SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
TelVue Corporation
------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M.,
June 14, 2001
TO THE STOCKHOLDERS OF TELVUE CORPORATION:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders of
TelVue Corporation, a Delaware corporation ("TelVue"), will be held at the
executive offices of TelVue located at 16000 Horizon Way, Suite 500, Mt.
Laurel, New Jersey, 08054 on June 14, 2001 at 10:00 A.M. for consideration
of and action upon the following matters:
I. Election of five (5) directors to hold office for the ensuing year
and until their successors have been duly elected and qualified; and
II. Such other matters as may properly come before the Annual Meeting.
The Board of Directors has fixed the close of business on May 11, 2001
as the record date for determination of holders of Common Stock of TelVue
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. A list of stockholders and their stockholdings as of such record
date will be available to all stockholders at the time and place of this
meeting.
THE ACCOMPANYING FORM OF PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF TELVUE.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY
EXPECT TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN,
DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE (a) BY NOTIFYING THE SECRETARY OF
TELVUE IN WRITING, (b) BY DELIVERING A DULY EXECUTED PROXY BEARING A LATER
DATE, OR (c) BY ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS:
Irene A. DeZwaan, Secretary
May 14, 2001
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
DATED May 14, 2001
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual
Meeting and with the accompanying proxy on or about May 14, 2001, to each
stockholder of record of TelVue Corporation ("TelVue") at the close of
business on May 11, 2001 ("Record Date"), in connection with the
solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Stockholders of TelVue to be held on June 14, 2001 at 10:00 A.M.
at the executive offices of TelVue, 16000 Horizon Way, Suite 500, Mt.
Laurel, New Jersey 08054, and at any adjournment or adjournments thereof for
the purposes stated below. The form of Proxy is enclosed.
REVOCABILITY OF PROXY
Subject to the conditions set forth elsewhere in this Proxy Statement,
the shares represented by each executed Proxy will be voted at the Annual
Meeting in accordance with the instructions given. If no instruction is
given on the Proxy, the Proxy will be voted FOR the Board's nominees for
director, and FOR any other matter properly presented for a vote at the
meeting.
Any Proxy given pursuant to this solicitation may be revoked at any
time prior to its exercise by notifying the Secretary of TelVue in writing,
by delivering a duly executed Proxy bearing a later date, or by attending
the Annual Meeting and voting in person.
DISSENTER'S RIGHT OF APPRAISAL
The matters submitted to the stockholders for their approval will not
give rise to dissenter's appraisal rights under Delaware law.
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of TelVue. In addition to mailing the proxy materials,
solicitation may be made in person or by telephone or telegraph by
directors, officers or regular employees of TelVue, none of whom will
receive any additional compensation in connection with such solicitation.
The expense of the solicitation of the Proxies for the Annual Meeting will
be borne by TelVue. TelVue will request banks, brokers and other nominees
to forward proxy materials to beneficial owners of stock held by them and
will reimburse such banks, brokers and other nominees for their reasonable
out-of-pocket expenses in doing so.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record as of the close of business on the Record
Date will be entitled to vote on all matters presented for vote at the
Annual Meeting. At the close of business on the Record Date, the total
number of shares of TelVue's Common Stock outstanding was 24,721,583
shares. Each share of Common Stock will be entitled to either one vote per
share or ten votes per share on all business to come before the Annual
Meeting, as described below. In addition, on the Record Date there also
were 3,518,694 shares of TelVue's Preferred Stock outstanding. The
Preferred Stock does not have any voting rights until it is converted into
Common Stock. The Preferred Stock is convertible at any time at the
election of the holder into Common Stock at 6.667 shares of Common Stock
for each share of Preferred Stock. At the Record Date, no shares of
Preferred Stock had been converted into shares of Common Stock. The
holders of a majority of the outstanding shares of each class entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum. If a broker that is a record holder of common stock
does not return a signed proxy, the shares of common stock represented by
such proxy will not be considered present at the meeting and will not be
counted toward establishing a quorum. If a broker that is a record holder
of common stock does return a signed proxy, but is not authorized to vote
on one or more matters, each such vote being a broker non-vote, the shares
of common stock represented by such proxy will be considered present at the
meeting for purposes of determining the presence of a quorum. A plurality
of the votes cast is required for the election of directors. Abstentions
and broker non-votes will have no effect on the outcome of the election of
directors.
