PROXY TELVUE CORPORATION PROXY
This Proxy is Solicited on Behalf of the Board of Directors for Annual
Meeting of Stockholders on June 19, 1997
The undersigned hereby appoints Frank J. Carcione proxy and attorney,
with full power of substitution, to vote all the shares of the Common Stock of
TelVue Corporation, a Delaware corporation, which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held at TelVue Corporation
located at 16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey, 08054, on
June 19, 1997 at 10:00 o'clock a.m., local time, and any adjournment thereof
upon the following matters set forth in the notice of such meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
1. ELECTION OF DIRECTORS
H.F. Lenfest, Frank J. Carcione, Carl J. Cangelosi, Donald L. Heller,
Joseph M. Murphy, Jeffrey J. DiFrancesco
____ FOR all nominees listed above (except as marked to the contrary below.)
____ WITHHOLD AUTHORITY to vote for nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS INCIDENT TO THE SUBJECT
MATTER OF THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF AND MATTERS
INCIDENT TO THE CONDUCT OF SUCH MEETING.
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED ENVELOPE
<PAGE>
Each share of common stock is entitled to 10 votes; provided, however,
that persons who have been the beneficial owner of shares of common stock for
less than two years or who did not acquire such shares in the course of the
spin-off of the Company from Science Dynamics Corporation are entitled to only
one vote per share. As provided in the Certificate of Incorporation, the
Board of Directors, on written application directed to the Secretary of the
Company at any time prior to the special meeting, may waive such holding
period requirements and provide that shares held by such stockholder shall
have 10 votes per share. Stockholders wishing to have the holding period
waived may make written application to the Board of Directors by sending their
request at any time prior to the annual meeting to the Secretary of the
Company at TelVue Corporation, 16000 Horizon Way, Suite 500, Mt. Laurel, NJ,
08054.
Please sign your name exactly as it is shown on the left. Corporate
Offices, executors, administrators, trustees, guardians and attorneys should
give their full title. All joint tenants, tenants in common, and tenants by
the entirety should sign.
Date:_________________________________, 1997
____________________________________________
____________________________________________
Signature(s) of stockholder(s)
<PAGE>
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(609) 273-8888
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M.,
June 19, 1997
To the Stockholders of Telvue Corporation:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of the Stockholders of
TelVue Corporation, a Delaware corporation (the "Company"), will be held at
the TelVue Corporation located at 16000 Horizon Way, Suite 500, Mt. Laurel,
New Jersey on June 19, 1997 at 10:00 A.M. for consideration of and action upon
the following matters:
Election of six (6) directors to hold office for the ensuing year and
until their successors have been duly elected and qualified; and
Such other matters as may properly come before the Annual Meeting.
The Board of Directors has fixed the close of business on May 19, 1997,
as the record date for determination of holders of Common Stock of the Company
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. A list of stockholders and their stockholdings as of such record
date will be available to all stockholders at the time and place of this
meeting.
THE ACCOMPANYING FORM OF PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY EXPECT TO
ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN, DATE AND RETURN
PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. A PROXY MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE (a) BY NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING,
(b) BY DELIVERING A DULY EXECUTED PROXY BEARING A LATER DATE, OR (c) BY
ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS:
Irene A. DeZwaan, Secretary
May 20, 1997
<PAGE>
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(609) 273-8888
DATED May 20, 1997
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual
Meeting with accompanying proxy on or about May 20, 1997, to each stockholder
of record of TelVue Corporation (the "Company") at the close of business on
May 19, 1997 ("Record Date"), in connection with the solicitation of proxies
by the Board of Directors to be voted at the Annual Meeting of Stockholders of
the Company to be held on June 19, 1997 at 10:00 A.M. at TelVue Corporation,
16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey 08054, and at any
adjournment or adjournments thereof for the purposes stated below. The form
of Proxy is enclosed.
REVOCABILITY OF PROXY
Subject to the conditions set forth elsewhere in this Proxy Statement,
the shares represented by each executed Proxy will be voted at the Annual
Meeting in accordance with the instructions given. If no instruction is given
on the Proxy, the Proxy will be voted FOR the Board's nominees for director,
and FOR any other matter properly presented for a vote at the meeting.
Any Proxy given pursuant to this solicitation may be revoked at any time
prior to its exercise by notifying the Secretary of the Company in writing, by
delivering a duly executed Proxy bearing a later date, or by attending the
Annual Meeting and voting in person.
DISSENTER'S RIGHT OF APPRAISAL
The matters submitted to the stockholders for their approval will not
give rise to dissenter's appraisal rights under Delaware law.
