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): February 3,
2011
__________________________
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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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))
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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
February 3, 2011, Gregory Provenzano tendered his resignation as a director of
WorldGate Communications, Inc. (the “Company”) effective
immediately.
Pursuant
to the Registration Rights and Governance Agreement, dated as of April 6, 2009,
by and among the Company, WGI Investor LLC (“WGI”) and ACN Digital Phone
Service, LLC, WGI has the right to designate four of the Company’s seven
directors for nomination by the Company’s board of directors. Mr.
Provenzano was one of the directors designated by WGI and Ms. Jones was
designated by WGI to replace Mr. Provenzano on the Company’s board of directors.
On February 3, 2011, the board of directors of the Company appointed Colleen
Jones as a director of the Company effective immediately. Ms. Jones has not been
appointed to any committees of the Company’s board of directors.
Ms. Jones
has served as Global Vice President, General Counsel and Secretary of ACN, Inc.
(“ACN”) since 2003, and as general counsel to WGI since its formation in
2008. Ms. Jones has practiced law for over 25 years, serving as chief
legal officer in corporations and as a partner at large international law
firms. Her legal expertise includes general corporate and commercial
domestic and international transactional work for both publicly- and
privately-held companies, with her primary focus in the telecommunications and
technology sectors. As a result of her relationship with WGI and ACN,
Ms. Jones may be deemed to have a direct or indirect interest in the
transactions involving WGI, ACN and their respective affiliates, which are
disclosed in the Company’s periodic reports filed with the Securities and
Exchange Commission.
As
approved by the Company’s board of directors on April 29, 2009, Ms. Jones will
receive $20,000 annual compensation for her service as a
director. Ms. Jones will be eligible to participate in all
non-management director compensation plans or arrangements available to the
Company’s directors.
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:
February 9, 2011
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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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