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 Rule 14a-12
TELVUE CORPORATION
(Name of Registrant as Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
/PAGE
TELVUE CORPORATION PRIVATE
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 11, 2003
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, NJ 08054 on June 11, 2003 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 8, 2003
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 9, 2003
TELVUE CORPORATION PRIVATE
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
DATED May 9, 2003
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual
Meeting and with the accompanying proxy on or about May 9, 2003, to each
stockholder of record of TelVue Corporation ("TelVue") at the close of
business on May 8, 2003 ("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 11, 2003
at 10:00 A.M. at the executive offices of TelVue located at 16000
Horizon Way, Suite 500, 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 24,817,274
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) 86.9%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board
and Director
(1) As of the Record Date, 24,817,274 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, 2003, 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 Beneficial Owner Beneficial Ownership of Class (1)
H.F. (Gerry) Lenfest 67,931,746 (2) 86.9%
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
Joy Tartar 26,417 .1%
Director
Neil Heller 19,274 .1%
Director
All Directors and Officers as 69,169,937 (2) (3) 87.6%
a Group(7 Persons) (4) (5)
(1) As of the Record Date, 24,817,274 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, 2003, which may be
converted into shares of Common Stock.
(3) Includes 225,000 shares issuable to Frank Carcione upon
exercise of vested stock options held by Mr. Carcione.
(4) Includes 190,000 shares issuable to Joseph Murphy upon exercise
of vested stock options held by Mr. Murphy.
(5) Includes 100,000 shares issuable to Irene DeZwaan upon exercise
of vested stock options held by Ms. DeZwaan.
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:
Name Age Position(s) Director
With TelVue Since
H. F. (Gerry) Lenfest 72 Chairman and Director 1989
Frank J. Carcione 62 President, Chief 1990
Executive Officer,
and Director
Joseph M. Murphy 49 Executive Vice 1997
President of Sales
and Operations,
Division President of
Source Communications
Group, and Director
Joy Tartar 40 Director 2001
Neil Heller 52 Director 2002
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. Mr. Lenfest has been a
director of Environmental Tectonics Corporation since March 2003.
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.
Joy Tartar, CPA, has been a director of TelVue since 2001. She 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 a director of TelVue since 2002. He 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, 2002, and acted by unanimous consent on several other
occasions during 2002. All directors attended 100% of the Board meetings
except H. Chase Lenfest who did not attend any meetings. TelVue's Audit
Committee, which was formed on June 14, 2002, consists of Joy Tartar and
Neil Heller. Both members of the Audit Committee are independent as
defined in Rule 4200(a)(14) of the listing standards of the National
Association of Securities Dealers. TelVue has not adopted an audit
committee charter. From May 2001 through June 13, 2002, the entire Board
of Directors had taken on the Audit Committee functions. There was one
meeting of the Board of Directors with respect to Audit Committee functions
and disclosures in 2002. The Stock Option Committee consists of Joy
Tartar and H. Chase Lenfest. No meetings of the Stock Option Committee
were held in 2002.
The employee directors of TelVue receive no compensation for serving
as directors. 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. H.F. Lenfest and H. Chase Lenfest
receive no compensation for serving as directors.
Audit Committee Report:
The Audit Committee has reviewed and discussed TelVue's audited
financial statements with management. The Audit Committee 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 Audit Committee 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 Audit Committee 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 Audit
Committee recommended that TelVue's audited financial statements be
included in its Annual Report on Form 10-KSB for the year ended December
31, 2002, for filing with the Securities and Exchange Commission.
