-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, i0Bdr6mpMI9SNEaQIjkm8klpWZtiI41zqqIuUGBuE9EFz4k43ESTwaOh1eLnymd1 YghrMQT2BVNx31Rpzs+9Cg== 0000926379-95-000001.txt : 19950605 0000926379-95-000001.hdr.sgml : 19950605 ACCESSION NUMBER: 0000926379-95-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950602 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHYRON CORP CENTRAL INDEX KEY: 0000020232 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 112117385 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18272 FILM NUMBER: 95544797 BUSINESS ADDRESS: STREET 1: 5 HUB DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5168452000 MAIL ADDRESS: STREET 1: 5 HUB DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER EXCHANGE INC DATE OF NAME CHANGE: 19760114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEPA TECHNOLOGIES LTD CO CENTRAL INDEX KEY: 0000926379 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PERCIVAL HUDGINS CO INC STREET 2: 3100 CUMBERLAND CIRCLE SUITE 1525 CITY: ATLANTA STATE: GA ZIP: 303339 BUSINESS PHONE: 2028572680 MAIL ADDRESS: STREET 1: 3100 CUMBERLAND CIRCLE SUITE 1525 CITY: ATLANTA STATE: GA ZIP: 30339-5939 SC 13D/A 1 THIS FILING IS TO SATISFY ELECTRONIC FILING REQUIREMENTS. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHYRON CORPORATION - --------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE - --------------------------------------------------------------- (Title of Class of Securities) 171605108 ---------------------------------- (CUSIP Number) John C. Jost, Dow, Lohnes & Alberston 1255 Twenty-Third Street, N.W., Washington, D.C. 20037 (202) 857-2680 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 1995 ------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 171605108 ------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sepa Technologies Ltd., Co. c/o Percival Hudgins & Company, Inc. 3100 Cumberland Circle, Suite 1525 Atlanta, Georgia 30339-5939 58-2132436 2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP* (a) (b) ---- ---- Not Applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 73,414,732 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 73,414,732 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,414,732 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84% 14. TYPE OF REPORTING PERSON* HC Item 1. Security and Issuer. See statement on Schedule 13D (attached as Appendix A), as amended by Amendment 1 thereto (attached as Appendix B), previously filed. This Amendment 2 to the statement on Schedule 13D dated June 24, 1994 and filed July 5, 1994, as amended by Amendment 1 thereto dated August 2, 1994 and filed August 5, 1994, is being filed by Sepa Technologies Ltd., Co. (hereinafter "SEPA") with regard to the Common Stock, par value $0.01 per share, (hereinafter "COMMON STOCK") of Chyron Corporation (hereinafter "COMPANY"). Sepa owns 14,000,000 shares of Common Stock. In addition, Sepa owns all of the issued and outstanding shares of stock of Pesa Electronica, S.A., a Spanish corporation, which in turn owns all of the issued and outstanding shares of stock of Pesa, Inc., a Delaware corporation (hereinafter "PESA"). Pesa owns 59,414,732 shares of Common Stock, over which Sepa has ultimate voting and investment control. Accordingly, Sepa in the aggregate beneficially owns 73,414,732 shares of Common Stock. The purpose of this Amendment 2 is to report the proposed sale by Sepa and Pesa of 64,414,732 of the above-described 73,414,732 shares of Common Stock. Item 2. Identity and Background. See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. Effective December 9, 1994, John K. Percival resigned as President and Chief Operating Officer of Sepa. Item 3. Source and Amount of Funds or Other Considerations. No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. Item 4. Purpose of Transaction. (a) See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. On May 11 and May 12, 1995, Pesa and Sepa, respectively, each executed an agreement in principle (hereinafter collectively "Agreements in Principles") pursuant to which Pesa would sell to The MWW Group or an affiliate thereof 59,414,732 shares of Common Stock, and Sepa would sell to The MWW Group or an affiliate thereof 5,000,000 shares of Common Stock (hereinafter collectively "Transactions"). Total consideration would equal $32,319,071, payable in cash and notes. The Transactions would be contingent upon, among other things, (i) the negotiation, execution and delivery of stock purchase agreements, and (ii) the receipt of any governmental, judicial and corporate approvals of the parties. Copies of the Agreements in Principle are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference. (b) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. (c) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. (d) See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. It is anticipated that in the event that the