Attached files
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| EX-31.2 - EXHIBIT 31.2 - ChyronHego Corp | qamarch2013ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - ChyronHego Corp | qamarch2013ex311.htm |
| EX-10.2 - EXHIBIT 10.2 - ChyronHego Corp | qamarch2013ex102.htm |
United States Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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For the Quarterly Period Ended March 31, 2013
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[ ]
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Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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For the transition period from _________to ________.
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Commission File Number 001-09014
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ChyronHego Corporation
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(Exact name of registrant as specified in its charter)
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New York
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11-2117385
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5 Hub Drive, Melville, New York
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11747
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(Address of principal executive offices)
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(Zip Code)
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(631) 845-2000
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(Registrant's telephone number, including area code)
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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 [ ]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [x] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(do not check if a smaller reporting company)
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Smaller reporting company [x]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The number of shares outstanding of the issuer's common stock, par value $.01 per share, on May 7, 2013 was 17,434,972.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the “Original Report”) filed by ChyronHego Corporation (previously Chyron Corporation) with the Securities and Exchange Commission on May 13, 2013. This Amendment is being filed solely for the purpose of amending Exhibit 10.2 under Item 6 of Part II of the Original Report.
Except as described above, no other changes have been made to the Original Report and this Amendment does not modify or update disclosures in the Original Report and does not reflect subsequent events occurring after the date of the Original Report. Accordingly, this Amendment should be read in conjunction with the Original Report, which continues to speak as of the date of the Original Report.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits:
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Exhibit No.
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Description of Exhibit
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2.1
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Stock Purchase Agreement by and among, Chyron Corporation, Chyron Holdings, Inc., Chyron AB, Hego Aktiebolag, Westhill Group AB (corp. reg. no. 556583-5948) as the stockholder representative of the Hego stockholders, and the stockholders of Hego Aktiebolag, dated as of March 9, 2013 (previously filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Commission on March 12, 2013 (File No. 001-09014) and incorporated herein by reference).
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3.1
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Amended and Restated By-Laws of Chyron Corporation, as amended (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Commission on March 12, 2013 (File No. 001-09014) and incorporated herein by reference).
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10.1
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2013 Management Incentive Compensation Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2013 (File No. 001-09014) and incorporated herein by reference).
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10.2*
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Seventh Loan Modification Agreement between Silicon Valley Bank and Chyron Corporation dated March 1, 2013.
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31.1*
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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* Filed herewith.
** Previously filed with our Quarterly Report on Form 10-Q on May 13, 2013 which this Form 10-Q/A amends.
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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.
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CHYRONHEGO CORPORATION
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(Registrant)
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July 10, 2013
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/s/ Michael Wellesley-Wesley
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(Date)
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Michael Wellesley-Wesley
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Chief Executive Officer
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(Principal Executive Officer)
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July 10, 2013
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/s/ Jerry Kieliszak
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(Date)
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Jerry Kieliszak
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Chief Financial Officer and Sr. Vice President
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(Principal Financial and Accounting Officer)
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