Audit Committee:
Joy Tartar
Neil Heller
Executive Compensation
SUMMARY COMPENSATION TABLE
Name and Principal Year Annual Bonus Annual Other Options/
Position Salary Commissions Annual SARs (#)
Compensation
Frank J. Carcione 2002 $171,600 - - $4,290(1) -
President and 2001 165,000 - - 4,125(1) -
Chief Executive 2000 147,420 - - 3,686(1) -
Officer
Joseph Murphy 2002 $154,470 - $10,647 $3,862(1) -
Executive Vice 2001 143,933 - 23,753 3,457(1) -
President of Sales 2000 105,856 $10,000 18,080 1,950(1) -
and Operations and
Division President
of Source
Jeffrey Kraengel 2002 $151,154 - - $3,429(1) -
Executive Vice 2001 116,539 - - 2,481(1) 200,000(3)
President of Source 2000 - - - -
Division (2)
(1) Company funded contributions to TelVue's Simplified Pension Plan.
(2) On March 7, 2003, Jeffrey Kraengel completed his two year employment
term with TelVue and no longer holds the position of Executive Vice
President - Source Division. Mr. Kraengel will continue to work as a
consultant for TelVue, for a period of one year, at an annual fee of
$50,000.
(3) 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
Name Shares Value Number of Value of Unexercised
Acquired on Realized Unexercised In-The-Money
Exercuse Options Options
Exercisable/ Exercisable/
Unexercisable Unexercisable
Frank J. Carcione - - 225,000 - (1)
President and Chief exercisable
Executive Officer
Joseph M. Murphy - - 190,000 - (1)
Executive Vice exercisable
President of Sales
and Operations and
Division President
of Source
Jeffrey Kraengel - - 200,000 - (1)
Executive Vice exercisable
President
Source Division
(1) Value calculated based upon the average of the bid and ask price on
December 31, 2002, 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 2002 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, 2002, TelVue made total payments of $122,525 on the
Source Note. From January 1, 2003 through the Record Date, TelVue has made
payments of $65,848 on the Source Note. As of the Record Date the
outstanding principal balance on the Source Note is $128,691. 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, 2003, 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, 2005. 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 $50,000 per month through December 31, 2003. TelVue
may make monthly payments in excess of $50,000 when, in the opinion of
management, TelVue has excess cash that is not needed to fund operations.
During the year ended December 31, 2002, TelVue made total payments to Mr.
Lenfest of $675,000. From January 1, 2003 through to the Record Date,
TelVue has made total payments of $200,000 to Mr. Lenfest and intends to
continue to make voluntary payments throughout 2003. The monthly payment
amount may vary during 2003 depending on the availability of cash. TelVue
intends to continue to invest cash in the Source segment during 2003 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 $1,026,160
in accrued interest.
At December 31, 2002, TelVue was indebted to Mr. Lenfest in the
principal amount of $541,000 and $1,206,228 of accrued interest. Other
related transactions are described in Notes 2, 6, 7 and 13 of the financial
statements of TelVue in the 2002 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, 2002 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 by Neil Heller.
STOCKHOLDER PROPOSALS FOR THE 2004 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 12, 2004. 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 27, 2004. 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,
2002 and will serve as TelVue's independent certified public accountants
for the year ending December 31, 2003. 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, 2002 are as follows:
Audit Fees: $38,330. 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, 2002,
and the review of TelVue's quarterly financial statements set forth
in TelVue's Form 10-QSB for the quarters ended March 31, 2002, June
30, 2002 and September 30, 2002.
Tax Fees: $13,514. This amount includes fees for tax consultation
and tax compliance services.
Financial Information Systems Design and Implementation Fees: $-0-.
All Other Fees: $-0-
The audit committee has considered and determined that the non-audit
services provided by Pressman Ciocca Smith LLP in 2002 are compatible with
maintaining the auditor's independence.
OTHER INFORMATION
A COPY OF TELVUE'S ANNUAL REPORT ON FORM 10-KSB FOR 2002 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.
/PAGE
PROXY TELVUE CORPORATION PROXY
This Proxy is Solicited on Behalf of the Board of Directors for Annual
Meeting of Stockholders on June 11, 2003
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 executive offices of TelVue
Corporation located at 16000 Horizon Way, Suite 500, Mt. Laurel, NJ
08054 on June 11, 2003 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, 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
/PAGE
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: , 2003
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Signature(s) of stockholder(s)