Transactions were to close pursuant to the Agreements in Principle, The MWW Group would obtain control of the Company's board of directors. (e)-(j) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. Item 5. Interest in Securities of the Issuer. (a) See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. In the event that the Transactions were to close pursuant to the Agreements in Principle, Sepa would in the aggregate beneficially own 9,000,000 shares of Common Stock, all of which would be directly owned by Sepa and none by Pesa. The Company has advised Sepa that as of May 2, 1995 there were 87,460,479 shares of Common Stock issued and outstanding. Therefore, assuming that the Transactions were to close pursuant to the Agreements in Principle, Sepa would subsequently beneficially own approximately 10.3% of the issued and outstanding shares of Common Stock. (b) See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. Pursuant to the Agreements in Principle, a condition to closing the Transactions would be Sepa's agreement to vote its remaining 9,000,000 shares of Common Stock in accordance with the wishes of The MWW Group so long as Sepa owns said shares. Pursuant to the Agreements in Principle, a condition to closing the Transactions would be Sepa's agreement to give The MWW Group a right of first refusal with regard to any future sale of the remaining 9,000,000 shares of Common Stock owned by Sepa. (c)-(e) No material change - see statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. Item 6. Contracts, Agreements, Undertakings or Relationships with Respect to Securities of the Issuer. See statement on Schedule 13D, as amended by Amendment 1 thereto, previously filed. See Item 4 and Item 5 above, which are hereby incorporated by reference. Copies of the Agreement in Principle are attached hereto as Exhibits 1 and 2 and are incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Letter issued by The MWW Group to Pesa, Inc., dated May 11, 1995. Exhibit 2 - Letter issued by The MWW Group to Sepa Technologies Ltd., Co., dated May 12, 1995. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SEPA TECHNOLOGIES LTD., CO. Date: 5/15/95 By: /s/ Miguel S. Moraga --------------- ------------------------- Miguel S. Moraga Treasurer and Chief Financial Officer EXHIBIT INDEX DOCUMENT Exhibits: Exhibit 1 Letter issued by The MWW Group to Pesa, Inc., dated May 11, 1995 Exhibit 2 Letter issued by The MWW Group to Sepa Technologies Ltd., Co., dated May 12, 1995 EX-99 2 MWW GROUP EXHIBIT 1 CAVENDISH HOUSE 128-134 CLEVELAND STREET LONDON WIP 5DS UNITED KINGDOM TEL: 4471600-6101 FAX: 4471600-6034 May 11, 1995 Sr. Adolfo Nunez Administrative Judicial Trustee PESA Electronica, S.A. Sr. Miguel Sanchez Moraga Treasurer and Chief Financial Officer PESA Inc. c/o PESA Inc. 5 Hub Drive Melville, NY 11747 Gentlemen: This letter outlines the basis under which the MWW Group of companies would purchase a total of 59,414,732 common shares of Chyron Corporation ("Chyron") currently owned by PESA Inc. ("PESA"), a corporation organized in the United States, for a total consideration of $29,719,071. The following terms represent an Agreement in Principle between the parties indicated: (1) MWW Group Company A would purchase from PESA 30 million Chyron common shares at $0.52 per share payable in accordance with the provisions of Paragraph 4 below. (2) The closing ("Closing") of the transaction between MWW Group Company A and PESA will take place 45 days after the execution of the Stock Purchase Agreement (the "Stock Purchase Agreement"), or such longer time as may be required for all necessary U.S. governmental approvals, which Stock Purchase Agreement will itself be executed on or before May 29, 1995. (3) At the Closing, MWW Group Company B will purchase 29,414,732 Chyron Common shares from PESA at a price of $0.48 per share. Payment for these shares will be through the issuance of MWW Group Company B serial promissory notes ("Promissory Notes"). The Promissory Notes will be non-interest bearing and will fall due for payment according to the following payment schedule. Stage one: $480,000 per month for a 12 month period commencing 6 months after Closing. Stage two: $360,000 per month for a 12 month period commencing 18 months after Closing. Stage three: $240,000 per month for a 16 month period commencing 30 months after Closing and a single payment of $199,971.36 on the first day of the 47th month after Closing. Each $1000 principal amount of the notes will be secured by 2083 shares of Chyron common stock plus any additional security, if any, required by Federal Reserve Regulation G. MWW Group Company B will retain the right to vote such shares. Each monthly note will be separately enforceable. (4) (a) The Stock Purchase Agreement will cover all aspects of the transaction contemplated between MWW Group Companies A and B and PESA. On the signing of such Stock Purchase Agreement