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
March 23, 2011
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 of incorporation) | (Commission File Number) | (I.R.S. Employer 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 March 23, 2011, TelVue Corporation (the "Company") and H.F. (Gerry) Lenfest, its majority stockholder, agreed to extend the maturity dates of an Amended and Restated Promissory Note, dated June 16, 2005 (the "Promissory Note"), and a Line of Credit Note, dated April 27, 2005 (the "Line of Credit") to January 1, 2016. No other terms of these agreements were revised. A copy of each of the revised Promissory Note and Line of Credit are attached to this report as Exhibits 10.1 and 10.2 and are incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. | Description |
10.1 | Second Amended and Restated Promissory Note, dated March 23, 2011, between H.F. (Gerry) Lenfest and TelVue Corporation. |
10.2 | Amended and Restated Line of Credit Note, dated March 23, 2011, 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: March 24, 2011 |
TelVue Corporation |
|
|
|
| By: | /s/ Jesse Lerman |
| Name: | Jesse Lerman |
| Title: | President and Chief Executive Officer |
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EXHIBIT INDEX
Exhibit No. | Description |
Second Amended and Restated Promissory Note, dated March 23, 2011, between H.F. (Gerry) Lenfest and TelVue Corporation. | |
Amended and Restated Line of Credit Note, dated March 23, 2011, between H.F. (Gerry) Lenfest and TelVue Corporation. |
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EXHIBIT 10.1
SECOND AMENDED AND RESTATED PROMISSORY NOTE
$541,000.00 | Date: March 23, 2011 |
| Place: Mt. Laurel, NJ |
FOR VALUE RECEIVED, TelVue Corporation, a Delaware corporation, (“Maker”), intending to be legally bound hereby, promises to pay to the order of H.F. (Gerry) Lenfest, an individual, (“Holder”) at such place as Holder may designate from time to time in writing, the principal sum of Five Hundred Forty-One Thousand Dollars ($541,000.00), in lawful money of the United States, without interest, payable on January 1, 2016, under this Second Amended and Restated Promissory Note (“Note”) as provided below until repaid in full.
1. Purpose of Note. This Note amends and restates that certain promissory note, Amended and Restated Promissory Note (the “Prior Note”), in the original principal amount of $541,000.00, dated June 16, 2005, between Maker and Holder. Holder hereby relinquishes all rights and title to the Prior Note which shall be hereby null and void as of the date hereof.
2. Maturity Date. All outstanding principal due hereunder shall be repaid under the terms herein on January 1, 2016 (the “Maturity Date”).
3. Prepayment. This Note may be prepaid, in whole or in part, at any time prior to the Maturity Date without premium or penalty.
4. Events of Default. Each of the following shall constitute an “Event of Default” hereunder:
a. Maker fails to make any payment of principal under this Note, and such failure continues uncured thirty (30) days after written notice of nonpayment to Maker;
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.
5. Remedies Upon Default. Upon the occurrence of any Event of Default the entire unpaid principal balance hereunder thereon shall, at the option of Holder, 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.
6. Remedies Cumulative. No right or remedy conferred upon or reserved to Holder 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 Holder, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefore shall occur.
7. Miscellaneous.
a. Assignment. Maker shall not assign Note without the prior written consent of the Holder, and any attempted assignment in violation of this Section shall be null and void. Subject to the foregoing, this Note inures to the benefit of Holder, his heirs, administrators, executors and permitted assigns and binds Maker, its successors and permitted assigns.
b. 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.
c. 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 Holder:
H.F. 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
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d. 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.
e. 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 writing signed by Maker and Holder. No failure or delay on the part of Holder 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.
IN WITNESS WHEREOF, Maker has executed this Note as of the day and year first above written.
MAKER:
TELVUE CORPORATION
By: /s/ Jesse Lerman
Jesse Lerman
President and Chief Executive Officer
HOLDER:
/s/ H.F. Lenfest
H.F. Lenfest
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EXHIBIT 10.2
AMENDED AND RESTATED LINE OF CREDIT NOTE
|
$3,800,000 |
Mount Laurel, New Jersey |
|
|
March 23, 2011 |
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 Amended and Restated 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). This Note amends and restates that certain revolving credit facility, Line of Credit Note, dated April 27, 2005, between the Maker and Payee (the "Prior Note"). Payee hereby relinquishes all rights and title to the Prior Note which shall be assumed and superceded by this note and which shall be hereby null and void as of the date hereof.
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 and 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 January 1, 2016.
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.
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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. 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/ Jesse Lerman
Jesse Lerman
President and Chief Executive Officer
PAYEE:
/s/ H.F. Lenfest
H.F. Lenfest
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