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
November 3, 2006
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 jurisdiction (Commission (I.R.S. Employer
of incorporation) 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 CFR 230.425)
__ 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 November 3, 2006, 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 $10,000,000.
The Company may request up to $5,000,000 for general working capital. In
addition, the Company may request up to the addition $5,000,000 available
under the Note for purposes other than general working capital upon mutual
agreement by the Company and Mr. Lenfest. 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 (1%).
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 insolvency 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 Note is unsecured and will expire six (6) 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 November 3, 2006, 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 November 3, 2006, 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: November 3,2006 TelVue Corporation
By: /s/ Joseph Murphy
Name: Joseph Murphy
Title: President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Line of Credit Note, dated November 3, 2006, between H.F.
(Gerry) Lenfest and TelVue Corporation.
EXHIBIT NO. 10.1
LINE OF CREDIT NOTE
$10,000,000 Mount Laurel, New Jersey
November 3, 2006
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 Ten Million
Dollars ($10,000,000), 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 Ten Million Dollars
($10,000,000). 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 subject to the limits in Section 3, 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. Terms of Advances. Maker and Payee agree that Maker may request up
to Five Million Dollars ($5,000,000) for general working capital. Maker and
Payee agree that Maker may request up to an additional Five Million Dollars
($5,000,000) available under this Line of Credit for purposes other than general
working capital upon mutual agreement by the Maker and Payee.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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:
/s/H.F. (Gerry) Lenfest
H.F.( Gerry) Lenfest