United States Securities and Exchange Commission

Washington, DC 20549



FORM 10-Q



|[ x ]                                                  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934 
|------------------------------------------------------ | -----------------------------------------------------------------------------------------
|                                                      
|For the Quarterly Period Ended June 30, 2009          
|                                                      
|[   ]                                                  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934
|                                                      
|For the transition period from _________to ________.  
|                                                      
|Commission File Number 001-09014                      
|Chyron Corporation                                    
|(Exact name of registrant as specified in its charter)



|New York                                                       |  | 11-2117385                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|5 Hub Drive, Melville, New York                                |  | 11747                               
|(Address of principal executive offices)                       |  | (Zip Code)                          
|(631) 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 [  ]



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).         [ ] 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 definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):





|Large accelerated filer [  ]                                             |  | Accelerated filer [  ]       
|------------------------------------------------------------------------ |  | -----------------------------
|Non-accelerated filer [  ]
(do not check if a smaller reporting company) |  | Smaller reporting company [x]



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 August 1, 2009 was 15,775,697.

---





CHYRON CORPORATION





INDEX





|PART I     | FINANCIAL INFORMATION                                            | Page
|---------- | ---------------------------------------------------------------- | ----
|           |                                                                  |     
|Item 1.    | Financial Statements                                             |     
|           | Consolidated Balance Sheets as of June 30, 2009 (unaudited) and  |     
|           | December 31, 2008                                                | 3   
|           |                                                                  |     
|           | Consolidated Statements of Operations for the Three Months ended |     
|           | June 30, 2009 and 2008 (unaudited)                               | 4   
|           |                                                                  |     
|           | Consolidated Statements of Operations for the Six Months ended   |     
|           | June 30, 2009 and 2008 (unaudited)                               | 5   
|           |                                                                  |     
|           | Consolidated Statements of Cash Flows  for the Six Months        |     
|           | ended June 30, 2009 and 2008 (unaudited)                         | 6   
|           |                                                                  |     
|           | Notes to Consolidated Financial Statements (unaudited)           | 7   
|           |                                                                  |     
|Item 2.    | Management's Discussion and Analysis of Financial Condition      |     
|           | and Results of Operations                                        | 16  
|           |                                                                  |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk       | 21  
|           |                                                                  |     
|Item 4(T). | Controls and Procedures                                          | 21  
|           |                                                                  |     
|PART II    | OTHER INFORMATION                                                |     
|           |                                                                  |     
|Item 1.    | Legal Proceedings                                                | 22  
|           |                                                                  |     
|Item 1A.   | Risk Factors                                                     | 22  
|           |                                                                  |     
|Item 4.    | Submission of Matters to a Vote of Security Holders              | 22  
|           |                                                                  |     
|Item 6.    | Exhibits                                                         | 23  

2

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PART I  FINANCIAL INFORMATION

Item 1.    Financial Statements

CHYRON CORPORATION
CONSOLIDATED BALANCE SHEETS

|                                                          | Unaudited |             
|--------------------------------------------------------- | --------- | ------------
|                                                          | June 30,  | December 31,
|ASSETS                                                    | 2009      | 2008        
|Current assets:                                           |           |             
|Cash and cash equivalents                                 | $  3,905  | $  5,322    
|Accounts receivable, net                                  | 4,334     | 3,199       
|Inventories, net                                          | 2,703     | 2,853       
|Deferred taxes                                            | 2,757     | 2,669       
|Prepaid expenses and other current assets                 | 953       | 923         
|Total current assets                                      | 14,652    | 14,966      
|                                                          |           |             
|Property and equipment, net                               | 2,147     | 1,354       
|Intangible assets, net                                    | 952       | 1,020       
|Goodwill                                                  | 2,066     | 2,066       
|Deferred taxes                                            | 17,485    | 17,001      
|Other assets                                              | 90        | 6           
|TOTAL ASSETS                                              | $37,392   | $36,413     
|                                                          |           |             
|LIABILITIES AND SHAREHOLDERS' EQUITY                      |           |             
|                                                          |           |             
|Current liabilities:                                      |           |             
|Accounts payable and accrued expenses                     | $  3,041  | $  2,575    
|Deferred revenue                                          | 2,158     | 2,089       
|Current portion of term loan                              | 326       | 0           
|Capital lease obligations                                 | 42        | 35          
|Total current liabilities                                 | 5,567     | 4,699       
|                                                          |           |             
|Pension liability                                         | 2,113     | 1,910       
|Deferred revenue                                          | 625       | 396         
|Term loan                                                 | 624       | 0           
|Other liabilities                                         | 142       | 74          
|Total liabilities                                         | 9,071     | 7,079       
|                                                          |           |             
|Commitments and contingencies                             |           |             
|                                                          |           |             
|Shareholders' equity:                                     |           |             
|Preferred stock, par value $1.00, without designation     |           |             
|Authorized - 1,000,000 shares, issued - none              |           |             
|Common stock, par value $.01                              |           |             
|Authorized - 150,000,000 shares                           |           |             
|Issued and outstanding -  15,760,443 at June 30, 2009 and |           |             
|15,663,675 at December 31, 2008                           | 158       | 157         
|Additional paid-in capital                                | 79,253    | 78,316      
|Accumulated deficit                                       | (50,309)  | (48,344)    
|Accumulated other comprehensive loss                      | (781)     | (795)       
|Total shareholders' equity                                | 28,321    | 29,334      
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                | $37,392   | $36,413     





See Notes to Consolidated Financial Statements (unaudited)

