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 19, 2008
-----------------
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
As of December 19, 2008, Joseph M. Murphy resigned from his position as the
Chief Executive Officer and President of TelVue Corporation ("TelVue"). Mr.
Murphy's resignation is not due to any disagreement or dispute with TelVue. Mr.
Murphy will receive severance in the amount of $200,150.00, which is equal to
his current annual salary, payable on a bi-weekly basis, which is TelVue's
standard payroll schedule. Mr. Murphy has agreed to be available for counsel to
Jesse Lerman as requested.
On December 23, 2008, the Board of Directors of TelVue appointed Jesse Lerman to
serve as Chief Executive Officer and President. Mr. Lerman, 36, has been a
director of TelVue since January 2008. Prior to his appointment as President and
Chief Executive Officer, he served as Executive Vice President and Chief
Technical Officer as well as Executive Vice President of Engineering since March
12, 2007 when Princeton Server Group, Inc. was acquired by TelVue. Prior to
joining TelVue, Mr. Lerman was chief executive officer of Princeton Server
Group, Inc., a digital video server company which he co-founded in 2003. Prior
to that, he served a number of different technical roles including Director of
Software at Cable Video-on-Demand pioneers Sarnoff Real-Time Corporation and
DIVA Systems, Inc. from July 1994 to October 2002.
Mr. Lerman is employed on an at-will basis and is paid an annual salary of
$153,140.00. His salary will not be increased as a result of his new
appointment. Mr. Lerman also receives, as do all other TelVue employees, health,
dental, disability and life insurance benefits as well as a contribution of 2.5%
of his annual salary to TelVue's 401K Plan. Mr. Lerman, like all other TelVue
employees, is eligible to receive stock option grants under the TelVue Stock
Option Plan.
- 2 -
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 23, 2008 TelVue Corporation
By: /s/ John Fell
-------------
Name: John Fell
Title: Secretary, Treasurer and Controller
- 3 -