Attached files
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EX-4.1 - WORLDGATE COMMUNICATIONS INC | v164261_ex4-1.htm |
EX-10.1 - WORLDGATE COMMUNICATIONS INC | v164261_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
_________________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): October 28,
2009
__________________________
WorldGate
Communications, Inc.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
Delaware
|
000-25755
|
23-2866697
|
(State
or Other Jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
No.)
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3190
Tremont Avenue
Trevose,
Pennsylvania 19053
(Address
of Principal Executive Offices) (Zip Code)
(215)
354-5100
(Registrant’s
telephone number,
including
area code)
(Former
Name or Former Address, if Changed Since Last Report)
__________________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
Revolving Loan and Security
Agreement with WGI Investor LLC
On
October 28, 2009, each of WorldGate Communications, Inc., WorldGate Service,
Inc., WorldGate Finance, Inc., Ojo Service LLC and Ojo Video Phones LLC
(collectively, the “WGAT Entities”)
entered into a Revolving Loan and Security Agreement (the “Revolving Loan”) with
WGI Investor LLC (“WGI”), pursuant to
which WGI will provide to the WGAT Entities, a line of credit in a principal
amount of $3,000,000. In addition, on October 28, 2009, pursuant to
the Revolving Loan, the WGAT Entities issued a Revolving Promissory Note (the
“Revolving Promissory
Note”), in a principal amount of $3,000,000, to WGI.
Pursuant
to the Revolving Loan and the Revolving Promissory Note,
·
|
WGI
agrees to lend from time to time, as requested by any WGAT Entity, amounts
up to $3,000,000;
|
·
|
interest
shall accrue on any loan advances at the rate of 10% per
annum;
|
·
|
the
initial payment of accrued interest shall be paid on June 1, 2010 and
monthly thereafter;
|
·
|
principal
amounts repaid by the WGAT Entities are available for
re-borrowing;
|
·
|
all
outstanding principal and interest outstanding are required to repaid on
October 28, 2014;
|
·
|
the
WGAT Entities granted WGI a security interest in all assets of the WGAT
Entities;
|
·
|
the
WGAT Entities made customary representations and covenants to
WGI;
|
·
|
any
loan advance requires the satisfaction of the following conditions:
receipt by WGI of an executed notice of borrowing; the representations and
warranties of the WGAT Entities shall be true in all material respects on
the date of the notice of borrowing and the loan date; no event of default
shall have occurred and be continuing or result from such loan advance;
and there shall not have occurred, in WGI’s sole discretion, any material
adverse change; and
|
·
|
upon
the occurrence of an event of default, (1) WGI may require repayment of
all outstanding amounts under the Revolving Loan, may terminate its
commitment to make additional loans to the WGAT Entities, and may exercise
its rights with respect to the security interest in all of the assets of
the WGAT Entities and (2) all outstanding amounts under the Revolving Loan
will bear interest at the rate of 15% per
annum.
|
WorldGate
Communications, Inc. (the “Company”) is majority
owned by WGI. Each of Robert Stevanovski, Anthony Cassara, David
Stevanovski and Gregory Provenzano is a director of the Company and has an
indirect ownership interest in WGI. As a result of these
relationships, each of WGI, Robert Stevanovski, Anthony Cassara, David
Stevanovski and Gregory Provenzano may be deemed to have a direct or indirect
interest in the transactions contemplated by the Revolving Loan. Due
to the preceding facts, the independent members of the board of directors of the
Company separately considered, discussed and approved the Revolving
Loan.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03. On October 28, 2009, WorldGate
Service, Inc. received $600,000 from WGI pursuant to a notice of borrowing under
the Revolving Loan.
The
following documents are incorporated by reference into this Current Report on
Form 8-K:
·
|
the
Revolving Loan and Security Agreement, dated October 28, 2009, by and
among WGI Investor LLC, WorldGate Communications, Inc., WorldGate Service,
Inc., WorldGate Finance, Inc., Ojo Service LLC, and Ojo Video Phones LLC,
filed as Exhibit 10.1 to this Current Report on Form 8-K;
and
|
·
|
the
Revolving Promissory Note, dated October 28, 2009, by WorldGate
Communications, Inc., WorldGate Service, Inc., WorldGate Finance, Inc.,
Ojo Service LLC, and Ojo Video Phones LLC in favor of WGI
Investor LLC in a principal amount of $3,000,000, filed as Exhibit 4.1 to
this Current Report on Form 8-K.
|
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
4.1
|
Revolving Promissory Note, dated October 28, 2009, by WorldGate Communications, Inc., WorldGate Service, Inc., WorldGate Finance, Inc., Ojo Service LLC, and Ojo Video Phones LLC in favor of WGI Investor LLC in a principal amount of $3,000,000 | |
10.1
|
Revolving
Loan and Security Agreement, dated October 28, 2009, by and among WGI
Investor LLC, WorldGate Communications, Inc., WorldGate Service, Inc.,
WorldGate Finance, Inc., Ojo Service LLC, and Ojo Video Phones
LLC
|
|
|
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SIGNATURE
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 hereunto
duly authorized.
WORLDGATE
COMMUNICATIONS, INC.
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|||
Dated: October 30,
2009
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By:
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/s/ Christopher V. Vitale
|
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Name:
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Christopher
V. Vitale
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||
Title:
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Senior
Vice President, Legal and Regulatory, General Counsel and
Secretary
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||
EXHIBIT
INDEX
Exhibit No.
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Description
|
|
4.1
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Revolving
Promissory Note, dated October 28, 2009, by WorldGate Communications,
Inc., WorldGate Service, Inc., WorldGate Finance, Inc., Ojo Service LLC,
and Ojo Video Phones LLC in favor of WGI Investor LLC in a
principal amount of $3,000,000
|
|
10.3
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Revolving
Loan and Security Agreement, dated October 28, 2009, by and among WGI
Investor LLC, WorldGate Communications, Inc., WorldGate Service, Inc.,
WorldGate Finance, Inc., Ojo Services LLC, and Ojo Video Phones
LLC
|