3

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CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2009 AND 2008
(In thousands, except per share amounts)
(Unaudited)





|                                                | 2009     | 2008   
|----------------------------------------------- | -------- | -------
|                                                |          |        
|Net sales                                       | $ 5,781  | $10,043
|Cost of products sold                           | 1,803    | 2,763  
|Gross profit                                    | 3,978    | 7,280  
|                                                |          |        
|Operating expenses:                             |          |        
|Selling, general and administrative             | 3,572    | 4,440  
|Research and development                        | 1,840    | 1,688  
|                                                |          |        
|Total operating expenses                        | 5,412    | 6,128  
|                                                |          |        
|Operating (loss) income                         | (1,434)  | 1,152  
|                                                |          |        
|Interest expense                                | (9)      | (25)   
|                                                |          |        
|Interest income                                 | 0        | 10     
|                                                |          |        
|Other income, net                               | 36       | 12     
|                                                |          |        
|(Loss) income before taxes                      | (1,407)  | 1,149  
|                                                |          |        
|Income tax benefit (expense), net               | 321      | (40)   
|                                                |          |        
|Net (loss) income                               | $(1,086) | $1,109 
|                                                |          |        
|Net (loss) income per share - basic and diluted | $(0.07)  | $0.07  
|                                                |          |        
|Weighted average shares outstanding:            |          |        
|Basic                                           | 15,736   | 15,567 
|Diluted                                         | 15,736   | 16,726 





See Notes to Consolidated Financial Statements (unaudited)

4

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CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(In thousands, except per share amounts)
(Unaudited)





|                                     | 2009     | 2008   
|------------------------------------ | -------- | -------
|                                     |          |        
|Net sales                            | $12,051  | $18,347
|Cost of products sold                | 3,853    | 5,207  
|Gross profit                         | 8,198    | 13,140 
|                                     |          |        
|Operating expenses:                  |          |        
|Selling, general and administrative  | 7,026    | 8,610  
|Research and development             | 3,670    | 3,203  
|                                     |          |        
|Total operating expenses             | 10,696   | 11,813 
|                                     |          |        
|Operating (loss) income              | (2,498)  | 1,327  
|                                     |          |        
|Interest expense                     | (14)     | (46)   
|                                     |          |        
|Interest income                      | 0        | 38     
|                                     |          |        
|Other income, net                    | 1        | 85     
|                                     |          |        
|(Loss) income before taxes           | (2,511)  | 1,404  
|                                     |          |        
|Income tax benefit (expense), net    | 546      | (40)   
|                                     |          |        
|Net (loss) income                    | $(1,965) | $1,364 
|                                     |          |        
|Net (loss) income per common share:  |          |        
|Basic                                | $(0.13)  | $0.09  
|Diluted                              | $(0.13)  | $0.08  
|                                     |          |        
|Weighted average shares outstanding: |          |        
|Basic                                | 15,709   | 15,528 
|Diluted                              | 15,709   | 16,662 



See Notes to Consolidated Financial Statements (unaudited)

5

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CHYRON CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(In thousands)
(Unaudited)

|                                                            | 2009       | 2008     
|----------------------------------------------------------- | ---------- | ---------
|CASH FLOWS FROM OPERATING ACTIVITIES                        |            |          
|Net (loss) income                                           | $(1,965)   | $1,364   
|Adjustments to reconcile net (loss) income to net cash from |            |          
|operating activities, net of acquisition:                   |            |          
|Depreciation and amortization                               | 461        | 416      
|Deferred income tax benefit                                 | (572)      | 0        
|Inventory provisions                                        | 154        | 0        
|Share-based compensation expense                            | 813        | 553      
|Other                                                       | 144        | 24       
|Changes in operating assets and liabilities, net of         |            |          
|effects from acquisition:                                   |            |          
|Accounts receivable                                         | (1,135)    | (1,022)  
|Inventories                                                 | (4)        | (338)    
|Prepaid expenses and other assets                           | (119)      | (186)    
|Accounts payable and accrued expenses                       | 467        | (1,390)  
|Deferred revenue                                            | 298        | 108      
|Pension liability                                           | 203        | (178)    
|Net cash used in operating activities                       | (1,255)    | (649)    
|                                                            |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES                        |            |          
|Acquisitions of property and equipment                      | (1,093)    | (491)    
|Disposals of property and equipment                         | 11         | 0        
|Acquisition of AXIS Graphics                                | 0          | (1,063)  
|Net cash used in investing activities                       | (1,082)    | (1,554)  
|                                                            |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES                        |            |          
|Proceeds from term loan                                     | 977        | 0        
|Proceeds from exercise of stock options                     | 0          | 136      
|Payments on term loan                                       | (27)       | 0        
|Payments on capital lease obligations                       | (30)       | (16)     
|Net cash provided by financing activities                   | 920        | 120      
|                                                            |            |          
|Change in cash and cash equivalents                         | (1,417)    | (2,083)  
|Cash and cash equivalents at beginning of period            | 5,322      | 6,290    
|Cash and cash equivalents at end of period                  | $3,905     | $4,207   
|                                                            |            |          
|SUPPLEMENTAL CASH FLOW INFORMATION                          |            |          
|Interest paid                                               | $        8 | $      28
|Stock issued for 401(k) match                               | 125        | 0        
|Assets acquired under capital lease                         | 104        | 0        
|Restricted stock issued for acquisition                     | 0          | 1,027    
|Promissory note issued for acquisition                      | 0          | 1,000    





See Notes to Consolidated Financial Statements

6

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



1. BASIS OF PRESENTATION



Nature of Business



Chyron provides sophisticated graphics offerings that include Online, Chyron's AXIS Graphics online content creation software, HD/SD switchable on-air graphics systems, clip servers, channel branding and telestration systems, graphic asset management and XMP integration solutions, and the WAPSTR mobile phone newsgathering application, as well as digital signage. As a pioneer of Graphics as a Service for all digital video media, Chyron aims to address the world of digital and broadcast graphics with Web, Mobile, HD, 3D and newsroom integration solutions.



