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
April 27, 2005
Date of Report (Date of earliest event reported)
TelVue Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-17170 51-0299879
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
16000 Horizon Way, Suite 500,
Mt. Laurel, New Jersey 08054
(Address of principal executive offices)
856-273-8888
(Registrant's telephone number, including area code)
N/A
(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:
____ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR230.425)
____ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
____ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
____ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 27, 2005, TelVue Corporation (the "Company") entered into
a Line of Credit Note (the "Note") with its majority stockholder, H.F.
(Gerry) Lenfest. Under the terms of the Note, the Company may borrow,
from time to time, up to the maximum principal amount of the Note which
is $3,800,000. The minimum advance under the Note is $100,000 and the
interest rate of the Note is equal to the prime rate as stated in the
Wall Street Journal from time to time plus one percent. The Note contains
customary events of default, including, among others, non-payment of
principal and interest and in the event the Company is involved in certain
insolvenecy proceedings. In the event of a default, all of the obligations
of the Company under the Note may be declared immediately due and payable.
The line of credit is unsecured and will expire six years from the date of
the first advance under the Note unless extended or renewed. A copy of the
Note is attached to this report as Exhibit 10.1 and is incorporated by
reference herein.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On April 27, 2005, the Company entered into a Line of Credit Note
with its majority stockholder, H.F. (Gerry) Lenfest. This new line of
credit is summarized under Item 1.01 of this report, which is incorporated
by reference into this Item 2.03.
ITEM 9.01 EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Line of Credit Note, dated April 27, 2005
between H.F. (Gerry) Lenfest and TelVue Corporation
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.
Date: April 29, 2005` TelVue Corporation
By: /s/ Joseph Murphy
---------------------
Name: Joseph Murphy
Title: President and Chief Executive Office
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Line of Credit Note, dated April 27, 2005
between H.F. (Gerry) Lenfest and TelVue Corporation
EXHIBIT 10.1
LINE OF CREDIT NOTE
$3,800,000 Mount Laurel, New Jersey
April 27, 2005
FOR VALUE RECEIVED, TelVue Corporation, a Delaware corporation
(the "Maker"), intending to be legally bound hereby, promises to pay to
the order of H.F. (Gerry) Lenfest, an individual ("Payee"), at such
place as Payee may designate from time to time in writing, the
principal sum of Three Million Eight Hundred Thousand Dollars
($3,800,000), or as much thereof as may be advanced or readvanced from
time to time, in lawful money of the United States, together with interest
accruing on the outstanding principal balance under this Line
of Credit Note (the "Note") as provided below until repaid in full.
1. Purpose of Note. This Note evidences, and is given in
consideration of, a loan in the principal amount of up to Three Million
Eight Hundred Thousand Dollars ($3,800,000). This is a revolving
credit facility and unless extended or renewed shall be payable in full
on the Maturity Date (defined below).
2. Advances. At any time or times prior to the Maturity Date, Maker
may request, by written notice to Payee, advances hereunder (each, an
"Advance") up to the maximum principal amount hereof, and Payee shall
make such amounts available to Maker in immediately available funds no
later than three (3) business days after the date of such request. The
minimum Advance hereunder shall be One Hundred Thousand Dollars
($100,000). Within the foregoing limits and subject to this Agreement,
the Maker may borrow Advances under this Section 2, repay or prepay
Advances, and reborrow Advances at any time prior to the Maturity Date
provided that no Event of Default (defined below) remains uncured.
3. Interest Rate. Interest shall accrue on the outstanding principal
balance hereof, up to an including the maximum amount available under this
Note, at an annual rate equal to the prime rate as stated in the Wall
Street Journal from time to time (the "Prime Rate") plus one percent (1%).
Each change in the interest rate shall be effective on the first day of the
month immediately following the date on which the Wall Street Journal
publishes a change in the Prime Rate. Notwithstanding anything to the
contrary herein, the liability of Maker for payment of interest under this
Note shall not exceed the maximum amount permitted by law, and if any
payment by Maker includes interest in excess of such maximum amount, Payee
shall apply such excess to the reduction of principal or, if none is due,
such excess shall be refunded to Maker. Interest shall be computed on the
basis of a 360-day year.
