 12% Subordinated Convertible
Debentures due December 31, 2004 (collectively, the "Debentures"). The holders
were offered to exchange any or all of their Debentures for either: (i) a
discounted cash payment equal to 60% of the book value of the Debentures as of
the closing date, (ii) a combination of discounted cash payment equal to 40% of
the book value of the Debentures as of the closing date and shares of common
stock for 47.74% of the book value of the Debentures as of the closing date,
computed based on a $0.38 per share exchange price, (iii) a combination of
discounted cash payment equal to 30% of the book value of the Debentures as of
the closing date and new convertible debentures with a maturity of December 31,
2006 for 47.74% of the book value of the Debentures as of the closing date, or
(iv) a combination of the preceding offers.
Holders exchanged Debentures representing a December 31, 2003 book value of
$1,953,156 in return for a total of discounted cash payments of $1,035,984 and
853,816 shares of common stock of the Company. The exchange resulted in
cancellation of approximately 18.3% of the total of the Debentures at their
December 31, 2003 book value with $8,719,641 of Debentures still outstanding and
payable on December 31, 2003. The Company will record a gain on extinguishment
of debt in its fourth quarter of 2003, which is preliminarily estimated to be
approximately $0.6 million.
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: January 6, 2004
2