General



The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany amounts have been eliminated.



In the opinion of management of Chyron Corporation (the "Company" or "Chyron"), the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of the Company as of June 30, 2009 and the consolidated results of its operations and its cash flows for the periods ended June 30, 2009 and 2008. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2009. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates made by management include inventory valuations, stock and bonus compensation, allowances for doubtful accounts, income taxes, pension assumptions and reserves for warranty and incurred but not reported health insurance claims. Estimates, by their nature, are based on judgment and available information. Also, during interim periods, certain costs and expenses are allocated among periods based on an estimate of time expired, benefit received, or other activity associated with the periods. Accordingly, actual results could differ from those estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. The December 31, 2008 figures included herein were derived from such audited consolidated financial statements. In addition, certain prior year amounts have been reclassified to conform to the current year presentation. Subsequent events were evaluated through August 12, 2009, the date these financial statements were issued.



7

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Net Income (Loss) Per Share



We report our net income (loss) per share in accordance with Financial Accounting Standards Board Statement No. 128, "Earnings Per Share." Basic earnings (loss) per share is computed based on the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based on the sum of the weighted average number of common shares outstanding and common stock equivalents. Shares used to calculate earnings (loss) per share are as follows (in thousands):



|                                                  | Three Months   | Six Months    
|------------------------------------------------- | -------------- | --------------
|                                                  | Ended June 30, | Ended June 30,
|                                                  | 2009           | 2008          
|Basic weighted average shares outstanding         | 15,736         | 15,567        
|Effect of dilutive stock options                  | -              | 1,159         
|Diluted weighted average shares outstanding       | 15,736         | 16,726        
|                                                  |                |               
|Weighted average shares which are not included in |                |               
|the calculation of diluted net income per         |                |               
|share because their impact is anti-dilutive       |                |               
|Stock options                                     | 3,416          | 456           



2. SHARE-BASED COMPENSATION



We account for share-based compensation cost in accordance with Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment." For stock options granted as consideration for services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services" and EITF 00-18 "Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees," as amended. The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Expected volatility is based on the historical volatility of the price of the Company's stock. The risk-free interest rate is based on U.S. Treasury issues with a term equal to the expected life of the option. The Company uses historical data to estimate expected dividend yield, expected life and forfeiture rates. In the quarter ended June 30, 2009, 800,000 options were granted to employees which brings the year to date total to 806,750. The fair values of the options granted were estimated based on the following weighted average assumptions:



|                                        | Three Months   | Six Months    
|--------------------------------------- | -------------- | --------------
|                                        | Ended June 30, | Ended June 30,
|                                        | 2009           | 2008          
|Expected volatility                     | 92.53%         | 106.9%        
|Risk-free interest rate                 | 2.30%          | 3.25%         
|Expected dividend yield                 | 0.0%           | 0.0%          
|Expected life (in years)                | 6.0            | 6.0           
|Estimated fair value per option granted | $1.00          | $4.54         

8

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The impact on our results of operations of recording share-based payment arrangements is as follows (in thousands):





|                                    | Three Months   | Six Months    
|----------------------------------- | -------------- | --------------
|                                    | Ended June 30, | Ended June 30,
|                                    | 2009           | 2008          
|Cost of products sold               | $  45          | $  22         
|Research and development            | 156            | 94            
|Selling, general and administrative | 187            | 117           
|                                    | $388           | $233          



As of June 30, 2009, there was approximately $2.1 million of total unrecognized share-based compensation cost related to options granted under our plans to employees or for services performed by non-employees that will be recognized over the next four years.



3. INVENTORIES



Inventories, net are comprised of the following (in thousands):





|                 | June 30, | December 31,
|---------------- | -------- | ------------
|                 | 2009     | 2008        
|Finished goods   | $   376  | $   410     
|Work-in-progress | 339      | 323         
|Raw materials    | 1,988    | 2,120       
|                 | $2,703   | $2,853      



4. ACQUISITION OF AXIS



In January 2008, Chyron purchased substantially all of the assets and certain liabilities of AXIS Graphics ("AXIS"). The results of operations of AXIS have been included in our consolidated statements of operations since the acquisition date.



The acquisition of AXIS has been accounted for in accordance with SFAS 141. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. All amounts will be deductible for federal tax purposes. Following is a summary of the purchase price allocation (in thousands):





|Fixed assets      | $     41
|----------------- | --------
|Intangible assets | 1,142   
|Goodwill          | 2,066   
|                  | $3,249  



We believe that the goodwill resulting from the acquisition reflects the unique, proprietary web-based solution that the AXIS online graphics production service offers, and expands our reach to include non-broadcast clients like newspapers, radio stations, mobile phones and anyone producing content for the Internet.

9

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We assess the possible impairment of goodwill at least annually, on October 1, at the reporting unit level. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The first step in the impairment process is to determine the fair value of the reporting unit and then compare it to the carrying value, including goodwill. We determined that the market capitalization approach is the most appropriate method of measuring fair value of the reporting unit, assuming a controlling interest. Under this approach, fair value is calculated based on the market price of common stock, multiplied by the number of outstanding shares. A control premium, which is representative of premiums paid in the marketplace to acquire a controlling interest in a company, is then added to the market capitalization to determine the fair value of the reporting unit. If the fair value exceeds the carrying value, no further action is required and no impairment loss is recognized. We monitor changes in our closing market price and its effect on fair value and the relationship to the carrying value. Additional impairment assessments may be performed on an interim basis if we encounter events or changes in circumstances that would indicate that, more likely than not, the carrying value of goodwill has been impaired. At June 30, 2009, the Company did not identify any potential impairment related to its goodwill.



