UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(amendment
No. 1)
_________________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (date of earliest event reported): January 27,
2011
__________________________
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.)
|
3800
Horizon Blvd., Suite 103
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))
Explanatory
Note
This
Amendment to Form 8-K is filed by WorldGate Communications, Inc. (the “Company”)
to amend and restate in its entirety the contents of the Current Report on Form
8-K originally filed by the Company with the Securities and Exchange Commission
on January 28, 2011 (the “Original Form 8-K”). The Original Form 8-K
included typographical errors in the original warrant vesting schedule disclosed
therein.
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On April
6, 2009, WorldGate Communications, Inc. (the “Company”) had issued
to ACN Digital Phone Service, LLC (“ACN”) a Warrant to
Purchase Shares of Common Stock of the Company with respect to 38,219,897 shares
of common stock of the Company (the “2009
Warrant”). On March 30, 2010, the Company had issued to ACN a
Warrant to Purchase Shares of Common Stock of the Company with respect to
3,000,000 shares of common stock of the Company (the “2010
Warrant”). Each of the 2009 Warrant and 2010 Warrant have an
exercise price of $0.0425 per share and vest incrementally based on ACN’s
purchases of video phones under the Master Purchase Agreement, dated April 6,
2009, between Ojo Video Phones LLC and ACN, and as amended by the First
Amendment thereto, dated March 30, 2010 (collectively, the “Master Purchase
Agreement”).
On
January 27, 2011, the Company entered into an amendment to each of the 2009
Warrant and the 2010 Warrant.
The
amendment to the 2009 Warrant changed its vesting schedule as
follows:
Original
Vesting Schedule
|
Amended Vesting Schedule | ||||
Number of Units of
Product Purchased under Master Purchase Agreement
|
Warrant Shares that
Vest
|
Number of Units of
Product Purchased under Master Purchase Agreement
|
Warrant Shares that
Vest
|
||
First
50,000
|
6,369,982
|
First
99,440
|
6,369,982
|
||
Second
50,000
|
6,369,982
|
Next
200,560
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31,849,914
|
||
Third
50,000
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6,369,982
|
||||
Fourth
50,000
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6,369,982
|
||||
Fifth
50,000
|
6,369,982
|
||||
Sixth
50,000
|
6,369,982
|
The
amendment to the 2010 Warrant changed its vesting schedule as
follows:
Original
Vesting Schedule
|
Amended
Vesting Schedule
|
||||
Number of Units of
Product Purchased under Master Purchase Agreement
|
Warrant Shares that
Vest
|
Number of Units of
Product Purchased under Master Purchase Agreement
|
Warrant Shares that
Vest
|
||
First
50,000
|
500,000
|
First
99,440
|
500,000
|
||
Second
50,000
|
500,000
|
Next
200,560
|
2,500,000
|
||
Third
50,000
|
500,000
|
||||
Fourth
50,000
|
500,000
|
||||
Fifth
50,000
|
500,000
|
||||
Sixth
50,000
|
500,000
|
The
Company is majority owned by WGI Investor LLC. The ultimate ownership
of WGI Investor LLC includes owners of the parent entity of ACN. Each
of Robert Stevanovski, Anthony Cassara, David Stevanovski and Gregory Provenzano
is a director of the Company, has an indirect ownership interest in WGI Investor
LLC, has an ownership interest in the parent entity of ACN and has a director,
officer and/or advisory position with the parent entity of ACN. As a
result of these relationships, each of Robert Stevanovski, Anthony Cassara,
David Stevanovski and Gregory Provenzano may be deemed to have a direct or
indirect interest in the transactions contemplated by the amendments to each of
the 2009 Warrant and the 2010 Warrant.
The
foregoing description of the amendments to each of the 2009 Warrant and the 2010
Warrant does not purport to be complete and are qualified in their entirety by
reference to the amendments to each of the 2009 Warrant and the 2010 Warrant,
which are attached as Exhibit 4.1 and 4.2 hereto, respectively, and are
incorporated herein by reference.
Item
9.01
|
Financial
Statements and
Exhibits.
|
(d)
Exhibits.
4.1
|
Amendment,
dated January 27, 2011, to Warrant issued on April 6, 2009 to ACN Digital
Phone Service, LLC (Incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K filed January 28, 2011)
|
4.2
|
Amendment,
dated January 27, 2011, to Warrant issued on March 30, 2010 to ACN Digital
Phone Service, LLC (Incorporated by reference to Exhibit 4.2 to our
Current Report on Form 8-K filed January 28,
2011)
|
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: January 31,
2011
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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
|
||
Title:
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Senior
Vice President, Legal and Regulatory, General Counsel and
Secretary
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||