ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 11, 2012, TelVue Corporation (the “Company”) executed a Debt Conversion Agreement with H.F. Lenfest, a director and the majority stockholder of the Company, who holds nine Line of Credit Notes and a non-interesting bearing note, issued by the Company (together, the “Notes”), subject to stockholder approval. The aggregate principal amount of these Notes is $25,941,000, and the Notes have accrued and unpaid interest of $4,669,532, as of December 30, 2011. A copy of the Debt Conversion Agreement is attached to this report as Exhibit 10.1 and incorporated by reference herein. The terms of the Debt Conversion Agreement are that Mr. Lenfest agrees to (i) convert $20,941,000 of the principal amount of his Notes, plus all accrued but unpaid interest thereon and any additional interest accrued and unpaid on or before the closing of the Debt Conversion Agreement into shares of the Company’s common stock, $0.01 par value (the “Common Stock”), at a conversion price of $0.35 per share; and (ii) to convert $5,000,000 of the principal amount of his Notes into shares of the Company’s Series A Convertible Preferred Stock (the “Series A Stock”). The Series A Stock is convertible into shares of the Company’s Common Stock at an initial conversion price of $0.35 per share. Details of the terms and conditions of the Series A Stock can be found in the designations set forth in Exhibit A to the Agreement, filed herewith and incorporated by reference herein as Exhibit 10.1. As of December 30, 2011, the number of shares into which the $20,941,000 Notes and accrued and unpaid interest would be converted is 73,172,949 shares of Common Stock. This number of shares would slightly increase over time as a result of the accrual of interest on the outstanding debt. In association with the Debt Conversion Agreement, management engaged 4Xe, LLC (“4Xe”) to act as the Company’s financial advisor. 4Xe presented to the non-interested directors of the Company its findings as to the fairness of the conversion to the minority shareholders (the “Minority”), and submitted formal opinion letters that the terms of the conversion were fair to the Minority from a financial point of view. Attached as Exhibit 99.1 is a copy of the press release dated January 18, 2012 with respect to the Debt Conversion Agreement.

The Board of Directors and management will submit the Debt Conversion Agreement for approval to the stockholders. The Company will file a proxy statement with respect to the Debt Conversion Agreement and related matters with the U.S. Securities and Exchange Commission (the “SEC”). The proxy statement will be sent to the Company’s stockholders for their approval of the Debt Conversion Agreement at a special meeting of stockholders. Stockholders are urged to read the proxy statement and any other relevant documents when filed because they contain important information about the Company, the Debt Conversion Agreement and related matters. Stockholders may obtain a free copy of the proxy statement and other documents when they become available at the SEC’s web site at www.sec.gov. The proxy statement and other related SEC documents may also be obtained free of charge by contacting the Company at (800) 885-8886.

The Company and its officers, directors and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to approval of the Debt Conversion Agreement. Such participants may have interests in the transaction, including as a result of holding shares of the Common Stock. Information regarding the participants and their interests will be contained in the proxy statement.

2