The components and estimated useful lives of intangible assets acquired as of June 30, 2009 are stated below. Amortization is provided on a straight line method, or in the case of customer relationships, on an accelerated method, over the following estimated useful lives (in thousands):



|                                | Gross   | Accumulated  | Net    | Estimated  
|------------------------------- | ------- | ------------ | ------ | -----------
|                                | Amount  | Amortization | Amount | Useful Life
|Tradenames                      | $   304 | $   30       | $ 274  | 15 years   
|Proprietary technology          | 620     | 93           | 527    | 10 years   
|Non-compete agreement           | 25      | 13           | 12     | 3 years    
|Customer relationships          | 170     | 51           | 119    | 10 years   
|Domain name and related website | 23      | 3            | 20     | 15 years   
|                                | $1,142  | $ 190        | $ 952  |            



In connection with the purchase of AXIS, we issued non-qualified stock options to purchase 500,000 shares of the Company's common stock, at an exercise price of $5.26 per share, representing the closing market price on the grant date. The stock options vest in four tranches, with vesting being contingent on attainment of designated revenue targets for AXIS products in 2008 and 2009. The first tranche of 150,000 that would have vested on December 31, 2008 did not vest, and these options were cancelled because the designated revenue target for AXIS was not achieved in 2008. Each of the remaining tranches of 150,000, 100,000 and 100,000 will vest on December 31, 2009 if AXIS product revenues in 2009 exceed designated target revenue levels set for each tranche in 2009. In the event that AXIS product revenues for any individual tranche do not meet that tranche's revenue thresholds, the stock options related to that tranche shall automatically expire and be cancelled. In accordance with EITF 96-18, these options will be remeasured at each balance sheet date until they are fully vested or cancelled.

10

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For the quarter ended June 30, 2009, we have assumed that none of the options scheduled to vest in 2009 will vest on December 31, 2009, and have reversed a previously recorded first quarter expense of approximately $24 thousand.



5. LONG-TERM DEBT



The Company has a credit facility that was renewed on June 18, 2009 and expires March 31, 2010, and provides for a $1.5 million revolving line of credit ("revolver") with an advance rate of up to 80% of eligible accounts receivable. The revolver bears interest at Prime +1.75%, with a floor of 5.75%. The credit facility also provides for a $1.0 million equipment term loan ("term loan") to finance eligible equipment purchases. The term loan bears interest at Prime +2.0%, with a floor of 6.0%. Advances on the term loan shall be made within 120 days of purchase in minimum draws of $200,000. Any advances on the term loan will be repaid in thirty-six equal monthly installments of principal plus interest. The credit facility is collateralized by the Company's assets, except for its intellectual property rights which are subject to a negative pledge arrangement with the bank.



The Company is required to maintain financial covenants based on an adjusted quick ratio of 1.5 measured at month-end and minimum tangible net worth of $24 million, increased by 60% of the sum of the gross proceeds received by the Company from any sale of its equity or incurrence of subordinated debt and any positive quarterly net income earned, measured at quarter-end (both as defined as per the credit facility). As is usual and customary in such lending agreements, the agreements also contain certain nonfinancial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends without the bank's consent. The Company has been in compliance with all debt covenants since inception of the credit facility.



On May 29, 2009, the Company received an advance on the term loan of $977 thousand to be payable over the next 36 months in equal monthly installments plus accrued interest. The equipment term loan is scheduled to be repaid in full by May 2012. At June 30, 2009, the amount outstanding is $950 thousand, of which $624 thousand is considered long-term. Interest expense related to the term loan was $5 thousand in the quarter ended June 30, 2009.



6. BENEFIT PLANS



The net periodic benefit cost is as follows (in thousands):





|                                   | Three Months   | Six Months    
|---------------------------------- | -------------- | --------------
|                                   | Ended June 30, | Ended June 30,
|                                   | 2009           | 2008          
|Service cost                       | $103           | $106          
|Interest cost                      | 75             | 64            
|Expected return on plan assets     | (71)           | (50)          
|Amortization of prior service cost | (6)            | (9)           
|                                   | $101           | $111          



11

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Our policy is to fund the minimum contributions required under the Employee Retirement Income Security Act (ERISA), and, subject to cash flow levels, it is the Company's intention to make additional contributions to the Pension Plan to reduce the unfunded liability. The Company anticipates that no contribution will be required in 2009 in order to comply with ERISA, however, the Company may choose to make a discretionary contribution.



7. PRODUCT WARRANTY



We provide product warranties for our various products, typically for one year. Liabilities for the estimated future costs of repair or replacement are established and charged to cost of sales at the time the sale is recognized. We established our reserve based on historical data, taking into consideration specific product information. The following table sets forth changes in the warranty reserve (in thousands):





|                                | Three Months   | Six Months    
|------------------------------- | -------------- | --------------
|                                | Ended June 30, | Ended June 30,
|                                | 2009           | 2008          
|Balance at beginning of period  | $  82          | $  50         
|Provisions (credits)            | (29)           | 52            
|Warranty services provided, net | (3)            | (52)          
|                                | $ 50           | $50           



8. SHAREHOLDERS' EQUITY



Components and activity related to accumulated other comprehensive income is as follows (in thousands):





|                  | Foreign     |         | Accumulated  
|----------------- | ----------- | ------- | -------------
|                  | Currency    | Pension | Other        
|                  | Translation | Benefit | Comprehensive
|                  | Adjustments | Costs   | Income       
|January 1, 2009   | $  (23)     | $(772)  | $(795)       
|Change for period | (8)         | -       | (8)          
|March 31, 2009    | (31)        | (772)   | (803)        
|Change for period | 22          | -       | 22           
|June 30, 2009     | $(9)        | $(772)  | $(781)       



During the six months ended June 30, 2009, we issued 96,768 shares of common stock in connection with the Company match for our 401(k) plan in lieu of an aggregate cash match of $125 thousand.



