Attached files
| file | filename |
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| EX-4.1 - WORLDGATE COMMUNICATIONS INC | v176799_ex4-1.htm |
| EX-4.2 - WORLDGATE COMMUNICATIONS INC | v176799_ex4-2.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v176799_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): March 3, 2010
__________________________
WorldGate
Communications, Inc.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
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Delaware
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000-25755
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23-2866697
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
|
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Incorporation
or Organization)
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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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Increase
of WGI Credit Line. As more fully described in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 30, 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”) on October 28,
2009, pursuant to which WGI provided to the WGAT Entities, a line of credit in a
principal amount of $3,000,000.
On March
9, 2010, the WGAT Entities entered into the First Amendment to the Revolving
Loan with WGI (the Revolving Loan as amended by the First Amendment, the “Amended Revolving
Loan”), pursuant to which WGI will provide to the WGAT Entities, a line
of credit for an additional $2,000,000 resulting in an aggregate principal
amount available for borrowing under the Amended Revolving Loan of
$5,000,000. In addition, on March 9, 2010, pursuant to the Amended
Revolving Loan, the WGAT Entities issued a revised Revolving Promissory Note,
dated October 29, 2009 (the “New Revolving Promissory
Note”), in a principal amount of $5,000,000, to WGI.
Other
than amending the maximum principal amount available under the Amended Revolving
Loan from $3,000,000 to $5,000,000, the terms of the Amended Revolving Loan and
the New Revolving Promissory Note are the same as previously disclosed in the
Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 30, 2009.
Issuance
of Warrant to WGI. In connection with the Amended Revolving
Loan, on March 9, 2010, WorldGate Communications, Inc. (the “Company”) granted WGI
a warrant to purchase up to approximately 6 million shares of the Company’s
common stock, par value $0.01 per share, at an exercise price of $0.574 per
share (the “WGI
Warrant”). The WGI Warrant was fully vested on issuance and
has a term of 10 years.
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 Amended Revolving Loan and WGI
Warrant. Due to the preceding facts, the independent members of the
audit committee of the board of directors of the Company and independent members
of the board of directors of the Company separately considered, discussed and
approved the Amended Revolving Loan and WGI Warrant.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03. On March 3, 2010, each of the WGAT
Entities became obligated for an additional $400,000 received by WorldGate
Service, Inc. from WGI pursuant to a notice of borrowing under the Revolving
Loan.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.02. The WGI Warrant was issued pursuant to
an exemption from registration under the Securities Act of 1933, as
amended.
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Item
8.01
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Other
Events.
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The
Company has fixed the close of business on March 24, 2010 as the record date for
stockholders entitled to notice of and to vote at the 2010 annual meeting of
stockholders (the “Annual Meeting”),
which will be held on Thursday, May 20, 2010 at 10AM EDT.
Because
the Company did not hold an annual meeting of stockholders in 2009, stockholders
wishing to submit proposals for inclusion in the Company’s proxy statement in
accordance with Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, for consideration at the Annual Meeting, must deliver such
proposals to the Secretary of the Company, at the Company’s principal office at
3190 Tremont Avenue, Trevose, Pennsylvania 19053, by March 26,
2010. Such proposals must also meet the other requirements of the
rules of the United States Securities and Exchange Commission relating to
stockholders’ proposals for inclusion in the Company’s proxy
materials.
The
Company’s bylaws contain advance notice provisions that a stockholder must
follow to nominate a person for election to the Company’s Board of Directors or
to present any other proposal at an annual meeting of
stockholders. These provisions require, among other things, that the
stockholder give timely notice to the Company of the nomination or other
proposed business, that the notice contain specified information about the
nominee or proposal and the stockholder and that the stockholder comply with
certain other requirements. In accordance with the bylaws, since the
Company did not hold an annual meeting in 2009, notice by a stockholder must be
delivered to the Company no later than the close of business on the tenth day
after the date of this Form 8-K. Accordingly, if a stockholder of the
Company intends, at the Annual Meeting, to nominate a person for election to the
Company’s Board of Directors or to propose other business, the stockholder must
deliver a notice of such nomination or proposal to the Company not later than
the close of business on March 19, 2010, and comply with the requirements set
forth in the Company’s bylaws. If a stockholder’s nomination or
proposal is not in compliance with the procedures set forth in the Company’s
bylaws, the Company may disregard such nomination or proposal.
The
following documents are incorporated by reference into this Current Report on
Form 8-K:
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·
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First
Amendment to Revolving Loan and Security Agreement, dated March 9, 2010,
by and among WGI and the WGAT Entities, filed as Exhibit 10.1 to this
Current Report on Form 8-K;
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·
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Revolving
Promissory Note, dated March 9, 2010, by the WGAT Entities in favor
of WGI in a principal amount of $5,000,000, filed as Exhibit 4.1 to this
Current Report on Form 8-K; and
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·
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Warrant,
dated March 9, 2010, issued to WGI, filed as Exhibit 4.2 to this Current
Report on Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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4.1
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Revolving
Promissory Note, dated March 9, 2010, 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 $5,000,000
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4.2
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Warrant,
dated March 9, 2010, issued to WGI Investor LLC
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10.1
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First
Amendment to Revolving Loan and Security Agreement, dated March 9, 2010,
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.
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WORLDGATE
COMMUNICATIONS, INC.
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Dated: March 9,
2010
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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
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Exhibit
No.
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Description
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4.1
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Revolving
Promissory Note, dated March 9, 2010, 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 $5,000,000
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4.2
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Warrant,
dated March 9, 2010, issued to WGI Investor LLC
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10.1
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First
Amendment to Revolving Loan and Security Agreement, dated March 9, 2010,
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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