by all parties, MWW Group Company A will deliver, by wire transfer of immediately available funds, $5,000,000 (U.S.) to PESA. (b) Simultaneously, upon the signing of the Stock Purchase Agreement and the delivery of $5,000,000 to PESA by the MWW Group Company A, PESA shall deliver the following: (i) 10 million shares of Chyron common stock to MWW Group Company A, which shares shall be transferred free and clear of any liens or encumbrances whatsoever. (ii) A second tranche of 10 million shares of Chyron common stock to the MWW Group Company A, which shares shall be transferred free and clear of any liens or encumbrances whatsoever. This second tranche of shares shall be immediately deposited by the MWW Group Company A with a mutually acceptable escrow agent (the "Escrow Agent") together with stock powers duly endorsed in blank by MWW Group Company A. * The assignment of all political rights referred to in Section 4 (b)(i)or(ii) will be made to the person designated by the Buyer. (iii) A third tranche of 10 million shares of Chyron common stock to the Escrow Agent together with stock powers duly endorsed in blank by PESA. (c) At the Closing, and subject to the terms and conditions set forth in the Stock Purchase Agreement, MWW Group Company A shall deliver to PESA, by wire transfer of immediately available funds, $10.6 million U.S.; and the Escrow Agent shall deliver 20 million shares to MWW Group Company A, free and clear of any liens or encumbrances whatsoever. (5) In the event that either party to the transactions described in the Stock Purchase Agreement fails to complete the transaction (as more fully described in the Stock Purchase Agreement), the Escrow Agent shall be authorized to distribute to the other party the assets of the escrow account as follows: In the event of failure by the MWW Group: The Escrow Agent will deliver to PESA the 20 million shares of Chyron common stock previously deposited with the Escrow Agent. In the event of failure by PESA: The Escrow Agent will deliver to the MWW Group Company A the 10 million shares of Chyron common stock previously deposited with the Escrow Agent by MWW Group Company A. (6) MWW Group is granted by PESA an exclusive right to complete the transaction on the terms outlined in this letter. The period of exclusivity commences on signed acceptance of these terms as embodied in this letter and runs until the date of execution of the Stock Purchase Agreement. Under the terms of this right of exclusivity PESA is barred form discussing with third parties any transaction regarding the sale of its shareholding in Chyron. Should PESA default on its obligation to deal solely with the MWW Group during this period, PESA will have the obligation to pay MWW Group the higher of $2 million or 50% of the difference in fair market value between the MWW Group offer and the values inherent in the third party offer, which shall be the sole and exclusive remedy of the MWW Group until the Stock Purchase Agreement is executed. The Stock Purchase Agreement shall provide for an additional period of exclusivity and shall contain a break-up fee as provided above as well as such other remedies as may be mutually agreed upon by the parties hereto. (7) PESA agrees to facilitate the transfer to MWW Group the control of Chyron's Board of Directors following the Closing. PESA agrees to take the necessary steps at Chyron's forthcoming Annual Meeting scheduled for May 16, 1995 to ensure that this may be achieved. (8) PESA agrees that until this transaction is completed or abandoned, PESA will use its best efforts to prevent Chyron from granting stock options under the proposed Chyron stock option plan to be acted on or before the Annual Meeting presently scheduled to take place on May 16, 1995. (9) The parties agree to keep the terms of this Letter Agreement confidential, except as otherwise required by U.S. Federal Securities laws or the rules governing the New York Stock Exchange. (10) The parties indicated below, by signing this document, agree that they have the authority to enter into this transaction as of May 12, 1995. (11) Except for paragraphs (6), (9), and (10), which shall all be legally binding in accordance with their respective terms, this letter is not intended to, and shall not create a binding legal obligation, but merely represents the intentions of the parties hereto; and except for paragraphs (6), (9), and (10), the understanding set forth herein is subject to any necessary governmental, judicial, and corporate approvals of the parties and to the negotiation, execution, and delivery of the Stock Purchase Agreement. Gentlemen, this offer, which will expire on May 12, 1995, represents the final proposal of the MWW Group. This Agreement will be deemed delivered when executed by all parties hereto. This Agreement may be executed in separate counterparts and by facsimile signature. Our Investment Bankers are Schroders in