Attached files
| file | filename |
|---|---|
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v190583_ex10-1.htm |
| EX-10.2 - WORLDGATE COMMUNICATIONS INC | v190583_ex10-2.htm |
| EX-99.1 - WORLDGATE COMMUNICATIONS INC | v190583_ex99-1.htm |
| EX-10.3 - WORLDGATE COMMUNICATIONS INC | v190583_ex10-3.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): July 13, 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
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
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 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On July
13, 2010, Joel Boyarski resigned as the Chief Financial Officer, Treasurer and
Senior Vice President, Finance and Administration of WorldGate Communications,
Inc. (the “Company”) effective immediately. Mr. Boyarski will remain
in his role as principal accounting officer and principal financial officer on
an interim basis until August 20, 2010 and will provide transition services in a
senior advisory role through October 20, 2010. In connection with his
resignation, the Company agreed to enter into a severance agreement with Mr.
Boyarski pursuant to which the Company will provide him with certain severance
benefits following the end of his employment on October 20, 2010, including
continuation of salary for a period of six months, reimbursement of certain
health, dental and vision benefits for a period of six months, and an extension
of the period during which vested options may be exercised. The
severance agreement provides a general release in favor of the Company and its
affiliates.
Effective
as of July 13, 2010, James G. Dole was appointed as the Company’s Chief
Financial Officer, Treasurer and Senior Vice President, Finance. Mr.
Dole will become the Company’s principal accounting officer and principal
financial officer as of August 20, 2010. Pursuant to the letter
agreement, dated June 23, 2010, between the Company and Mr. Dole, the Company
agreed (1) to pay Mr. Dole $210,000 per year , (2) to grant Mr. Dole an option
to purchase 1,500,000 shares of common stock of the Company at an exercise price
of $0.48 per share and which vests 25% per year beginning on July 13, 2011, and
(3) to provide Mr. Dole severance payments in the amount of six (6) months’
salary and benefits continuation should the Company terminate his employment for
any reason without Cause, where “Cause” means Mr. Dole’s (i) willful or
continued misconduct, breach of fiduciary duty or gross negligence in the
performance (or failure thereof) of his duties; (ii) intentional failure or
refusal to perform lawfully assigned duties consistent with his position; (iii)
material breach of the letter agreement; or (iv) conviction of or entering a
plea of nolo contendere
to any felony or any crime (whether or not a felony) involving dishonesty or
fraud.
Prior to
joining WorldGate, Mr. Dole served as the Chief Corporate Development
Officer for Earthlink, Inc. from August 2007 through November 2009, where he was
responsible for mergers, acquisitions and divestitures. From January
2005 through August 2006, Mr. Dole served as Senior Vice President, Strategic
Implementation at MPower Communications, Inc., where he oversaw acquisition
integration, strategy development and special projects.
Item
7.01 Regulation FD
Disclosure.
On July
14, 2010, the Company issued a press release announcing the resignation of Mr.
Boyarski and appointment of Mr. Dole described in Item 5.02. The
press release is furnished herewith as Exhibit 99.1.
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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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Exhibit No.
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Description
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10.1
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Resignation
Letter, dated as of July 13, 2010, from Joel Boyarski to WorldGate
Communications, Inc.
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10.2
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Offer
Letter, dated June 23, 2010, to James G. Dole.
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10.3
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Form
of Non-Qualified Stock Option Grant under 2010 Stock Incentive
Plan.
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99.1
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Press
release issued by the Company dated July 14,
2010.
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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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|||
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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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||
Dated:
July 14, 2010
EXHIBIT
INDEX
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Exhibit No.
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Description
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|
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10.1
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Resignation
Letter, dated as of July 13, 2010, from Joel Boyarski to WorldGate
Communications, Inc.
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10.2
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Offer
Letter, dated June 23, 2010, to James G. Dole.
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10.3
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Form
of Non-Qualified Stock Option Grant under 2010 Stock Incentive
Plan.
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99.1
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Press
release issued by the Company dated July 14,
2010.
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