12

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9. INCOME TAXES



The components of deferred income taxes are as follows (in thousands):





|                                 | June 30, | December 31,
|-------------------------------- | -------- | ------------
|                                 | 2009     | 2008        
|Deferred tax assets:             |          |             
|Net operating loss carryforwards | $17,151  | $16,648     
|Temporary differences            | 3,677    | 3,608       
|                                 | 20,828   | 20,256      
|Deferred tax valuation allowance | 586      | 586         
|                                 | $20,242  | $19,670     



In accordance with SFAS 123(R) the Company has not recorded a deferred tax asset related to the net operating losses resulting from the exercise of disqualifying stock options in the accompanying financial statements. The cumulative amount of unrecognized tax benefits at June 30, 2009 and December 31, 2008 was approximately $0.5 million, and if the Company is able to utilize this benefit in the future it would result in a credit to additional paid in capital.



The components of the provision for income tax benefit (expense) are as follows (in thousands):





|                                | Three Months Ended | Six Months Ended
|------------------------------- | ------------------ | ----------------
|                                | June 30,           | June 30,        
|                                | 2009               | 2008            
|Current:                        |                    |                 
|State and foreign               | $(16)              | $(40)           
|                                |                    |                 
|Deferred:                       |                    |                 
|State                           | 15                 | -               
|Federal                         | 322                | (370)           
|                                | 337                | (370)           
|Reversal of valuation allowance | -                  | 370             
|Income tax benefit (expense)    | $321               | $(40)           



At June 30, 2009, we had U.S. federal net operating loss carryforwards ("NOLs") of approximately $49 million expiring between the years 2012 through 2027. We file U.S. federal income tax returns as well as income tax returns in various states and two foreign jurisdictions. We may be subject to examination by the Internal Revenue Service ("IRS") for calendar years 2005 through 2008 under the normal statute of limitations. Additionally, any net operating losses that were generated in prior years and utilized in these years may also be subject to examination by the IRS. Generally, for state tax purposes, the Company's 2004 through 2008 tax years remain open for examination by the tax authorities under a four year statute of limitations, however, certain states may keep their statute open for six to ten years.

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10. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, we adopted the Financial Accounting Standards Board ("FASB") Statement No. 157, Fair Value Measurements ("FAS 157"), for financial assets and liabilities. This statement defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The statement indicates, among other things, that a fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The Company adopted the provisions of FAS 157 with respect to its non-financial assets and liabilities during the first quarter of fiscal 2009. However, there were no non-financial assets or liabilities requiring initial measurement or subsequent remeasurement during the first six months of 2009.



In order to increase consistency and comparability in fair value measurements, SFAS No. 157 establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below:



- Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
- Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
- Level 3:  Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.



In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.



Assets measured at fair value on a recurring basis include the following as of June 30, 2009:



|                          | Fair Value Measurement at |            
|------------------------- | ------------------------- | -----------
|                          | June 30, 2009 Using       |            
|                          | Quoted                    | Significant
|                          | Prices in                 | Other      
|                          | Active                    | Observable 
|                          | Markets                   | Inputs     
|(In thousands)            | (Level 1)                 | (Level 2)  
|                          |                           |            
|Cash and cash equivalents | $3,905                    | $    -     



On an annual recurring basis, the Company is required to use
fair value measures when measuring plan assets of the Company's pension plans.
As the Company elected to adopt the measurement date provisions of SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans," as of January 1, 2007, the Company was required to

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determine the fair value of the Company's pension plan
assets as of December 31, 2008. The fair value of pension plan assets was $3.8
million at December 31, 2008. These assets are valued in active liquid markets.



The carrying amount of cash, accounts receivables and accounts payables and other short-term financial instruments approximate their fair value due to their short-term nature. The Company believes that borrowings outstanding under its term loan approximate fair value because such borrowings bear interest at current variable market rates.



Additionally, on a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level using the market capitalization approach. Thus, the fair value of the reporting unit is represented by the fair value of the Company, assuming a controlling interest. As such, a premium for control is added to the non-controlling equity value, as calculated by the market price of the Company common stock which is publicly traded. This measurement would be classified based on level 2 input.



11. SEGMENT AND GEOGRAPHIC INFORMATION



The Company operates and evaluates its business as one reporting unit.



The details of the Company's geographic sales are as follows (in thousands):





|              | Three Months Ended | Six Months Ended
|------------- | ------------------ | ----------------
|              | June 30,           | June 30,        
|              | 2009               | 2008            
|United States | $4,521             | $7,418          
|Europe        | 586                | 1,056           
|Rest of world | 674                | 1,569           



12. RECENT ACCOUNTING PRONOUNCEMENTS



In December 2008, the FASB issued FASB Staff Position
("FSP") on Statement 132R, "Employers' Disclosures about Postretirement Benefit
Plan Assets" (FSP FAS 132R-1). This FSP expands the disclosure set forth in SFAS
132R by adding required disclosures about (1) how investment allocation
decisions are made by management, (2) major categories of plan assets, and (3)
significant concentration of risk. Additionally, the FSP requires an employer to
disclose information about the valuation of plan assets similar to that required
under SFAS 157. We will adopt this new accounting standard for our financial
statements ending December 31, 2009. We

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do not expect that the adoption of FSP FAS 132R-1 will have
a material impact on our financial statements.



