Attached files
| file | filename |
|---|---|
| EX-99.1 - WORLDGATE COMMUNICATIONS INC | v178633_ex99-1.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v178633_ex10-1.htm |
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
Date of
Report (date of earliest event reported): March 24, 2010
WorldGate
Communications, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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000-25755
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23-2866697
|
|
(State
or Other Jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
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Identification
No.)
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3190
Tremont Avenue
Trevose,
Pennsylvania 19053
(Address
of Principal Executive Offices) (Zip Code)
(215)
354-5100
(Registrant’s
telephone number,
including
area code)
(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))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On March
24, 2010, WorldGate Service, Inc. (the “Company”), a
subsidiary of WorldGate Communications, Inc., entered into an Office Space Lease
(the “Lease”),
by and between Horizon Office Development I, L.P. and the Company, pursuant to
which the Company will lease approximately 18,713 square feet of office space at
Horizon II, 3800 Horizon Boulevard, Bensalem, Pennsylvania, at the Horizon
Corporate Center.
The
office space comprises part of the second floor of the building, and will be
used for engineering, corporate and administrative operations and
activities. The new premises are expected to be available for occupancy
beginning in August 2010 following completion of leasehold improvements.
The Lease has a term of 89 months from the commencement date. Following a
full abatement of rent for the first 5 months of the Lease term, the initial
annual base rent is $449,112. The annual base rent increases each year to
certain fixed amounts over the course of the term as set forth in the Lease and
will be $505,251 in the seventh year. In addition to the base rent, the
Company will also pay its proportionate share of building operating expenses,
insurance expenses, real estate taxes and a management fee. The
Company is required to pay a security deposit of $187,130 as security for its
full and prompt performance of the terms and covenants of the
Lease.
The
Company has two options to extend the Lease for a period of 60 months
each. Each option to extend will be at 95% of the then market rent
rate. The Company is permitted to terminate the Lease as of the 65
month of the Lease term upon at least 6 months prior notice, compliance with
certain other conditions and the payment of a termination fee equal to the
amount of unamortized broker commissions paid by Landlord plus the unamortized
amount of tenant improvement costs and expenses expended by
Landlord.
The
Company has the right of first offer during the Lease term, subject to certain
conditions, to lease additional space on the second and third floors of the
building (1) at the per-square-foot rate offered in Landlord’s notice of
availability or at the per-square-foot rate offered to a proposed third party
lessee if such rate is 15% less the rate offered in the notice of availability
or (2) on the same terms and conditions of any proposed third party lease if the
proposed lease with the third party has overall economic terms equal to or
better than any counter-offer which the Company may have made to the landlord
with respect to such additional space.
In
addition, WorldGate Communications, Inc. provided a guaranty with respect to the
Company’s payment obligations under the Lease.
The
foregoing description of the Lease does not purport to be complete and is
qualified in its entirety by reference to the Lease, which is attached as
Exhibit 10.1 hereto, and is incorporated herein by reference.
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Item
7.01
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Regulation
FD Disclosure.
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On March
24, 2010, the Company issued a press release announcing the signing of
the Lease. The press release is furnished herewith as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Office
Space Lease, dated March 24, 2010, by and between Horizon Office
Development I, L.P. and WorldGate Service, Inc.
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99.1
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Press
Release, dated March 24, 2010
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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.
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WORLDGATE
COMMUNICATIONS,
INC.
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|||
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Dated:
March 25, 2010
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By:
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/s/ Christopher V. Vitale
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Name:
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Christopher V. Vitale
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||
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Title:
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Senior
Vice President, Legal and
Regulatory,
General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Office
Space Lease, dated March 24, 2010, by and between Horizon Office
Development I, L.P. and WorldGate Service, Inc.
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99.1
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Press
Release, dated March 24, 2010
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