Article 17(f) of the Certificate of Incorporation provides that any
shares of Common Stock not owned beneficially for two years or not received
in the course of the original spin-off of TelVue from Science Dynamics
Corporation, cannot be voted at their full voting power of ten votes per
share unless the Board shall determine that the same were acquired neither
for purposes adverse to the best interests of stockholders nor for purposes
of disrupting the normal course of operations of TelVue. Stockholders
wishing to have the holding period waived may make written application to
the Board of Directors by sending their request at any time prior to the
Annual Meeting to the Secretary of TelVue at TelVue Corporation, 16000
Horizon Way, Suite 500, Mt. Laurel, New Jersey, 08054.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of the Record Date, certain
information with respect to each person who was known to TelVue to be a
beneficial owner of more than five percent (5%) of TelVue's Common Stock.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class (1)
H.F. (Gerry) Lenfest 67,931,746 (2) 87.0%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board and Director
(1) As of the Record Date, 24,721,583 shares of Common Stock were outstanding.
(2) Includes 23,459,133 shares of Common Stock issuable upon conversion of
Preferred Stock owned by Mr. Lenfest. Includes Warrants to acquire up
to 29,915,160 additional shares of Common Stock. Does not include
accrued but unpaid interest on the subordinated $500,000 Note which may be
converted into shares of Preferred Stock. Also does not include accrued
interest, as of April 30, 2001, on the National Equipment Loan made to
TelVue or accrued dividends on the shares of Preferred Stock owned by Mr.
Lenfest, either of which TelVue may elect to pay in shares of Preferred
Stock.
Security Ownership of Management
The following table sets forth, as of the Record Date, certain
information with respect to the Common Stock beneficially owned by the
directors and executive officers of TelVue and by all directors and
executive officers as a group. The address of all directors and executive
officers is c/o TelVue Corporation, 16000 Horizon Way, Suite 500, Mt.
Laurel, NJ 08054.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class (1)
H.F. (Gerry) Lenfest 67,931,746 (2) 87.0%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board and Director
Frank J. Carcione 417,500 (3) 1.7%
Chief Executive Officer, President
and Director
Joseph M. Murphy 350,000 (4) 1.4%
Executive Vice President Sales and
Operations Division President of
Source Communications Group and
Director
Irene A. DeZwaan 225,000 (5) .9%
Secretary and Treasurer
All Directors and Officers as a 68,924,246 (2) (3) (4) (5) 87.7%
Group (5 Persons)
(1) As of the Record Date, 24,721,583 shares of Common Stock were
outstanding.
(2) Includes 23,459,133 shares of Common Stock issuable upon
conversion of Preferred Stock owned by Mr. Lenfest. Includes Warrants to
acquire up to 29,915,160 additional shares of Common Stock. Does not
include accrued but unpaid interest on the subordinated $500,000 Note which
may be converted into shares of Preferred Stock. Also does not include
accrued interest, as of April 30, 2001, on the National Equipment Loan made
to TelVue or accrued dividends on the shares of Preferred Stock owned by
Mr. Lenfest, either of which TelVue may elect to pay in shares of Preferred
Stock.
(3) Includes 225,000 shares issuable to Frank Carcione upon exercise
of stock options held by Mr. Carcione, of which 75,000 shares are currently
exercisable.
(4) Includes 190,000 shares issuable to Joseph Murphy upon exercise
of stock options held by Mr. Murphy, of which 65,000 shares are currently
exercisable.
(5) Includes 100,000 shares issuable to Irene DeZwaan upon exercise of
stock options held by Ms. DeZwaan. None of these share are currently
exercisable.