In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 167, Amendments to FASB Interpretation No. 46(R) ("SFAS No. 167"). SFAS No. 167 amends the consolidation guidance applicable to variable interest entities and requires enhanced disclosures about an enterprise's involvement in a variable interest entity. This statement also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 is effective beginning January 1, 2010. The Company is currently reviewing the effect of SFAS No. 167, but does not expect that the adoption of SFAS No. 167 will have a material effect on the Company's consolidated financial position, results of operations, or cash flows.



In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally accepted Accounting Principles - a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification ("Codification") will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"). Rules and interpretive  releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and will not have a material impact on the Company's consolidated financial statements.

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL              CONDITION AND RESULTS OF OPERATIONS



The following discussion should be read along with our 2008 Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission, and with the unaudited financial statements included in this Form 10-Q.



Overview



Chyron provides sophisticated graphics offerings that include Online, Chyron's AXIS Graphics online content creation software, HD/SD switchable on-air graphics systems, clip servers, channel branding and telestration systems, graphic asset management and XMP integration solutions, and the WAPSTR mobile phone newsgathering application, as well as digital signage. As a pioneer of Graphics as a Service for all digital video media, Chyron aims to address the world of digital and broadcast graphics with Web, Mobile, HD, 3D and newsroom integration solutions.



Over the past few years Chyron has made continued progress
towards its goal of becoming a provider of digital graphics workflow solutions
for broadcast, online and out of home applications. The worldwide shift from
analog to digital television, as well as the adoption of high definition
television, continue to be the primary drivers of our revenues. We believe that
we will continue to benefit from these established trends because we offer
systems and services

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that are designed to allow for easy content creation and to
showcase high-quality digital graphics in a cost-effective way.



We expect that the global economy will continue to be depressed in 2009, and that many of our customers may wait to make purchase decisions until they have more visibility of where the economy is headed and how it might affect them. We have adjusted to this by reducing headcount, cutting salaries and taking other expense control measures while continuing to emphasize investment in R&D and product development. We plan to continue to focus on our growth strategy in order to emerge stronger when the recovery takes hold. Our strategy is to seek to gain market share in broadcast and online graphics content workflow solutions and expand the use and penetration of our AXIS online graphic creation platform. We believe that because our addressable market opportunity is no longer restricted to broadcast television, we have additional opportunities for growth.



Results of Operations for the Three and Six Months Ended June 30, 2009 and 2008



Net Sales.  Revenues for the quarter ended June 30, 2009 were $5.8 million, a decrease of $4.2 million, or 42%, from the $10 million reported for the quarter ended June 30, 2008. Revenues derived from U.S. customers were $4.5 million in the quarter ended June 30, 2009 as compared to $7.4 million in the quarter ended June 30, 2008. Revenues derived from international customers were $1.3 million in the quarter ended June 30, 2009 and $2.6 million in the quarter ended June 30, 2008. Revenues for the six months ended June 30, 2009 were $12.1 million, a decrease of $6.2 million or 34% from the $18.3 million for the six months ended June 30, 2008. Revenues derived from U.S. customers were $9.4 million in the six month period ended June 30, 2009 as compared to $13.9 million in the six months ended June 30, 2008. Revenues derived from international customers in the six months ended June 30, 2009 and 2008 were $2.6 million and $4.4 million, respectively. Throughout 2009, we  continued to experience a decline in our revenues, which we believe is due to global economic conditions. We expect the global economy will continue to be depressed in 2009, as it was in the latter part of 2008, and that many of our customers may wait to make purchase decisions until they have more visibility of where the economy is headed and how it might affect them. We plan to continue to focus on our growth strategy in order to emerge stronger when the recovery takes hold. Our strategy is to seek to gain market share in broadcast and online graphics content workflow solutions.



Gross Profit. Gross margins for the quarter ended June 30, 2009 and 2008, were 69% and 72%, respectively. Gross margins for the six months ended June 30, 2009 and 2008 were 68% and 72%, respectively. Gross margins in all periods in 2009 were negatively impacted by the inability to completely absorb fixed overhead costs at these lower revenue levels.



Selling, General and Administrative Expenses.
Selling, general and administrative ("SG&A") expenses were $3.6 million in the
quarter ended June 30, 2009 compared to $4.4 million in the quarter ended June
30, 2008. The decrease in spending is primarily due to reduced sales commissions
of $0.1 million on lower revenues, lower compensation costs associated with
bonus accruals of $0.2 million, lower overall travel costs of $0.1 million,
lower professional service costs of $0.2 million and $0.2 million in lower
marketing and other promotional costs associated with the initial launch of AXIS
Graphics in 2008. SG&A in the six months ended

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June 30, 2009 and 2008 were $7.0 million and $8.6 million,
respectively. The decrease in the six months of 2009 is primarily due to $0.3
million in lower commissions, $0.2 million in reduced travel costs, $0.4 million
in lower compensation costs associated with bonus accruals, $0.3 million in
overall professional services, $0.2 million in the cost of international sales
offices and $0.2 million in marketing and AXIS Graphics launch costs.