New York and our Legal Advisers are the New York firm of Camhy Karlinsky & Stein LLP. Yours Sincerely, /s/Michael Wellesley-Wesley Michael Wellesley-Wesley Chairman and Chief Executive Officer Agreed To MWW Group Witness /s/ Michael Wellesley-Wesley /s/ Daniel I. DeWolf - ----------------------------- ----------------------------- Michael Wellesley-Wesley Chairman and Chief Executive Officer PESA Electronica, S.A. Witness By: /s/ Alfred Nunez Astray /s/ Alfred D. P. Leubert ------------------------- ----------------------------- Date 5/11/95 Board of Directors of PESA, Inc. By: /s/ Thomas Rubinos Pinon Witness /s/ Alfred D. P. Leubert ------------------------- ------------------------- Director Date 5/12/95 By: /s/ Miguel S. Moraga ------------------------- Director Date 5/12/95 By: /s/ Eduardo Perez de Villegas ------------------------------ Director Date 5/12/95 MWW: Ir cc: Sheldon Camby Ilan Ksufthal * The assignment of all political rights referred to in Section 4 (ii)(iii) will be made to the person designated by the Buyer. Given the account by the presenter of the earlier writing by the Judicvial Intervenors and the Judicial Administrator from the 9th of May 1995, it is agreed to join the proceedings of their reasoning. The contents of the same, having been examined and the results being found beneficial for those interested parties to the suspension, the requested authorization is granted requiring that the Judicial Administrator and the Intervenors give account to this court, within the scope of the same, immediately after formalization of such grant. Backing this Resolution are found to be sufficient resources for repayment before the Honorable Magistrate Judge of this court, on this third day, as of this court's notification. It is thus commanded and signed by the Honorable Judge. [Seal of the Clerk of the Court] EX-99 3 MWW GROUP EXHIBIT 2 CAVENDISH HOUSE 128-134 CLEVELAND STREET LONDON WIP 5DS UNITED KINGDOM TEL: 4471600-6101 FAX: 4471600-6034 May 12, 1995 John A. Servizio Chairman and C.E.O. SEPA Technologies Ltd., Co. c/o PESA Inc. 5 Hub Drive Melville, NY 11747 Gentlemen: This letter outlines the basis under which the MWW Group would purchase a total of 5 million common shares of Chyron Corporation ("Chyron") currently owned by SEPA Technologies Ltd., Co. ("SEPA") for a cash consideration of $2,600,000.00. The proposal in this letter is conditional upon the effectiveness and implementation of the proposal the MWW Group has made to PESA Inc., dated May 11, 1995, a copy of which you have received. The following terms represent an Agreement in Principle between the parties indicated: (1) MWW Group Company A would purchase from SEPA 5 million Chyron common shares at $0.52 per share payable in full in cash in immediately available funds at the closing (the "Closing") of the Stock Purchase Agreement (defined below). (2) The Closing of the transaction between MWW Group Company A and SEPA would take place 45 days after the execution of the Stock Purchase Agreement (the "Stock Purchase Agreement") or such longer time as may be required for all necessary governmental approvals, which Stock Purchase Agreement will itself be executed on or before May 29, 1995. (3) SEPA would agree to vote all shares of Chyron common stock that remain in its possession after the Closing in accordance with the wishes of MWW Group at all times for as long as such shares remain under the control of SEPA. (4) The existing Management Agreement with Chyron would remain in place until the end of calendar 1997. We assume that if necessary you will remain a Director and without additional compensation other than ordinary Chyron directors fees and expense reimbursement. You will allow us reasonable access to any SEPA or PESA records relative to Chyron business under your control if we need them and within reasonable limits arrange for interviews with any PESA/SEPA personnel within your orbit. You agree that management fees will be subject to an annual $1.5 million limit and will be flexible (as will be further documented in the Stock Purchase Agreement) about deferring payments, plus interest, in the light of Chyron's cash needs. (5) SEPA would grant MWW Group a right of first refusal to purchase the 9 million shares of Chyron common stock that remain the property of SEPA following the Closing. (6) MWW Group is granted by SEPA an exclusive right to complete the transaction on the terms outlined in this letter. The period of exclusivity commences on signed acceptance of these terms as embodied in this letter and runs until the date of execution of the Stock Purchase Agreement. Under the terms of this right of exclusivity SEPA and Servizio are barred from discussing with third parties any transaction regarding the sale of its shareholding in Chyron. Should SEPA or Servizio default on their obligations to deal solely with the MWW Group during this period, SEPA will have the obligation