PROPOSAL 1
ELECTION OF DIRECTORS
Five (5) directors will be elected to hold office subject to the
provisions of TelVue's by-laws until the next Annual Meeting of
Stockholders, and until their respective successors are duly elected and
qualified. A plurality of the votes cast is required for the election of
directors. Abstentions and broker non-votes will have no effect on the
outcome of the election of directors. The following table sets forth the
name, age, position with TelVue and respective director service dates of
each person who has been nominated to be a director of TelVue:
Position(s)
Name Age With TelVue Director Since
H. F. (Gerry)Lenfest 70 Chairman and Director 1989
Frank J. Carcione 60 President, Chief 1990
Executive Officer, and
Director
Joseph M. Murphy 47 Executive Vice 1997
President of Sales
and Operations,
Division President
of Source Communications
Group, and Director
H. Chase Lenfest 37 Director 1999
Joy Tartar 39 N/A N/A
The Board of Directors has unanimously recommended the slate of
nominees for election as directors at the Annual Meeting. The Board of
Directors recommends that the stockholders vote FOR the election of the
entire slate of nominees.
Principal Occupation of the Director Nominees
H. F. Lenfest has been a director of TelVue since 1989. Mr. Lenfest
is currently a member of the Lenfest Group, LLC, a privately owned holding
company for a group of companies owned by the Lenfest family. Mr. Lenfest
has also been the CEO of Starnet, Inc. since January 2000. From 1974 until
January 2000, Mr. Lenfest was the President, CEO and a director of Lenfest
Communications, Inc. and each of its subsidiaries. Lenfest Communications,
Inc. and its subsidiaries were engaged in operating cable television
systems, and providing cable advertising and programming.
Frank J. Carcione has been a director of TelVue since 1990. He
became the Executive Vice President in May 1990, and was elected President
and Chief Executive Officer in May 1991. From August 1989 to May 1990, he
held the position of Vice President (marketing, sales, pay-per-view and
franchise relations) with Garden State Cablevision, L.P., a New Jersey
cable television operator and an affiliate of The Lenfest Group of
companies. From November 1980 until August 1989, he held the same position
with New York Times Cable TV, the predecessor to Garden State Cablevision,
L.P.
Joseph M. Murphy has been a director of TelVue since 1997. He is the
Executive Vice President of Sales and Operations of TelVue and Division
President of Source Communications Group ("Source"). Mr. Murphy was
appointed to the position of Division President in March 2001. Mr. Murphy
has held the position of Executive Vice President of Sales and Operations
since September 1994. Prior to this appointment, Mr. Murphy had been Vice
President of Sales since joining TelVue in 1986.
H. Chase Lenfest has been a director of TelVue since June 1999. Since
January 2000, Mr. Chase Lenfest has been the Executive Vice President of
The Lenfest Group, LLC and the Principal of Lenfest Enterprises, LLC, a
venture capital company. Mr. Chase Lenfest has also been the owner of
WWAC-TV, a television station in Atlantic City, NJ since July 2000. From
December 1998 until January 2000, Chase Lenfest was the Vice President of
Local Sales of Lenfest Advertising, Inc., a subsidiary of Lenfest
Communications, Inc. From January 1996 through January 1997, he was the
Regional Photo Classified Manager of Lenfest Programming Services, Inc., a
subsidiary of Lenfest Communications, Inc. From February 1994 through
January 1996, he was employed by TelVue as a Special Projects Manager. From
March 1988 until January 1994, he was a stockbroker with Wheat First
Butcher & Singer. He is the son of H.F. Lenfest.
Joy Tartar, CPA, has been the Chief Financial Officer for the Lenfest
Group, LLC since January 2000. From January 1996 through December 1999,
Ms. Tartar was the Vice President of Finance for Radius Communications, a
cable advertising and sales company serving the greater Philadelphia and
Harrisburg, PA areas, and a former subsidiary of Lenfest Communications,
Inc. From January 1994 through December 1995, Ms. Tartar was the
Controller for Starnet, Inc., a national satellite distributor of cable
programming and digital video, and a former subsidiary of Lenfest
Communications, Inc.