Research and Development Expenses. Research and development ("R&D") expenses increased $0.1 million in the second quarter of 2009 to $1.8 million as compared to 2008. R&D increased $0.5 million in the six month period ended June 30, 2009 to $3.7 million as compared to $3.2 million in the six month period ended June 30, 2008. The primary factor contributing to the increase is the Company's investment, primarily in the form of personnel and related costs, in the integration of our AXIS Graphics solution into our other products, the development of new online products and the continued development of new products for HDTV, mobile content, and channel branding. We believe we will continue to invest at this level for the remainder of 2009.



Interest income and expense.  Interest expense approximated $9 thousand in the second quarter of 2009 and $25 thousand in the second quarter of 2008. In 2008, the major component of interest related to the cost associated with the note payable for the purchase of AXIS, which was repaid as of December 31, 2008, whereas the 2009 interest cost is associated with our capital leases and interest costs associated with the advance of $977 thousand under our term loan in May 2009. Interest income is associated with interest earned on available cash balances that are invested in overnight repurchase agreements. The decline in interest rates in 2009 has virtually eliminated our interest income.



Other income and expense, net.  The components of other income and expense, net are as follows (in thousands):





|                                         | Three Months   | Six Months    
|---------------------------------------- | -------------- | --------------
|                                         | Ended June 30, | Ended June 30,
|                                         | 2009           | 2008          
|Foreign exchange transaction gain (loss) | $ 36           | $ (2)         
|Sublease income                          | 0              | 14            
|Other                                    | 0              | 0             
|                                         | $36            | $12           



The foreign exchange loss we experienced in the first quarter of 2009 reversed into a foreign exchange gain in the second quarter due to improvements in the currency rates of Euros and British Pounds Sterling. While we continue to be exposed to foreign currency and exchange risk in the normal course of business, we believe that it is not material to our near-term financial position or results of operations.



Income tax benefit, net. During 2009, we recorded income tax benefits of $0.3 million and $0.5 million in the three and six months periods ended June 30, 2009, respectively, related to the additional net operating losses incurred, that will be available to offset taxable income in future periods.



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Liquidity and Capital Resources



The Company finances its business primarily with cash generated from operations. At June 30, 2009, we had cash and cash equivalents on hand of $3.9 million and working capital of $9.0 million. In the second quarter of 2009, there was a decrease in the amount of our operating cash primarily driven by the operating loss and the increase in accounts receivable. While there has been an increase in our accounts receivable due to slowdown in collections, we believe it is not material and that it is within our tolerable range of risk. The Company has also invested approximately $1 million in the second quarter of 2009 for a new co-location facility for AXIS service and a data center for redundancy and disaster recovery of our data systems. This expense was substantially financed in the second quarter by drawing on the equipment term loan from our lender.



The Company has a credit facility with a U.S. bank which was renewed June 18, 2009, and expires March 31, 2010, to provide for a $1.5 million revolving line of credit ("revolver"), with an advance rate of up to 80% of eligible accounts receivable. At June 30, 2009, available borrowings were approximately $1.5 million based on this formula. The credit facility also provides for a $1.0 million equipment term loan to finance eligible equipment purchases. The Company is required to maintain financial covenants based on an adjusted quick ratio of 1.5 measured at month-end and minimum tangible net worth of $24 million, increased by 60% of the sum of the gross proceeds received by the Company from any sale of its equity or incurrence of subordinated debt and any positive quarterly net income earned, measured at quarter-end (both as defined as per the credit facility). As is usual and customary in such lending agreements, the agreements also contain certain non-financial requirements, such as required periodic reporting to the bank and various representations and warranties. The lending agreement also restricts our ability to pay dividends without the bank's consent. The Company has been in compliance with all debt covenants since inception of the credit facility. In the second quarter of 2009, we received an advance on the equipment term loan of $977 thousand to finance capital equipment to build a new co-location facility and data center.



We anticipate that no contribution to our Pension Plan will be required under ERISA in 2009. However, we may choose to make a discretionary contribution. Due to the poor performance of the financial markets, the Company's Pension Plan investments declined in value from $3.8 million at December 31, 2008 to $3.7 million at June 30, 2009. The Company's investment strategy remains the same and we anticipate the value of these investments will rise when the markets rebound. We believe that the Plan's investments are more than adequate to meet Plan obligations for the next twelve months.



We expect that the global economy will continue to be
depressed in 2009, as it was in the latter part of 2008, and that many of our
customers may wait to make purchase decisions until they have more visibility of
where the economy is headed and how it might affect them. We have adjusted to
this by reducing headcount, cutting salaries and taking other expense control
measures while continuing to emphasize investment in R&D and product
development. We plan to continue to focus on our growth strategy in order to
emerge stronger when the recovery takes hold. Our strategy is to seek to gain
market share in broadcast and online graphics content workflow solutions and
expand the use and penetration of our AXIS online graphic creation

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platform. We believe that because our addressable market
opportunity is no longer restricted to broadcast television, we have additional
opportunities for growth. However, our future growth and success will depend to
a significant degree on our ability to generate sales of our newer,
non-broadcast products in our existing and in new markets. We operate in a
rapidly changing environment and must remain responsive to changes as they
occur. In the event that revenues are significantly below forecasted revenues,
we believe we have the ability to reduce or delay discretionary expenditures,
including capital purchases, and reduce headcount, so that we will have
sufficient cash resources. However, there can be no assurance that we will be
able to adjust our costs in sufficient time to respond to revenue and cash
shortfalls, should that occur.



The long-term success of the Company will be dependent on maintaining profitable operating results and the ability to raise additional capital on acceptable terms should such additional capital be required. In the event the Company is unable to achieve its desired goal of profitability or raise sufficient additional capital, if needed, we may have to scale back or eliminate certain parts of our operations.



