Attached files
| file | filename |
|---|---|
| EX-3.2 - WORLDGATE COMMUNICATIONS INC | v186527_ex3-2.htm |
| EX-14.1 - WORLDGATE COMMUNICATIONS INC | v186527_ex14-1.htm |
| EX-10.2 - WORLDGATE COMMUNICATIONS INC | v186527_ex10-2.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v186527_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): May 20, 2010
__________________________
WorldGate
Communications, Inc.
(Exact
Name of Registrant as Specified in its Charter)
__________________________
|
Delaware
|
000-25755
|
23-2866697
|
|
(State
or Other Jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(a) On
May 26, 2009, the Company’s Board of Directors adopted Amendment 2009-1 (the
“Amendment”) to the WorldGate Communications, Inc. 2003 Equity Incentive Plan
(the “2003 Plan”), subject to stockholder approval. On May 20, 2010,
the Company’s stockholders approved the Amendment. The Amendment to
the 2003 Plan: (i) increased the total number of shares authorized for issuance
or transfer under the 2003 Plan by 15,674,960 shares of Common Stock, so that
the total number of shares authorized and reserved for issuance or transfer
under the 2003 Plan was 26,500,000 shares of common stock; (ii) changed the
limit on the maximum number of shares of common stock subject to options that
could be awarded to any eligible individual under the 2003 Plan from 1,000,000
to 2,000,000 shares per calendar year, subject to adjustments for changes in the
Company’s capital structure; (iii) rounded down to the nearest whole number any
fractional shares resulting from adjustments due to changes in the Company’s
capital structure under the 2003 Plan; and (iv) required that all options be
issued at an exercise price per share no less than one hundred percent of the
fair market value of a share of common stock on the date of grant of the
option. The 2003 Plan was terminated (except for outstanding awards)
upon the approval of the adoption of the 2010 Plan (as described below) by the
stockholders. The foregoing description is qualified in its entirety
by reference to the full text of the 2003 Plan, as amended by the Amendment,
which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
(b) On
May 20, 2010, the Company’s stockholders approved the adoption of the
WorldGate Communications, Inc. 2010 Stock Incentive Plan (the “2010
Plan”). The 2010 Plan authorizes the Board of Directors or the
Compensation Committee to provide equity-based compensation in the form of stock
options and restricted stock awards to our directors, officers, other employees
and consultants. Total awards under the 2010 Plan are limited to
12,000,000 shares of common stock plus any shares relating to awards that expire
or are forfeited or cancelled under the 2010 Plan. The foregoing
description is qualified in its entirety by reference to the full text of the
2010 Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein
by reference.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On May
20, 2010, the Board of Directors approved the Company’s Second Amended and
Restated Bylaws. A copy of the Second Amended
and Restated Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by
reference.
|
Item
5.05
|
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
|
On May
20, 2010, the Board of Directors adopted the Code of Business Conduct and
Ethics, which replaces and substantially elaborates on the Company’s prior Code
of Business Conduct and Ethics. The Code of Business Conduct and Ethics
addresses among other things, honest and candid conduct, conflicts of interest, disclosure,
compliance with laws, corporate opportunities and use of company assets,
confidentiality, fair dealing, and reporting and accountability. A
copy of the Code of Business Conduct and Ethics is filed as Exhibit 14.1 hereto
and is incorporated herein by reference.
|
Item
5.07
|
Submission
of Matters to a Vote of Security
Holders.
|
The
Company’s annual meeting of stockholders was held on May 20, 2010 in Princeton,
New Jersey. As of March 24, 2010, the record date for the Annual
Meeting, there were 338,627,636 shares of common stock issued and
outstanding. There were present, in person and by proxy, 274,915,013
holders of common stock entitled to vote at the Annual Meeting. The
following is a summary of the matters voted on at the meeting:
2
(a) Stockholders
approved the election of seven directors for a one-year term expiring at the
2011 annual meeting of the Company’s stockholders, as
follows:
|
Nominee
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For
Votes
|
Withheld
Votes
|
Broker
Non-Votes
|
|||
|
Robert
Stevanovski
|
225,044,856
|
1,585,894
|
48,284,246
|
|||
|
Geoffrey
Boyd
|
225,386,674
|
1,244,076
|
48,284,246
|
|||
|
Anthony
Cassara
|
224,988,943
|
1,641,807
|
48,284,246
|
|||
|
Brian
Fink
|
225,375,918
|
1,254,832
|
48,284,246
|
|||
|
Richard
Nespola
|
225,368,265
|
1,262,485
|
48,284,246
|
|||
|
Gregory
Provenzano
|
224,996,472
|
1,634,278
|
48,284,246
|
|||
|
David
Stevanovski
|
225,103,142
|
1,527,608
|
48,284,246
|
(b)
Stockholders approved the adoption of the Amendment 2009-1 to the WorldGate
Communications, Inc. 2003 Equity Incentive Plan, as follows:
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|||
|
224,612,322
|
1,694,229
|
324,199
|
48,284,246
|
(c)
Stockholders approved the adoption of the WorldGate Communications, Inc. 2010
Stock Incentive Plan, as follows:
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|||
|
224,444,568
|
1,889,883
|
296,299
|
48,284,246
|
(d)
Shareholders approved the Third Amended and Restated Certificate of
Incorporation of WorldGate Communications, Inc. to effect a reverse stock split
of our issued and outstanding Common Stock by a ratio of between one-for-five
and one-for-twenty five shares, at the discretion of the Board of Directors of
the Company, and to reduce the number of authorized shares of our common stock
and preferred stock by the same ratio, as follows:
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|||
|
264,368,071
|
10,358,242
|
188,683
|
0
|
(e)
Stockholders ratified the appointment of Marcum LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2010, as
follows:
|
For
|
Against
|
Abstain
|
|
|||
|
273,933,701
|
687,871
|
292,909
|
|
3
|
Item
7.01
|
Regulation
FD Disclosure.
|
The
Company expects to hold its next investor conference call after public release
of its financial results for the quarter ending June 30, 2010.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
3.2
|
Second
Amended and Restated Bylaws of WorldGate Communications,
Inc.
|
|
10.1
|
WorldGate
Communications, Inc. 2003 Equity Incentive Plan, as
amended
|
|
10.2
|
WorldGate
Communications, Inc. 2010 Stock Incentive Plan
|
|
14.1
|
WorldGate
Communications, Inc. Code of Business Conduct and
Ethics
|
4
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.
|
WORLDGATE
COMMUNICATIONS, INC.
|
|||
|
Dated:
May 25, 2010
|
By:
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/s/ Christopher V. Vitale
|
|
|
Name:
|
Christopher
V. Vitale
|
||
|
Title:
|
Senior
Vice President, Legal and Regulatory, General Counsel and
Secretary
|
||
5
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
3.2
|
Second
Amended and Restated Bylaws of WorldGate Communications,
Inc.
|
|
10.1
|
WorldGate
Communications, Inc. 2003 Equity Incentive Plan, as
amended
|
|
10.2
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WorldGate
Communications, Inc. 2010 Stock Incentive Plan
|
|
14.1
|
WorldGate
Communications, Inc. Code of Business Conduct and
Ethics
|
6