Meetings of the Board of Directors and Committees
The Board of Directors held three meetings during the year ended
December 31, 2000, and acted by unanimous consent on several other
occasions during 2000. All directors attended at least 100% of the Board
meetings except H. Chase Lenfest who attended 33% of the meetings and Brook
Lenfest who attended none of the meetings. TelVue has no nominating or
compensation committees. The Audit committee and Stock Option committee
consisted of H. Chase Lenfest and Brook J. Lenfest until Brook J. Lenfest
resigned from the Board of Directors in 2001. The Board of Directors took
on the functions of the Audit Committee upon his resignation. No
meetings of either committee were held during 2000. The current directors
of TelVue receive no compensation.
Board of Directors Report Regarding Audit Committee Disclosures:
TelVue Corporation ("TelVue") had an Audit Committee consisting of
H. Chase Lenfest and Brook J. Lenfest until Brook Lenfest resigned from
the Board of Directors in 2001. Each of the members of the Audit Committee
was "independent" as defined under the National Association of Securities
Dealers' listing standards. The Audit Committee did not adopt a charter.
Given the resignation of Brook J. Lenfest, the Board of Directors has
assumed the functions of the Audit Committee.
The Board of Directors has reviewed and discussed TelVue's audited
financial statements with management. The Board of Directors has discussed
the matters required to be discussed by SAS 61 (Communication with Audit
Committee) with Pressman Ciocca Smith LLP, TelVue's independent
accountants.
The Board of Directors has received written disclosures from Pressman
Ciocca Smith LLP required by Independence Standards Board Standard No. 1
(which relate to the accountant's independence from TelVue) and has
discussed with Pressman Ciocca Smith LLP their independence from TelVue.
The Board of Directors has considered whether the provision of the
foregoing services is compatible with maintaining Pressman Ciocca Smith
LLP's independence.
Based on the review and discussions referenced above, the Board of
Directors recommended that TelVue's audited financial statements be
included in its Annual Report on Form 10-KSB for the year ended December
31, 2000 for filing with the Securities and Exchange Commission.
Board of Directors:
H. F. Lenfest
H. Chase Lenfest
Frank J. Carcione
Joseph M. Murphy
Executive Compensation
SUMMARY COMPENSATION TABLE
Name & Year Annual Bonus Annual Other Restricted Options
Principal Salary Commissions Annual Stock SARs(#)
Position Compensation Awards
Frank J.Carcione 2000 $147,420 - - $3,686 (1) - -
President and 1999 140,400 - - 3,510 (1) - 300,000 (2)
Chief Executive 1998 135,000 - - 3,375 (1) $9,219(3) -
Officer
Joseph Murphy 2000 $105,856 $10,000 $18,080 $1,950 (1) - -
Executive Vice 1999 97,519 - 45,799 2,438 (1) - 250,000 (4)
President of 1998 93,767 - 21,448 2,344 (1) $7,357 (5) -
Sales and
Operations and
Division
President of
Source (6)
(1) Company funded contributions to TelVue's Simplified Pension Plan (SEP).
(2) Includes 300,000 shares of common stock granted to Frank J. Carcione
underthe 1999 Stock Option Plan at a purchase price of $.07 per share.
(3) Includes 125,000 shares of common stock awarded to Frank J. Carcione
at a value of $.07375 per share.
(4) Includes 250,000 shares of common stock granted to Joseph Murphy
under the 1999 Stock Option Plan at a purchase price of $.07 per share.
(5) Includes 100,000 shares of common stock awarded to Joseph Murphy
at a value of $.07375 per share.
