<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
to
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)(1)
WORLDGATE COMMUNICATIONS, INC.
(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
98156L-30-7
(CUSIP number)
Randall J. Gort, General Counsel
WorldGate Communications, Inc.
3190 Tremont Avenue
Suite 100
Trevose, PA 19053
(215) 354-5100
(Name, address and telephone number of person
authorized to receive notices and communications)
DECEMBER 30, 1999
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box \ \.
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. SEE
Rule 13d-7(b) for other parties to whom copies are to sent.
(Continued on following pages)
(Page 1 of 4 Pages)
- ---------------------
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
<TABLE>
- ------------------------------ --------------------------
CUSIP No. 98156L-30-7 13D Page 2 of 4 Pages
- ------------------------------ --------------------------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Hal M. Krisbergh
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
\ \
(b)
\ \
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
\ \
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 6,231,165 shares
SHARES
-----------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 6,231,165 shares
REPORTING
PERSON WITH
-----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,231,165 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
\x\
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ------------------------------ --------------------------
CUSIP No. 98156L-30-7 13D Page 3 of 4 Pages
- ------------------------------ --------------------------
ITEM 1. SECURITY AND ISSUER.
CLASS OF SECURITIES: Common Stock (the "Shares")
ISSUER: WorldGate Communications, Inc.
PRINCIPAL ADDRESS: 3190 Tremont Avenue, Suite 100, Trevose, PA 19053.
For purposes of this statement, the term "Subject Shares" refers to the
Shares of the Issuer reported herein as being beneficially owned by Mr.
Krisbergh other than such Shares that are beneficially owned by virtue of Rule
13d-3(d)(1) of the Securities Exchange Act of 1934. See Item 5.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by and on behalf of Mr. Hal M.
Krisbergh, a natural person and citizen of the United States of America.
Mr. Krisbergh is the Chairman of the Board of Directors and
the Chief Executive Officer of the Issuer. Mr. Krisbergh's business address is
3190 Tremont Avenue, Suite 100, Trevose, PA 19053. The Issuer's principal
business is offering and developing an Internet access service through cable
television.
During the last five years, Mr. Krisbergh has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Krisbergh acquired the Subject Shares that he owns
directly with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Subject Shares were acquired for investment purposes. Mr.
Krisbergh may dispose of the Subject Shares from time to time in the open
market, in privately negotiated transactions or otherwise, subject to market
conditions and other factors. Mr. Krisbergh may also acquire additional Shares
in the open market, in privately negotiated transactions or otherwise, subject
to market conditions and other factors.
-2-
<PAGE>
- ------------------------------ --------------------------
CUSIP No. 98156L-30-7 13D Page 4 of 4 Pages
- ------------------------------ --------------------------
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) As of the date on which this statement is executed, Mr. Krisbergh
beneficially owns 6,231,165 Shares of the Issuer, constituting 28.9% of the
Issuer's issued and outstanding Shares, based upon an aggregate of 21,562,820
Shares of the Issuer issued and outstanding as of the close of business on
February 8, 2000.
(b) The 6,231,165 Shares beneficially owned by Mr. Krisbergh are all held
by him directly. In addition, Mr. Krisbergh and his wife each hold 15,237 Shares
as custodians for their minor children (the "Children's Shares"). Mr. Krisbergh
disclaims beneficial ownership over the Children's Shares.
Mr. Krisbergh has sole investment and voting power over all Shares owned by
him directly.
(c) During the past 60 days, the only transaction in the Shares by Mr.
Krisbergh was his contribution of 21,505 Shares, without consideration, to a
charitable foundation on December 30, 1999.
(d) Other than as disclosed under Item 5(b), no other person has the right
to receive or the power to direct receipt of dividends from, or proceeds from
the sale of the securities described in, this Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: February 10, 2000 /s/ Hal M. Krisberg
------------------------------
Hal M. Krisbergh
-3-
