UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K/A

(amendment No. 1)
_________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  January 27, 2011
__________________________

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.)


3800 Horizon Blvd., Suite 103
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))
 
 
 

 
 
Explanatory Note

This Amendment to Form 8-K is filed by WorldGate Communications, Inc. (the “Company”) to amend and restate in its entirety the contents of the Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on January 28, 2011 (the “Original Form 8-K”). The Original Form 8-K included typographical errors in the original warrant vesting schedule disclosed therein.
 
Item 1.01
Entry into a Material Definitive Agreement.
 
On April 6, 2009, WorldGate Communications, Inc. (the “Company”) had issued to ACN Digital Phone Service, LLC (“ACN”) a Warrant to Purchase Shares of Common Stock of the Company with respect to 38,219,897 shares of common stock of the Company (the “2009 Warrant”).  On March 30, 2010, the Company had issued to ACN a Warrant to Purchase Shares of Common Stock of the Company with respect to 3,000,000 shares of common stock of the Company (the “2010 Warrant”).  Each of the 2009 Warrant and 2010 Warrant have an exercise price of $0.0425 per share and vest incrementally based on ACN’s purchases of video phones under the Master Purchase Agreement, dated April 6, 2009, between Ojo Video Phones LLC and ACN, and as amended by the First Amendment thereto, dated March 30, 2010 (collectively, the “Master Purchase Agreement”).
 
On January 27, 2011, the Company entered into an amendment to each of the 2009 Warrant and the 2010 Warrant.
 
The amendment to the 2009 Warrant changed its vesting schedule as follows:
 
Original Vesting Schedule
  Amended Vesting Schedule
Number of Units of Product Purchased under Master Purchase Agreement
Warrant Shares that Vest
 
Number of Units of Product Purchased under Master Purchase Agreement
Warrant Shares that Vest
First 50,000
6,369,982
 
First 99,440
6,369,982
Second 50,000
6,369,982
 
Next 200,560
31,849,914
Third 50,000
6,369,982
     
Fourth 50,000
6,369,982
     
Fifth 50,000
6,369,982
     
Sixth 50,000
6,369,982
     
 
The amendment to the 2010 Warrant changed its vesting schedule as follows:
 
Original Vesting Schedule
 
Amended Vesting Schedule
Number of Units of Product Purchased under Master Purchase Agreement
Warrant Shares that Vest
 
Number of Units of Product Purchased under Master Purchase Agreement
Warrant Shares that Vest
First 50,000
500,000
 
First 99,440
500,000
Second 50,000
500,000
 
Next 200,560
2,500,000
Third 50,000
500,000
     
Fourth 50,000
500,000
     
Fifth 50,000
500,000
     
Sixth 50,000
500,000
     
 
 
 

 
 
The Company is majority owned by WGI Investor LLC.  The ultimate ownership of WGI Investor LLC includes owners of the parent entity of ACN.  Each of Robert Stevanovski, Anthony Cassara, David Stevanovski and Gregory Provenzano is a director of the Company, has an indirect ownership interest in WGI Investor LLC, has an ownership interest in the parent entity of ACN and has a director, officer and/or advisory position with the parent entity of ACN.  As a result of these relationships, each of 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 amendments to each of the 2009 Warrant and the 2010 Warrant.
 
The foregoing description of the amendments to each of the 2009 Warrant and the 2010 Warrant does not purport to be complete and are qualified in their entirety by reference to the amendments to each of the 2009 Warrant and the 2010 Warrant, which are attached as Exhibit 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.

4.1
Amendment, dated January 27, 2011, to Warrant issued on April 6, 2009 to ACN Digital Phone Service, LLC (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed January 28, 2011)
   
4.2
Amendment, dated January 27, 2011, to Warrant issued on March 30, 2010 to ACN Digital Phone Service, LLC (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed January 28, 2011)

 
 

 

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.
 
     
 Dated: January 31, 2011
By:
/s/ Christopher V. Vitale
 
 
Name:      
Christopher V. Vitale
 
 
Title:  
Senior Vice President, Legal and Regulatory, General Counsel and Secretary