(6) Mr. Murphy was appointed to the position of Division President of
Source in March 2001.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF
SHARES UNEXERCISED UNEXERCISED
ACQUIRED ON VALUE OPTIONS IN-THE-MONEY
NAME EXERCISE REALIZED EXERCISABLE/ OPTIONS
UNEXERCISABLE EXERCISABLE/
UNEXERCISABLE
Frank J. Carcione 75,000 $39,750 75,000 $1,875
President and Chief exercisable
Executive Officer - - 150,000 $3,750
unexercisable
Joseph M. Murphy 60,000 $31,800 65,000 $1,625
Executive Vice exercisable
President of Sales
and Operations and - - 125,000 $3,125
Division President unexercisable
of Source (1)
(1) Mr. Murphy was appointed to the position of Division President
of Source in March 2001.
Certain Relationships and Related Transactions
Since November 2, 1989, TelVue has funded its expansion and operating
deficit from the proceeds from the sale of shares of TelVue's Common Stock
and Preferred Stock to Mr. H.F. Lenfest, TelVue's majority stockholder
("Mr. Lenfest") and from borrowings from Mr. Lenfest. From November 1989
to February 1996, TelVue borrowed an aggregate of $6,128,712 from Mr.
Lenfest. The interest rates on the loans range from a floating rate based
on the prime rate of PNC Bank to a fixed rate of 12%. Interest on one of
the loans is payable quarterly and, at the option of TelVue may be paid by
the delivery of shares of TelVue's Preferred Stock at the rate of one share
of Preferred Stock for each one dollar of accrued interest. Accrued
interest on this loan was $143,348 as of the Record Date, and there was no
outstanding principal. Interest due on this loan prior to 1998, in the
amount of $473,682 has been paid with 473,682 shares of Preferred Stock. In
addition, during January 1995, Mr. Lenfest purchased from Science Dynamics
Corporation TelVue's non-interest bearing note in the amount of $541,000.
On March 9, 2001, TelVue acquired substantially all of the assets of
Source Communications Group a Delaware corporation located in Mullica Hill,
NJ for $1.3 million (see Description of Business in the TelVue 2000 Annual
Report). The assets, which consisted primarily of material contracts with
equipment, software and communication service providers, were purchased for
$1,000,000 in cash and $300,000 pursuant to a promissory note. The
promissory note has a term of three years. Interest only is payable
monthly during year one at the rate of 8% per annum. Beginning in year two,
both principal and interest are payable monthly at the rate of 5.06% per
annum. TelVue funded a portion of the acquisition by borrowing $650,000
from Mr. Lenfest on March 5, 2001, at an interest rate of prime plus one
percent (1%) compounded and due on or about January 1, 2004. The
acquisition of Source is part of TelVue's long term business strategy to
expand and diversify its operations.
Effective as of March 31, 2001, TelVue obtained from Mr. Lenfest a
written agreement stating he will not demand repayment of his loans or the
cash payment of accrued interest on the loans through January 1, 2003. On
January 1, 1999, TelVue began to pay current monthly interest payments to
Mr. Lenfest from its monthly loan payment, applying the balance to loan
principal. From January 1, 2000 through October 31, 2000 TelVue made
payments to Mr. Lenfest of $125,000 per month. TelVue reduced the payments
to $25,000 per month for November and December 2000 in an effort to
conserve cash for the purchase of the Source business, bringing the total
payments to $1,300,000 for the year ended December 31, 2000. As of the
Record Date, TelVue has made monthly payments of $25,000 and intends to
continue to make voluntary monthly repayments to Mr. Lenfest throughout
2001. The monthly payment amount may vary during 2001 depending on the
availability of cash. TelVue intends to invest cash in the Source business
during 2001 in an effort to grow the business. The aggregate outstanding
loan balance due to Mr. Lenfest as the Record Date, is $1,191,000 in loan
principal and $2,083,335 in accrued interest.
At December 31, 2000, TelVue was indebted to Mr. Lenfest in the
principal amount of $541,000 and $2,107,088 of accrued interest. Other
related transactions are described in Notes 4, 6, 9 and 12 of the financial
statements of TelVue in the 2000 Annual Report.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Stockholders intending to submit proposals to be included in TelVue's
next Proxy Statement must send their proposal to the Secretary of TelVue at
16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey, 08054 not later than
January 15, 2002. Such proposals must relate to matters appropriate for
stockholder action and be consistent with regulations of the Securities and
Exchange Commission.
