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, 2002
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
Hampton Inn at 5000 Crawford Place, Mt. Laurel, NJ 08054 on June 14, 2002 at
10:00 A.M. for consideration of and action upon the following matters:
I. Election of six (6) 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 9, 2002 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 10, 2002
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
DATED May 10, 2002
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual
Meeting and with the accompanying proxy on or about May 10, 2002, to each
stockholder of record of TelVue Corporation ("TelVue") at the close of
business on May 9, 2002 ("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, 2002 at 10:00 A.M.
at the Hampton Inn at 5000 Crawford Place, Mt. Laurel, NJ 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 24,778,726 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
OF BENFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
H. F. (Gerry) Lenfest 67,931,746 (2) 86.9%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board of Directors
(1) As of the Record Date, 24,778,726 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 undeclared and unpaid dividends on the Preferred Stock
as of March 31, 2002, which may be converted into shares of Common
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 named 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
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
H. F. (Gerry) Lenfest 67,931,746 (2) 86.9%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board of Directors
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
Joy Tartar 7,143 -
Director
Jeffrey Kraengel 200,000 (5) .8%
Executive Vice President -
Source Division
All Directors and Officers as 69,131,389 (2) (3) (4) 87.7%
a Group (7 persons) (5) (6)
(1) As of the Record Date, 24,778,726 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
undeclared and unpaid dividends on the Preferred Stock as of March 31,
2002, which may be converted into shares of Common Stock.
(3) Includes 225,000 shares issuable to Frank Carcione upon exercise of
stock options held by Mr. Carcione, of which 150,000 shares are
exercisable as of the Record Date.
(4) Includes 190,000 shares issuable to Joseph Murphy upon exercise of
stock options held by Mr. Murphy, of which 127,500 shares are
exercisable as of the Record Date.
(5) Includes 200,000 shares issuable to Jeffrey Kraengel upon exercise of
stock options held by Mr. Kraengel, of which 100,000 shares are
exercisable as of the Record Date.
(6) Includes 100,000 shares issuable to Irene DeZwaan upon exercise of
stock options held by Ms. DeZwaan, of which 50,000 shares are
exercisable as of the Record Date.
PROPOSAL 1
ELECTION OF DIRECTORS
Six (6) 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:
NAME AGE POSITION(S) DIRECTOR
WITH TELVUE SINCE
H. F. (Gerry) Lenfest 71 Chair and Director 1989
Frank J. Carcione 61 President, Chief 1990
Executive Officer,
and Director
Joseph M. Murphy 48 Executive Vice 1997
President of Sales
and Operations,
Division President of
Source Communications
Group, and Director
H. Chase Lenfest 38 Director 1999
Joy Tartar 40 Director 2001
Neil Heller 51 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
has interests in various privately held companies and has been the CEO of
Starnet, LP 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. He is the father of H. Chase
Lenfest.
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.
Neil Heller has been the Co-Chairman of Katalyst LLC since the
company's inception in September 1999. He is also the Managing General
Partner of Katalyst Venture Partners I. Katalyst LLC offers business
advisory and merchant banking services to companies in a variety of
businesses. Katalyst Venture Partners I operates as a venture fund. H.F.
Lenfest owns a minority interest in Katalyst LLC. From 1991 to 1998 Mr.
Heller was the CEO of TVSM, Inc, the largest publisher of customized cable
magazines in the United States. Mr. Heller held the position of President
of TVSM, Inc. from 1980 through 1990. TVSM, Inc. was sold in 1998 to
Newscorp, the owner of TV Guide Magazine.
Meetings of the Board of Directors and Committees
The Board of Directors held two meetings during the year ended December
31, 2001, and acted by unanimous consent on several other occasions during
2001. All directors attended at least 100% of the Board meetings except H.
Chase Lenfest and Joy Tartar who attended 50% of the meetings. TelVue has no
nominating, compensation or stock option committees. The entire Board of
Directors has taken on audit committee functions since 2001. There was one
meeting of the Board of Directors with respect to audit committee functions
and disclosures in 2001.
The employee directors of TelVue receive no compensation. Non-employee
directors (other than H.F. Lenfest and H. Chase Lenfest) receive $500 paid in
shares of common stock of TelVue for each meeting of the Board attended.
Board of Directors Report Regarding Audit Committee Disclosures:
The Board of Directors has assumed the functions of an Audit Committee
since 2001. TelVue has not adopted an audit committee charter. 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, 2001 for filing with the Securities and Exchange Commission.
Board of Directors:
H. F. Lenfest
H. Chase Lenfest
Frank J. Carcione
Joseph M. Murphy
Joy Tartar
Executive Compensation
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
Name & Principal Year Annual Bonus Annual Other Options
Position Salary Commissions Annual SARs(#)
Compensation
Frank J. Carcione 2001 $165,000 - - $4,125(1) -
President and Chief 2000 147,420 - - 3,686(1) -
Executive Officer 1999 140,400 - - 3,510(1) 300,000(2)
Joseph M. Murphy 2001 $143 933 - $23,753 $3,457(1) -
President and Chief 2000 105,856 $10,000 18,080 1,950(1) -
Executive Officer 1999 97,519 - 45,799 2,438(1) 250,000(3)
Jeffrey Kraengel 2001 $116,539 - - $2,481(1) 200,000(4)
President and Chief 2000 - - - - -
Executive Officer 1999 - - - - -
(1) Company funded contributions to TelVue's Simplified Pension Plan.
(2) Includes 300,000 shares of common stock granted to Frank J. Carcione
under the 1999 Stock Option Plan at a purchase price of $.07 per share.
