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
December 21, 2007
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.)
Incorporation)
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 December 21, 2007, 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 $2,300,000, for general working capital.
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 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 Note is unsecured and all
borrowings plus interest are due 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 December 21, 2007, 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 December 21, 2007,
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: December 21, 2007 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 December 21, 2007,
Between H.F. (Gerry) Lenfest and TelVue Corporation.
LINE OF CREDIT NOTE
$2,300,000 Mount Laurel, New Jersey
December 21, 2007
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
Two Million Three Hundred Thousand Dollars ($2,300,000), 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 Two Million
Three Hundred Thousand Dollars ($2,300,000). 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 Two Million Three Hundred Thousand Dollars ($2,300,000) for general
working capital.
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:
Maker fails to make any payment of principal or interest when due
under this Note;
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;
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.
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