Stockholders intending to present proposals at the next annual
meeting of TelVue, and not intending to have such proposals included in
TelVue's next Proxy Statement must send their proposal to the Secretary of
TelVue at 16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey, 08054 not
later than April 1, 2002. If notification of a stockholder proposal is not
received by the above date, TelVue may vote, in its discretion, any and all
of the proxies received in its solicitation against such proposal.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Pressman Ciocca Smith LLP served as TelVue's
independent certified public accountants for the year ended December 31,
2000 and will serve as TelVue's independent certified public accountants
for the year ended December 31, 2001. A representative of Pressman Ciocca
Smith LLP is expected to attend the Annual Meeting and will have the
opportunity to make a statement and respond to appropriate questions of
stockholders. For the year ended December 31, 2000, TelVue paid the
following amounts to Pressman Ciocca Smith LLP:
Audit Fees: $16,853.00
Financial Information Systems Design and
Implementation Fees: $ -0-
All Other Fees: $ 9,219.00
The Board of Directors has considered whether the provision of non-
audit services is compatible with maintaining Pressman Ciocca Smith LLP's
independence.
OTHER INFORMATION
A COPY OF TELVUE'S ANNUAL REPORT ON FORM 10-KSB FOR 2000 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE BY WRITING TO: PRESIDENT, TELVUE CORPORATION, 16000 HORIZON WAY,
SUITE 500, MT. LAUREL, NEW JERSEY 08054.
PROXY TELVUE CORPORATION PROXY
This Proxy is Solicited on Behalf of the Board of Directors for
Annual Meeting of Stockholders on June 14, 2001
The undersigned hereby appoints Frank J. Carcione and Joseph M.
Murphy proxy and attorney, with full power of substitution, to vote all the
shares of the Common Stock of TelVue Corporation, a Delaware corporation,
which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at TelVue Corporation located at 16000 Horizon Way,
Suite 500, Mt. Laurel, New Jersey, 08054, on June 14, 2001 at 10:00 o'clock
a.m., local time, and any adjournment thereof upon the following matters
set forth in the notice of such meeting.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted for Proposal 1. By returning this proxy card, the
undersigned gives the proxies discretionary authority regarding any other
business which may properly come before the Annual Meeting or any
adjournment or postponement thereof, and any matter incident to the conduct
of the annual meeting.
1. ELECTION OF DIRECTORS
H.F. Lenfest, Frank J. Carcione, Joseph M. Murphy, H. Chase Lenfest,
Joy Tartar
FOR all nominees listed above (except as marked to the contrary
below.)
WITHHOLD AUTHORITY to vote for nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS INCIDENT TO THE SUBJECT
MATTER OF THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF AND MATTERS
INCIDENT TO THE CONDUCT OF SUCH MEETING.
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE
Each share of common stock is entitled to 10 votes; provided,
however, that persons who have been the beneficial owner of shares of
common stock for less than two years or who did not acquire such shares in
the course of the spin-off of the Company from Science Dynamics Corporation
are entitled to only one vote per share. As provided in the Certificate of
Incorporation, the Board of Directors, on written application directed to
the Secretary of the Company at any time prior to the special meeting, may
waive such holding period requirements and provide that shares held by such
stockholder shall have 10 votes per share. Stockholders wishing to have
the holding period waived may make written application to the Board of
Directors by sending their request at any time prior to the annual meeting
to the Secretary of the Company at TelVue Corporation, 16000 Horizon Way,
Suite 500, Mt. Laurel, NJ, 08054.
Please sign your name exactly as it is shown on the left. Corporate
Offices, executors, administrators, trustees, guardians and attorneys
should give their full title. All joint tenants, tenants in common, and
tenants by the entirety should sign.
Date:_________________________________, 2001
__________________________________________
__________________________________________
Signature(s) of stockholder(s)