(3) 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.
(4) Includes 200,000 shares of common stock granted to Jeffrey Kraengel
under the 1999 Stock Option Plan at a purchase price of $.045 per
share.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY
ACQUIRE ON VALUE EXERCISABLE/ OPTIONS
NAME EXERCISE REALIZED UNEXERCISABLE EXERCISABLE/
UNEXERCISABLE
Frank J. Carcione - - 150,000 - (1)
President & Chief exercisable
Executive Officer
- - 75,000 - (1)
unexercisable
Joseph M. Murphy - - 127,500 - (1)
President & Chief exercisable
Executive Officer
- - 62,500 - (1)
unexercisable
Jeffrey Kraengel - - 100,000 $750
Executive Vice President exercisable
Source Division
- - 100,000 $750
unexercisable
(1) Value calculated based upon the average of the bid and ask price on
December 31, 2001, which is less than the exercise price.
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.
In addition to these borrowings, during January 1995, Mr. Lenfest
purchased from Science Dynamics Corporation TelVue's non-interest bearing
note in the amount of $541,000. On March 5, 2001, TelVue borrowed $650,000
from Mr. Lenfest to fund a portion of the Source acquisition, at an
interest rate of prime plus one percent (1%) compounded and due on or
before January 1, 2004 (the "Acquisition Note") (see below). TelVue
repaid the Acquisition Note in its entirety in 2001 (see below).
On March 9, 2001, TelVue acquired substantially all of the assets of
J.D. Kraengel and Associates, Inc. f/k/a Dacon Corporation d/b/a Source
Communications Group ("Source") for $1.3 million (see Description of
Business in the TelVue 2001 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 "Source Note"). The Source 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. During the
year ended December 31, 2001, TelVue paid $18,000 in interest on the Source
Note and no principal. From January 1, 2002 through the Record Date,
TelVue has made principal payments of $23,859 and interest payments of
$8,480 on the Source Note. As of the Record Date the outstanding principal
balance on the Source Note is $276,141. The acquisition of Source is part
of TelVue's long-term business strategy to expand and diversify its
operations. TelVue is cross-training its technical personnel to work
within the Source business and has also hired sales representatives to
promote the Source products.
Effective as of March 31, 2002, 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, 2004. On
January 1, 1999, TelVue began to pay current monthly interest payments to
Mr. Lenfest from its monthly loan payment and applied the balance from the
monthly payment to either principal or accrued interest. TelVue has
decided to voluntarily make, and Mr. Lenfest has agreed to accept, monthly
payments of at least $25,000 per month through December 31, 2002. TelVue
may make monthly payments in excess of $25,000 when, in the opinion of
management, TelVue has excess cash that is not needed to fund operations.
During the year ended December 31, 2001, TelVue made total payments to Mr.
Lenfest of $1,150,000 of which, $650,000 was applied to the borrowings for
the Source purchase and the remainder applied to accrued and current month
interest on various loans. From January 1, 2002 through to the Record
Date, TelVue has made total payments of $325,000 to Mr. Lenfest and intends
to continue to make voluntary payments throughout 2002. The monthly
payment amount may vary during 2002 depending on the availability of cash.
TelVue intends to continue to invest cash in the Source segment during
2002 in an effort to grow the business. The aggregate outstanding loan
balance due to Mr. Lenfest as the Record Date is $541,000 in loan principal
and $1,501,482 in accrued interest.
At December 31, 2001, TelVue was indebted to Mr. Lenfest in the
principal amount of $541,000 and $1,793,892 of accrued interest. Other
related transactions are described in Notes 2, 5, 7 and 12 of the financial
statements of TelVue in the 2001 Annual Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the TelVue's officers and directors, and persons who own more than
ten percent of a registered class of TelVue's equity securities, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on TelVue's review of such forms received by it, or written
representation from certain reporting persons that no Forms 5 were required for
such persons, TelVue believes that during the fiscal year ended December 31,
2001, all filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with except for the late
filing of a Form 3 (information filed on a Form 5) by Joy Tartar.
STOCKHOLDER PROPOSALS FOR THE 2003 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 14, 2003. 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
March 28, 2003. 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,
2001 and will serve as TelVue's independent certified public accountants
for the year ending December 31, 2002. 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.
Aggregate fees billed by Pressman Ciocca Smith LLP to TelVue for the
year ended December 31, 2001 are as follows:
Audit Fees: $24,095. This amount includes fees for professional
services rendered in auditing TelVue's financial statements set
forth in TelVue's Form 10-KSB for the year ended December 31, 2001,
and the review of TelVue's quarterly financial statements set forth in
TelVue's Form 10-QSB for the quarters ended March 31, 2001, June 30,
2001 and September 30, 2001.
Financial Information Systems Design and Implementation Fees: $-0-.
During 2001, Pressman Ciocca Smith LLP did not provide professional
services with regard to financial information design and
implementation.
All Other Fees: $19,939. These fees include fees in the amount of
$12,388 for non-recurring services rendered in conjunction with the
acquisition of Source Communications Group, including due diligence
assistance, audit of the Source Communications Group financial
statements and review of pro forma financial information on Form 8-
K/A. The balance of the fees were incurred in connection with income
tax compliance and various other consultations on financial reporting
and other matters.
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 2001 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, 2002
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 the Hampton Inn, at 5000 Crawford Place, Mt. Laurel, NJ 08054
on June 14, 2002 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, Neil Heller
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:_________________________________, 2002
__________________________________________
__________________________________________
Signature(s) of stockholder(s)