to pay MWW Group the higher of $1 million or 50% of the difference in fair market value between the MWW Group offer and the values inherent in the third party offer, which shall be the exclusive remedy of the MWW Group until the Stock Purchase Agreement is executed. The Stock Purchase Agreement shall provide for an additional period of exclusivity and shall contain a bread-up fee as provided above as well as such other remedies as may be mutually agreed upon by the parties hereto. At the signing of the Stock Purchase Agreement, you will deposit 14 million shares of Chyron in escrow, pursuant to a mutually acceptable written Escrow Agreement, as security for performance by SEPA and Servizio of the obligations under this paragraph. The MWW Group hereby agrees to use its best efforts to obtain the release to SEPA of the 10 million shares of Chyron stock that are currently held in deposit with the PESA Electronica, S.A. via Spanish notary as contemplated by the letter from Adolfo Nunez Astray, Administrador Judicial, PESA Electronica, S.A., dated 11 May, 1995. (7) SEPA agrees to use its best efforts to transfer to MWW Group the control of Chyron's Board of Directors as a condition to the Closing. (8) SEPA agrees that until this transaction is completed or abandoned, SEPA will use its best efforts to prevent Chyron from granting stock options under the proposed Chyron stock option plan to be acted on or before the Annual Meeting presently scheduled to take place on May 16, 1995. (9) The parties agree to keep the terms of this Letter Agreement confidential, except as required by U.S. Federal Securities Laws, U.S. Antitrust Laws, Spanish Bankruptcy/insolvency laws, or the rules governing the New York Stock Exchange. (10) The parties indicated below, by signing this document, agree that they have the authority to enter into this transaction as of May 12, 1995. (11) Except for Paragraphs (6), (9), and (10), which shall all be legally binding in accordance with their respective terms, this letter is not intended to, and shall not create a binding legal obligation, but merely represents the intentions of the parties hereto; and except for paragraphs (6), (9), and (10), the understanding set forth herein is subject to any necessary governmental, judicial, and corporate approvals of the parties and to the negotiation, execution, and delivery of the Stock Purchase Agreement. Gentlemen, this offer, which will expire on May 12, 1995, represents the final proposal of the MWW Group. Our Investment Bankers are Schroders in New York and our Legal Advisers are the New York firm of Camhy Karlinsky & Stein LLP. Yours Sincerely, /s/Michael Wellesley-Wesley Michael Wellesley-Wesley Chairman and Chief Executive Officer Agreed to MWW Group Witness /s/ Michael Wellesley-Wesley /s/ Alan I. Annex - ---------------------------- -------------------------- Michael Wellesley-Wesley Chairman and Chief Executive Officer Date 5/13/95 SEPA Technologies Ltd. Co. Witness By: /s/Miguel S. Moraga /s/ Alfred D. P. Leubert ----------------------- ---------------------------- Miguel S. Moraga Treasurer and Chief Financial Officer By: /s/John A. Servizio ------------------------- John A. Servizio Chairman and Chief Executive Officer EX-99 4 APPENDIX A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHYRON CORPORATION - --------------------------------------------------------------- (Name of Issuer) COMMON STOCK $.01 PAR VALUE PER SHARE - --------------------------------------------------------------- (Title of Class of Securities) 171605108 ---------------------------------- (CUSIP Number) John C. Jost, Dow, Lohnes & Alberston 1255 Twenty-Third Street, N.W., Washington, D.C. 20037 (202) 857-2680 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 1994 ------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 171605108 ------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sepa Technologies Ltd., Co. c/o Percival Hudgins & Company, Inc. 3100 Cumbereland Circle, Suite 1525 Atlanta, Georgia 30339-5939 58-2132436 2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP* (a) (b) ---- ---- Not applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 59,914,732 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 59,914,732 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,914,732 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.7% 14. TYPE OF REPORTING PERSON* HC Item 1. Security and Issuer. This statement relates to the Common Stock, par value $0.01 per share (hereinafter "Common Stock"), and the 4-Year Convertible Note in the remaining principal amount of $100,000 (hereinafter "Convertible Note"), both of which are issued by Chyron Corporation (hereinafter "Company"). The Convertible Note is convertible into 500,000 shares of Common Stock, bears interest at the prime rate, payable in arrears, matures on January 31, 1996 and may be converted into the Common Stock on or after February 1, 1992. The principal executive offices of the Company are located at 265 Spagnoli Road, Melville, New York 11747. Item 2. Identity and Background. (a) This statement is filed by Sepa Technologies Ltd., Co. (hereinafter "Sepa") in order to report its acquisition from Amper, S.A. on June 24, 1994 of Pesa Electronica, S.A.