4. Maturity Date. All outstanding principal and accrued interest
hereunder shall be due and payable on the sixth (6th) anniversary of
the date the first Advance is made hereunder.
5. Prepayment. This Note may be prepaid, in whole or in part, at
any time or times without premium or penalty. All amounts prepaid by
Maker to Payee shall be available for readvancement.
6. Events of Default. Each of the following shall constitute an
"Event of Default" hereunder:
a. Maker fails to make any payment of principal or interest
when due under this Note;
b. Maker (i) applies for or consents to the appointment of a
receiver, trustee or liquidator of itself or any of its property, (ii)
admits in writing its inability to pay debts as they mature, (iii)
makes a general assignment for the benefit of creditors, (iv) is
adjudicated bankrupt or insolvent, (v) files a voluntary petition in
bankruptcy or a petition or an answer seeking reorganization or an
arrangement with creditors or to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or an answer admitting the material
allegations of a petition filed against it in any proceeding under any
such law, or (vi) takes any action for the purpose of effecting any of
the foregoing;
c. Any order, judgment or decree is entered by any court of
competent jurisdiction (i) approving a petition seeking reorganization
of Maker or all or a substantial part of the assets of Maker, or (ii)
appointing a receiver, sequester, trustee or liquidator of Maker or any
of its property, and such order, judgment or decree continues unstayed
and in effect for a period of sixty (60) days or more.
7. Remedies Upon Default. Upon the occurrence of any Event of
Default (a) the entire unpaid principal balance hereunder plus all
interest accrued thereon shall, at the option of Payee, become due and
payable immediately without presentment, demand, notice of nonpayment,
protest, notice of protest or other notice of dishonor, all of which
are hereby expressly waived by Maker.
8. Remedies Cumulative. No right or remedy conferred upon or
reserved to Payee under this Note, or now or hereafter existing at law
or in equity or by statute or other legislative enactment, is intended
to be exclusive of any other right or remedy, and each and every such
right or remedy shall be cumulative and concurrent, and shall be in
addition to every other such right or remedy, and may be pursued
singly, concurrently, successively or otherwise, at the sole discretion
of Payee, and shall not be exhausted by any one exercise thereof but
may be exercised as often as occasion therefor shall occur.
9. Miscellaneous.
a. Waivers, Amendments, etc. The provisions of this Note may
from time to time be amended, modified or waived, only if such amendment,
modification or waiver is in a writing signed by Maker and Payee. No
failure or delay on the part of Payee in exercising any power or right
under this Note shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right.
b. Notices. All notices and other communications required or
permitted to be given under or in connection with this Note shall be in
writing and shall be deemed given if delivered personally or by
facsimile transmission (receipt verified), express courier service
(signature required), or mailed by registered or certified mail (return
receipt requested), postage prepaid, to the parties at the following
addresses (or at such other address for a party as shall be specified
by like notice; provided that notices of a change of address shall be
only upon receipt thereof):
If to Payee:
H.F. (Gerry) Lenfest
5 Tower Bridge, Suite 460
300 Barr Harbor Drive
West Conshohocken, PA 19428
Facsimile: 610-940-0602
If to Maker:
TelVue Corporation
16000 Horizon Way, Suite 500
Mt. Laurel, NJ 08054
Attention: President, CEO
Facsimile: 856-866-7411
c. Severability. Any provision of this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Note or affecting the validity or enforceability of such provision in
any other jurisdiction.
d. Governing Law. This Note shall be governed by the internal
laws of the State of New Jersey without giving effect to it principles of
conflicts of law.
e. Successors and Assigns. This Note shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, administrators, successors and permitted assigns.
[Execution page follows]
IN WITNESS WHEREOF, Maker has executed this Note as of the day
and year first above written.
MAKER:
TELVUE CORPORATION
By: /s/ Joseph Murphy
----------------------------------------
Joseph Murphy,
Chief Executive Officer
PAYEE:
By: /s/ H. F.(Gerry) Lenfest
---------------------------------------
H.F.( Gerry) Lenfest