We believe that cash on hand, net cash to be generated in the business, and availability under our line of credit, will be sufficient to meet our cash needs for at least the next 12 months if we are able to achieve our planned results of operations and retain availability of credit under our lending agreement.



If these sources of funds are not sufficient, we may need to reduce, delay or terminate our existing products and planned products. We may also need to raise additional funds through one or more capital financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or products, or grant licenses on terms that are not favorable to us.



There can be no assurance that additional funds will be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate development activities for one or more of our products; or delay, limit, reduce or terminate our sales and marketing capabilities or other activities that may be necessary to commercialize one or more of our products.



Special Note Regarding Forward-Looking Statements



The SEC encourages companies to disclose forward-looking
information so that investors can better understand a company's future prospects
and make informed investment decisions. This Quarterly Report on Form 10-Q
contains such "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements in connection with any
discussion of future financial performance, liquidity and capital resources,
business

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prospects, technological developments, changes in the
industry, new products, research and development activities and similar matters
are identified by use of words such as "may," "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," and other words and terms of
similar meaning. Such statements are based on management's expectations and are
subject to certain factors, risks and uncertainties that may cause actual
results, outcome of events, timing and performance to differ materially from
those expressed or implied by such forward-looking statements.



These risks include, but are not limited to, the downturn in the global economy and resulting decrease in capital spending by our customers, product concentration in a mature market, dependence on the emerging digital market and the industry's transition to digital television and high definition television, our ability to integrate our AXIS online graphics creation solution into our product offerings and to generate profits from AXIS, consumer acceptance of DTV and HDTV, resistance within the broadcast or cable industry to implement DTV and HDTV technology, rapid technological changes, continued growth, use and improvement of the Internet, new technologies that could render certain of our products to be obsolete, competitors with significantly greater financial resources, new product introductions by competitors, seasonality, ability to maintain adequate levels of working capital, our ability to successfully maintain the level of operating costs, and expansion into new markets, and other factors discussed under the heading "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008 which has been filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this Quarterly Report might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.



Item 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT                  MARKET RISK



The information called for by this Item is omitted in reliance upon Item 305(e) of Regulation S-K.



Item 4(T).  CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our principal executive officer and principal financial
officer, after evaluating the effectiveness of our disclosure controls and
procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the
Securities Exchange Act of 1934) as of the end of the period covered by this
Quarterly Report on Form 10-Q, have concluded that, based on such evaluation,
our

21

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disclosure controls and procedures were effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms and is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure, particularly during the period in which this Quarterly Report on
Form 10-Q was being prepared.



Changes in Internal Control Over Financial Reporting



There have been no changes in the Company's internal control over financial reporting, identified in connection with the evaluation of such internal control, that occurred during the most recent quarter of the Company that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



PART II.   OTHER INFORMATION



ITEM 1.    LEGAL PROCEEDINGS



The Company from time to time is involved in routine legal matters incidental to its business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.



ITEM 1A.  RISK FACTORS



There have been no material changes from the risk factors previously discussed in our Annual Report on Form 10-K for the year ended December 31, 2008.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Our Annual Meeting of Shareholders was held on May 13, 2009. Of 15,703,957 shares of common stock issued and outstanding and eligible to vote as of the record date of March 25, 2009, a quorum of 13,156,416 shares were present in person or represented by proxy. The following action was taken at such meeting.





|Election of Directors      
|---------------------------
|                           
|Peter F. Frey              
|Richard P. Greenthal       
|Christopher R. Kelly       
|Roger L. Ogden             
|Robert A. Rayne            
|Michael I. Wellesley-Wesley
|Michael C. Wheeler         



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ITEM 6.   EXHIBITS

(a)  Exhibits:





|Exhibit No. | Description of Exhibit                                                                                                                                                                                                                                                                                                 
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                        
|3.1         | Amended and Restated By-Laws of Chyron Corporation, as amended (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-09014) filed with the Securities and Exchange Commission on May 15, 2009 and incorporated herein by reference).                                                      
|            |                                                                                                                                                                                                                                                                                                                        
|10.1        | First Loan Modification Agreement between Silicon Valley Bank and Chyron Corporation dated April 16, 2009 (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-09014) filed with the Securities and Exchange Commission on June 18, 2009 and incorporated herein by reference).         
|            |                                                                                                                                                                                                                                                                                                                        
|10.2        | Second Loan Modification Agreement between Silicon Valley Bank and Chyron Corporation dated June 18, 2009 (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K (File No. 001-09014) filed with the Securities and Exchange Commission on June 18, 2009 and incorporated herein by reference).         
|            |                                                                                                                                                                                                                                                                                                                        
|10.3        | General Agreement for Consulting Services between Chyron Corporation and Michael C. Wheeler, dated August 5, 2009 (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-09014) filed with the Securities and Exchange Commission on August 7, 2009 and incorporated herein by reference).
|            |                                                                                                                                                                                                                                                                                                                        
|31.1        | 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.                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                        
|31.2        | 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.                                                                                                                     
|            |                                                                                                                                                                                                                                                                                                                        
|32.1        | Certification of Principal Executive Officer and 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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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 12, 2009 |  | /s/ Michael Wellesley-Wesley
|(Date)          |  | Michael Wellesley-Wesley    
|                |  | President and               
|                |  | Chief Executive Officer     
|                |  |                             
|August 12, 2009 |  | /s/ Jerry Kieliszak         
|(Date)          |  | Jerry Kieliszak             
|                |  | Chief Financial Officer and 
|                |  | Senior Vice President       



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