(hereinafter "Electronica"), an established Spanish broadcast electronics company headquartered in Madrid. Electronica's assets include, among other business and investment assets, all of the shares of stock of Pesa, Inc.(hereinafter "Pesa"), a Delaware corporation. Pesa, a holding company, currently owns 59,414,732 shares of Common Stock and the Convertible Note. Neither the shares of Electronica nor of Pesa are registered under the Securities Exchange Act of 1934, and neither company is a reporting company thereunder. (b) Sepa is a limited liability company organized under the laws of the State of Georgia. (c) The principal place of business and principal office of Sepa is c/o Percival Hudgins & Company, Inc., 3100 Cumberland Circle, Suite 1525, Atlanta, Georgia 30339-5939. (d) The principal business of Sepa is to act as a holding company of a controlling interest in the shares of stock of Electronica. (e) During the last five years, Sepa has not been convicted in a criminal proceeding. (f) During the last five years, Sepa has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Sepa was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. (h) As a Georgia limited liability company, Sepa does not have officers, directors or shareholders per se. The "Members" of Sepa (as that term is used in Georgia Limited Liability Company Act) have vested management authority in Sepa's "Manager" (as that term is used in the Georgia Limited Liability Act). Such authority includes the ultimate "voting power" and "investment power" (as those terms are defined in Rule 13d-3(a) promulgated pursuant to the Securities Exchange Act of 1934) with respect to the Common Stock and the Convertible Note held by Pesa. (i) Sepa's Manager is currently John A. Servizio, who has the title of Chairman and Chief Executive Officer, and who owns a controlling interest in the company. His principal business address is c/o Pesa Electronica, S.A., Albala 12, 28037 Madrid, Spain. He is a citizen of the United States. During the last five years, he has not been convicted in a criminal proceeding. During the last five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. (j) Sepa's Manager is authorized to appoint additional officers to assist him. To date, Mr. John K. Percival has been appointed President and Chief Operating Officer. His principal business address is c/o Percival Hudgins & Company, Inc., 3100 Cumberland Circle, Suite 1525, Atlanta, Georgia 30339-5939. He is a citizen of the United States. During the last five years, he has not been convicted in a criminal proceeding. During the last five years, he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Considerations. Sepa did not pay any funds in consideration for the Common Stock and the Convertible Note held by Pesa when Sepa acquired Electronica on June 24, 1994. Sepa only expended funds to purchase the stock of Electrnica and agreed to make certain additional contributions to the capital of Electronica. Legal title to said Common Stock and Convertible Note remain in Pesa. Item 4. Purpose of Transaction. Sepa's indirect acquisition of the Common Stock and Convertible Note held by Pesa is incidental to its purpose of owning, operating and controlling Electronica and its subsidiaries. As the controlling shareholder of Electronica and hence of Pesa, Sepa's Manger will be able to direct the voting of the Common Stock held by Pesa to elect a majority of the Company's directors and will be able to control the appointment of the Company's management. Except as described below, Sepa has no plans or proposals that relate to or would result in any of the actions set forth in (a) through (j) of Item 4 of Schedule 13D: i. Sepa and/or its controlling Member or Electronica are exploring the possible acquisition of 14,000,000 shares of Common Stock that Pesa had sold on December 31, 1993, pursuant to Regulation S of the Securities Act of 1933, to certain overseas investors. ii. Sepa anticipates that it will permit Pesa to resell in a private placement to investors (including certain past officers and directors of the Company) the Convertible Note at full face value. iii. Sepa anticipates that it might interpose between itself and Electronica one or more controlled intermediary entities. Item 5. Interest in Securities of the Issuer. (a) Upon its acquisition of Electronica on June 24, 1994, Sepa obtained beneficial ownership of the 59,414,732 shares of Common Stock held by Pesa and the Convertible Note (which is convertible into an additional 500,000 shares of Common Stock) held by Pesa. As a result, Sepa in the aggregate