PERSONS MAKING THE SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to mailing the proxy materials,
solicitation may be made in person or by telephone or telegraph by directors,
officers or regular employees of the Company, none of whom will receive any
additional compensation in connection with such solicitation. The expense of
the solicitation of the Proxies for the Annual Meeting will be borne by the
Company. The Company will request banks, brokers and other nominees to
forward proxy materials to beneficial owners of stock held by them and will
reimburse such banks, brokers and other nominees for their reasonable out-of-
pocket expenses in doing so.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record as of the close of business on the Record
Date will be entitled to vote on all matters presented for vote at the Annual
Meeting. At the close of business on the Record Date, the total number of
shares of the Company's Common Stock outstanding was 23,794,500 shares. Each
share of Common Stock will be entitled to either one vote per share or ten
votes per share on all business to come before the Annual Meeting, as
described below. In addition, on the Record Date there also were 2,985,636
shares of the Company's Preferred Stock outstanding. The Preferred Stock is
convertible at any time at the election of the holder into Common Stock at
6.667 shares of Common Stock for each share of Preferred Stock. At the Record
Date, no shares of Preferred Stock had been converted into shares of Common
Stock.
Article 17(f) of the Certificate of Incorporation provides that any
shares of Common Stock not owned beneficially for two years or not received in
the course of the original spin-off of the Company from Science, cannot be
voted at their full voting power of ten votes per share, unless the Board
shall determine that the same were acquired neither for purposes adverse to
the best interests of stockholders nor for purposes of disrupting the normal
course of operations of the Company. Stockholders wishing to have the holding
period waived may make written application to the Board of Directors by
sending their request at any time prior to the Annual Meeting to the Secretary
of the Company at TelVue Corporation, 16000 Horizon Way, Suite 500, Mt.
Laurel, New Jersey, 08054.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of the Record Date, certain
information with respect to each person who was known to the Company to be a
beneficial owner of more than five percent (5%) of the Company's Common Stock.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS (1)
H.F. (Gerry) Lenfest 64,377,848 (2) 87.5%
c/o The Lenfest Group
200 Cresson Boulevard
P.O. Box 989
Oaks, PA 19456-0989
Chairman of the Board and Director
(1) As of the Record Date, 23,794,500 shares of Common Stock were
outstanding.
(2) Includes 19,905,235 shares of Common Stock issuable upon conversion
of Preferred Stock owned by Mr. Lenfest. Includes Warrants to
acquire up to 29,915,160 additional shares of Common Stock. Does
not include accrued but unpaid interest on the subordinated
$500,000 Note which may be converted into shares of Preferred
Stock. Also does not include accrued interest, as of March 31,
1997, on the National Equipment Loan made to the Company or accrued
dividends on the shares of Preferred Stock owned by Mr. Lenfest,
either of which the Company may elect to pay in shares of Preferred
Stock.
Security Ownership of Management
The following table sets forth, as of the Record Date, certain
information with respect to the Common Stock beneficially owned by the
directors and executive officers of the Company and by all directors and
executive officers as a group. The address of all directors and executive
officers is c/o TelVue Corporation, 16000 Horizon Way, Suite 500, Mt. Laurel,
NJ 08054.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS (1)
H.F. (Gerry) Lenfest 64,377,848(2) 87.5%
c/o The Lenfest Group
200 Cresson Boulevard
P.O. Box 989
Oaks, PA 19456-0989
Chairman of the Board and Director
Joseph M. Murphy 90,000(3) .4%
Executive Vice President Sales and Operations
All Directors and Officers
as a Group (7 Persons) 64,466,648(2)(3) 87.6%
(1) As of the Record Date, 23,794,500 shares of Preferred Stock were
outstanding.
(2) Includes 19,905,235 shares of Common Stock issuable upon conversion
of Preferred Stock owned by Mr. Lenfest. Includes Warrants to
acquire up to 29,915,160 additional shares of Common Stock. Does
not include accrued but unpaid interest on the subordinated
$500,000 Note which may be converted into shares of Preferred
Stock. Also does not include accrued interest, as of March 31,
1997, on the National Equipment Loan made to the Company or accrued
dividends on the shares of Preferred Stock owned by Mr. Lenfest,
either of which the Company may elect to pay in shares of Preferred
Stock.
(3) Includes 15,000 shares issuable to Joseph M. Murphy upon exercise
of currently exercisable stock options held by Mr. Murphy.
PROPOSAL 1
ELECTION OF DIRECTORS
Six (6) directors will be elected to hold office subject to the
provisions of the Company's by-laws until the next Annual Meeting of
Stockholders, and until their respective successors are duly elected and
qualified. The vote of a majority of the votes entitled to be cast by
stockholders present in person or by proxy, is required to elect members of
the Board of Directors. The following table sets forth the name, age,
position with the Company and respective director service dates of each person
who has been nominated to be a director of the Company:
POSITION(S) DIRECTOR
NAME AGE WITH THE COMPANY SINCE
H. F. (Gerry) Lenfest 67 Chairman and Director 1989
Frank J. Carcione 56 President, Chief Executive
Officer, and Director 1990
Carl J. Cangelosi 54 Director 1990
Donald L. Heller 51 Director 1993
Joseph M. Murphy 43 Vice President of Sales
and Operations and Director -
Jeffrey J. DiFrancesco 33 Director -
The Board of Directors has unanimously recommended the slate of nominees
for election as directors at the Annual Meeting. The Board of Directors
recommends that the stockholders vote FOR the election of the entire slate of
nominees.
Principal Occupation of the Director Nominees
H.F. Lenfest is the President, Chief Executive Officer and a director of
Lenfest Communications, Inc. and each of its subsidiaries (the "Lenfest
Group"). The Lenfest Group of companies are engaged in operating cable
television systems, providing cable advertising and programming and microwave
communications. Mr. Lenfest's principal occupation since 1974 has been the
President and CEO of Lenfest Communications, Inc. and the Lenfest Group of
companies.
Frank J. Carcione was elected President and Chief Executive Officer of
the Company in May, 1991, after serving as Executive Vice President, Treasurer
and a Director of the Company since May 1990. From August 1989 to May 1990,
he held the position of Vice President (marketing sales, pay-per-view and
franchise relations) with Garden State Cablevision L.P., a New Jersey cable
television operator. From November 1980 until August 1989, he held the same
position with New York Times Cable TV, the predecessor to Garden State
Cablevision L.P.
Carl J. Cangelosi has been the President of MicroNet, Inc., a provider of
video, voice and data communications since October 1990. MicroNet, Inc. is a
wholly-owned subsidiary of Suburban Cable TV Co. Inc., a Pennsylvania cable
television company ("Suburban"). Suburban is a wholly-owned subsidiary of
Lenfest Communications, Inc. Prior to assuming his current position, Mr.
Cangelosi was, from October 1989 to October 1990, a management consultant of
communications services. From September 1976 through September 1989, Mr.
Cangelosi was general counsel of GE American Communications, Inc., a provider
of satellite communications services.
Donald L. Heller has been a Vice President of Lenfest Communications,
Inc. since March 1993. Prior to assuming his current position, Mr. Heller
was, from June 1984 to January 1993, the Vice President and General Manager of
Sportschannel Prism Associates, a regional cable television service which
provides movies and professional sports.
Joseph M. Murphy is the Executive Vice President of Sales and Operations
of the Company. Mr. Murphy was appointed to this position in September 1994.
Prior to this appointment, Mr. Murphy had been Vice President of Sales since
joining the Company in 1986.
Jeffrey J. DiFrancesco has been the Vice President of Strategic Planning
and Business Development for Lenfest Communications, Inc. since January 1996.
Prior to assuming his current position, Mr. DiFrancesco was, from February
1995 through January 1996, an Industry and Strategic Change Specialist for
Price Waterhouse's Entertainment, Media and Communications Group, a management
consulting company. From October 1993 to February 1995, Mr. DiFrancesco held
the positions of Director of Product Management/Marketing, Financial and
Business Analysis, and Product Development of Electronic Commerce for Tele-TV
and Bell Atlantic Video Services, a provider of interactive telecommunication
services. From March 1991 to October 1993, Mr. DiFrancesco was a management
consultant for technology management and business process re-engineering.
Certain Legal Proceedings
On December 6, 1995, the Securities and Exchange Commission (the "SEC")
sued Mr. Lenfest and his wife, in the United States District Court for the
Eastern District of Pennsylvania. The SEC alleges that, in October 1993, Mr.
Lenfest, while in possession of non-public information, recommended to one of
his sons that he purchase TCI stock and that Mr. Lenfest's wife traded in TCI
stock in October 1993 on the basis of information she misappropriated from her
husband. Mr. Lenfest and his wife have categorically denied that they engaged
in any improper conduct and are defending this action vigorously.
Meetings of the Board of Directors and Committees
The Board of Directors held three meetings during the year ended December
31, 1996, and acted by unanimous consent on several other occasions during
1996. The Company has no nominating or compensation committees. The Audit
committee and Stock Option committee consists of Donald Heller and Carl
Cangelosi. No meetings of either committee were held during 1996. All
directors attended at least 75% of the Board meetings except Mr. Lenfest and
Mr. Heller who attended 67% of the Board meetings. Directors do not receive
fees for their service as directors.