beneficially owns 59,914,732 shares of Common Stock. The Company has advised Sepa that, as of May 31, 1994, there were 86,758,362 shares of Common Stock of the Company issued and outstanding. Therefore, assuming the conversion of the Convertible Note, there would be 87,258,362 shares of the Common Stock of the Company issued and outstanding, of which Sepa would beneficially own through Pesa and Electronica 68.7%. (b) The Manager of Sepa through Pesa and Electronica has the sole power to vote and to direct the disposition of all of the 59,414,732 shares of Common Stock of the Company and the Convertible Note owned by Pesa. None of such shares or the Convertible Note is subject to shared power to vote or power to direct a vote thereof, nor are any of such shares or the Convertible Note subject to shared power to dispose or to direct the disposition thereof. (c) Item 5(c) is not applicable. (d) No person other than Sepa through Pesa and Electronica is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company or the Convertible Note beneficially owned thereby. (e) Item 5(e) is not applicable. Item 6. Contracts, Agreements, Undertakings or Relationships with Respect to the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None. Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SEPA TECHNOLOGIES LTD., CO. Date: 6/30/94 By: /s/ John K. Percival --------- -------------------------- John K. Percival President and Chief Operating Officer EX-99 5 APPENDIX B SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CHYRON CORPORATION - --------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE - --------------------------------------------------------------- (Title of Class of Securities) 171605108 ---------------------------------- (CUSIP Number) John C. Jost, Dow, Lohnes & Alberston 1255 Twenty-Third Street, N.W., Washington, D.C. 20037 (202) 857-2680 - ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 1994 ------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 171605108 ------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sepa Technologies Ltd., Co. c/o Percival Hudgins Company, Inc. 3100 Cumberland Circle, Suite 1525 Atlanta, Georgia 30339-5939 58-2132436 2. CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP* (a) (b) ---- ---- Not Applicable 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 73,914,732 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 73,914,732 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,914,732 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.7% 14. TYPE OF REPORTING PERSON* HC Item 1. Security and Issuer. See statement on Schedule 13D previously filed. This Amendment 1 to the statement on Schedule 13D dated June 24, 1994 and filed July 5, 1994 is being filed by Sepa Technologies Ltd., Co. (hereinafter "Sepa") to report the acquisition by Sepa of 14,000,000 shares of the Common Stock, par value $0.01 per share, (hereinafter "Common Stock") of Chyron Corporation (hereinafter "Company"). Item 2. Identity and Background. No material change - see statement on Schedule 13D previously filed. Item 3. Source and Amount of Funds or Other Considerations. See statement on Schedule 13D previously filed. As further described in Item 6 below, Sepa directly acquired 14,000,000 shares of Common Stock from John A. Servizio (its controlling Member and its Chairman and Chief Executive Officer) in exchange for additional Company Units with an agreed aggregate value of $7,000,000. Simultaneously therewith, Mr. Servizio had acquired the above-described shares from Steffano Zanesco and Fernando Camara Barroso for an aggregate consideration of $7,000,000 paid with a combination of personal notes and personal and family funds. Item 4. Purpose of Transaction. No material change - see statement on Schedule 13D previously filed. Item 5. Interest in Securities of the Issuer. (a) See statement on Schedule 13D previously filed. As of August 2, 1994, Sepa in the aggregate beneficially owns 73,914,732 shares of Common Stock consisting of (i) 14,000,000 shares of Common Stock directly held by Sepa, (ii) 59,414,732 shares of Common Stock held by Pesa, Inc., over which Sepa has ultimate voting and investment control, and (iii) 500,000 shares of Common Stock underlying the $100,000 Company Convertible Note (hereinafter "Convertible Note") held by Pesa, Inc., over which Sepa has ultimate voting and investment control. The Company has advised Sepa that, as of May 31, 1994, there were 86,758,362 shares of Common Stock of the Company issued and outstanding. Therefore, assuming the conversion of the Convertible Note, there would be 87,258,362 shares of the Common Stock of the Company issued and outstanding, of which Sepa would beneficially own directly and through Pesa, Inc. 84.7%. (b) See statement on Schedule 13D previously filed. The Manager of Sepa has the sole power to vote and to direct the disposition of all of the 73,414,732 shares of Common Stock of the Company and the Convertible Note owned directly by Sepa and indirectly through Pesa, Inc. None of such shares or the Convertible Note is subject to a shared power to vote or a power to direct a vote thereof, nor are any of such shares or the Convertible Note subject to a shared power to dispose or to direct the disposition thereof. (c) See statement on Schedule 13D previously filed. See Item 3 above and Item 6 below. (d) See statement on Schedule 13D previously filed. No person other than Sepa through Pesa, Inc. is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company or the Convertible Note beneficially owned thereby. (e) Item 5(e) is not applicable. Item 6. Contracts, Agreements, Undertakings or Relationships with Respect to the Issuer. See statement on Schedule 13D previously filed. Pursuant to a Common Stock Purchase Agreement, dated as of July 20, 1994, Steffano Zanesco agreed to sell to Maria P. Pascual Diez 1,000,000 shares of the Common Stock, a copy of which agreement is attached hereto as Exhibit 1 and incorporated herein by reference. Pursuant to an Assignment and Assumption, dated as of August 2, 1994, Ms. Pascual Diez agreed to assign her rights in the Common Stock Purchase Agreement to John A. Servizio (who is the controlling Member of Sepa and its Chairman and Chief Executive Officer), a copy of which assignment is attached hereto as Exhibit 2 and incorporated herein by reference. Pursuant to a Common Stock Purchase Agreement, dated as of July 20, 1994, Fernando Camara Barroso agreed to sell to Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez in the aggregate 13,000,000 shares of the Common Stock, a copy of which agreement is attached hereto as Exhibit 3 and incorporated herein by reference. Pursuant to an Assignment and Assumption, dated as of August 2, 1994, Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez agreed to assign their rights in the Common Stock Purchase Agreement to Mr. Servizio, a copy of which assignment is attached hereto as Exhibit 4 and incorporated herein by reference. Effective August 2, 1994, Mr. Servizio acquired the 14 million shares of Common Stock from Messrs. Zanesco and Barroso pursuant to the above-described assigned rights. In consideration therefor, Mr. Servizio agreed (i) to pay to Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez the aggregate amount of $2,800,000, (ii) to issue to Pesa, Inc. his personal promissory note in the amount of $300,000 in exchange for Pesa, Inc.'s cancellation of the note held by Pesa, Inc. issued to it by Mr. Zanesco in identical amount and terms, and (iii) to issue to Pesa, Inc. his personal promissory note in the amount of $3,900,000 in exchange for Pesa, Inc.'s cancellation of the note held by Pesa, Inc. issued to it by Mr. Camara Barroso in identical amount and terms. Simultaneous with Mr. Servizio's acquisition of the above-described 14,000,000 shares of Common Stock, he immediately exchanged them for additional Company Units in Sepa at an agreed aggregate value of $7,000,000, pursuant to a Subscription Letter dated August 2, 1994, a copy of which is attached hereto as Exhibit 5 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 1 - Common Stock Purchase Agreement by and between Steffano Zanesco and Maria P. Pascual Diez, dated as of July 20, 1994. Exhibit 2 - Assignment and Assumption by and between Maria P. Pascual Diez and John A. Servizio, dated as of August 2, 1994. Exhibit 3 - Common Stock Purchase Agreement by and between Fernando Camara Barroso and Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez, dated as of July 20, 1994. Exhibit 4 - Assignment and Assumption by and between Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez and John A. Servizio, dated as of August 2, 1994. Exhibit 5 - Subscription Letter issued by John A. Servizio to Sepa Technologies Ltd., Co., dated as of August 2, 1994. Signatures After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. SEPA TECHNOLOGIES LTD., CO. Date: August 2, 1994 By: /s/ John K. Percival ---------------- ---------------------- John K. Percival President and Chief Operating Officer EXHIBIT INDEX DOCUMENT Exhibits: Exhibit 1 Common Stock Purchase Agreement by and between Steffano Zanesco and Maria P. Pascual Diez, dated as of July 20, 1994 P Exhibit 2 Assignment and Assumption by and between Maria P. Pascual Diez and John A. Servizio, dated as of August 2, 1994 P Exhibit 3 Common Stock Purchase Agreement by and between Fernando Camara Barroso and Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez, dated as of July 20, 1994 P Exhibit 4 Assignment and Assumption by and between Fernando J. Pascual Diez, Enrique Pascual Diez and Maria P. Pascual Diez and John A. Servizio, dated as of August 2, 1994 P Exhibit 5 Subscription Letter issued by John A. Servizio to Sepa Technologies Ltd., Co., dated as of August 2, 1994 P -----END PRIVACY-ENHANCED MESSAGE-----