Executive Compensation
SUMMARY COMPENSATION TABLE
NAME AND ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY COMMISSIONS ALL OTHER
COMMISSIONS
Frank J. Carcione 1996 $119,000 --- $2,761 (1)
Chief Executive Officer 1995 108,000 --- 997 (1)
1994 $104,102 --- ---
Joseph Murphy
Vice President of Sales 1996 $ 85,362 $53,710 $2,305 (1)
1995 81,623 30,461 1,869 (1)
1994 71,523 6,495 ---
(1) Company funded contributions to the Company's Simplified Pension
Plan (SEP).
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
Frank J. Carcione --- --- --- ---
Chief Executive Officer
Joseph M. Murphy --- --- 15,000 $ 765 (1)
Vice President of Sales
(1) Values calculated based upon the average of the bid and ask price
on December 31, 1996.
Certain Relationships and Related Transactions
Since November 2, 1989, the Company has funded its expansion and
operating deficit from the $2,500,000 of proceeds from the sale of shares of
the Company's Common Stock and Preferred Stock to Mr. Lenfest and from
borrowings from Mr. Lenfest. Through March 31, 1997, the Company had borrowed
an aggregate of $6,128,712 from Mr. Lenfest, as previously discussed in the
1996 Annual Report. Interest on $500,000 of the loans is set at 12% per
annum, interest on $411,173 is set at the floating prime interest rate of PNC
Bank plus 2%, and interest on $5,217,539 of the loans is set at the floating
prime interest rate of PNC Bank plus 1%. Interest on the $1,471,272 of the
loans is to be paid, quarterly. At the option of the Company, the interest
may be paid by the delivery of shares of the Company's Preferred Stock at the
rate of one share of Preferred Stock for each one dollar of accrued interest.
During January 1995, Mr. Lenfest purchased from Science Dynamics Corporation
("Science") the Company's non-interest bearing note in the amount of $541,000
(the "Prior Science Note").
On October 12, 1993 the Company had entered into a Joint Venture with
Voice FX Corporation ("Voice FX") an affiliate of Mr. Lenfest. The
participation percentage for the Partnership was 70% for the Company and 30%
for Voice FX. Under the terms of the Partnership Agreement, the Company had
made loans to the Partnership and had purchased equipment at its own expense
and leased the same to the Partnership at $1.00 per year for use by the
Partnership in the Partnership's business. The sums loaned to the Partnership
by the Company bore interest at the rate of 2% above the floating prime rate
of PNC Bank. Mr. Lenfest had loaned the Company $411,173 under the terms of
the TelVue Partnership Loan. As of the Record Date the outstanding principal
balance on the TelVue Partnership Loan is $59,173. On July 28, 1995, the
Company and Voice FX agreed to terminate the Partnership.
On September 27, 1994, the Company entered into a service agreement with
Box Worldwide, Inc., formerly known as Video Jukebox Network, Inc. ("VJN") an
affiliate of Mr. Lenfest. The agreement provided that the Company would act
as a 900 call service bureau to facilitate the ordering, by VJN customers, of
music videos on the cable or home dish of the VJN customer. Mr. Lenfest had
loaned the Company $358,267 to purchase equipment and software needed to
provide service to VJN. In July 1996, VJN informed the Company that VJN
intended to terminate the service agreement. VJN agreed to reimburse the
Company $284,619. On January 10, 1997, VJN paid the Company $284,619.
The Company had an agreement to provide management services to Lenfest
Networks, Inc. ("LNI"), a company wholly-owned by Mr. Lenfest. LNI owned and
operated a personal advertising television video programming service with pay-
per-call applications, and did business as "INTRONET". The Company had the
authority to perform all services necessary for the management of the
business, other than to acquire or dispose of assets, to incur debt other than
in the ordinary course of business or to encumber the assets of the business.
The Company believes that the financial and other terms of the management
agreement with LNI were at market rates. LNI ceased doing business on March
31, 1996, and as a result, the Company stopped performing its management
duties effective February 29, 1996.
At December 31, 1996, the Company was indebted to Mr. Lenfest in the
principal amount of $6,369,712. Other related transactions are described in
Notes 6, 8 and 11 of the financial statements of the Company in the 1996
Annual Report.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Proposals of stockholders intended to be presented for inclusion in the
proxy statement and form of proxy related to the 1997 Annual Meeting must be
received at the Company's executive offices at 16000 Horizon Way, Suite 500,
Mt. Laurel, New Jersey no later than January 20, 1998.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Pressman, Ciocca & Smith LLP served as the
Company's independent public accountants for the year ended December 31, 1996.
A representative of Pressman, Ciocca & Smith LLP is expected to attend the
Annual Meeting and will have the opportunity to make a statement and respond
to appropriate questions of stockholders.
OTHER INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR 1996 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE BY
WRITING TO: PRESIDENT, TELVUE CORPORATION, 16000 HORIZON WAY, SUITE 500, MT.
LAUREL, NEW JERSEY 08054.
