PROXY TELVUE CORPORATION PROXY
This Proxy is Solicited on Behalf of the Board of Directors for Annual
Meeting of Stockholders on June 14, 2000.
The undersigned hereby appoints Frank J. Carcione and Joseph M. Murphy
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 14, 2000 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,
Joseph M. Murphy, H. Chase Lenfest, Brook J. Lenfest
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:__________________, 2000
____________________________
_____________________________
Signature(s) of stockholder(s)
<PAGE>
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M.,
June 14, 2000
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 executive offices of the Company located at 16000 Horizon Way,
Suite 500, Mt. Laurel, New Jersey, 08054 on June 14, 2000 at 10:00 A.M.
for consideration of and action upon the following matters:
I. Election of five (5) directors to hold office for the ensuing year and
until their successors have been duly elected and qualified; and
II. Such other matters as may properly come before the Annual Meeting.
The Board of Directors has fixed the close of business on May 15, 2000, 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 16, 2000
TELVUE CORPORATION
16000 HORIZON WAY, SUITE 500
MT. LAUREL, NJ 08054
(856) 273-8888
DATED May 16, 2000
PROXY STATEMENT
This Proxy Statement is furnished with the attached Notice of Annual
Meeting and with accompanying proxy on or about May 16, 2000, to each
stockholder of record of TelVue Corporation (the "Company") at the close
of business on May 15, 2000 ("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 14, 2000
at 10:00 A.M. at the executive offices of the Company, 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 24,539,500 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
3,518,694 shares of the Company's Preferred Stock outstanding. The
Preferred Stock does not have any voting rights until it is converted into
Common Stock. 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 Dynamics
Corporation, 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 67,931,746 (2) 87.2%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board and Director
(1) As of the Record Date, 24,539,500 shares of Common Stock were
outstanding.
(2) Includes 23,459,133 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 April 30, 2000, 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 67,931,746 (2) 87.2%
1332 Enterprise Drive
West Chester, PA 19380
Chairman of the Board and Director
Frank J. Carcione 425,000 (3) 1.7%
Chief Executive Officer,
President and Director
Joseph M. Murphy 350,000 (4) 1.4%
Executive Vice President Sales and
Operations and Director
Irene A. DeZwaan 225,000 (5) .9%
Secretary and Treasurer
All Directors and Officers as a 68,931,746 (2)(3)(4)(5) 87.7%
Group(6 Persons)
(1) As of the Record Date, 24,539,500 shares of Common Stock were
outstanding.
(2) Includes 23,459,133 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 April 30, 2000, 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 225,000 shares issuable to Frank Carcione upon exercise of
stock options held by Mr. Carcione.
(4) Includes 190,000 shares issuable to Joseph Murphy upon exercise of
stock options held by Mr. Murphy.
(5) Includes 150,000 shares issuable to Irene DeZwaan upon exercise of
stock options held by Ms. DeZwaan.
PROPOSAL 1
ELECTION OF DIRECTORS
Five (5) 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:
Name Age Position(s) Director Since
With The Company
H. F. (Gerry) Lenfest 69 Chairman and Director 1989
Frank J. Carcione 59 President, Chief 1990
Executive Officer, and
Director
Joseph M. Murphy 46 Executive Vice President 1997
of Sales and Operations,
and Director
H. Chase Lenfest 36 Director 1999
Brook J. Lenfest 31 Director 1999
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 has been a director of the Company since 1989. Mr.
Lenfest is currently a member of The Lenfest Group, LLC, a privately owned
holding company for a group of companies owned by the Lenfest family.
From 1974 until January 2000, Mr. Lenfest was the President, CEO and a
director of Lenfest Communications, Inc. and each of its subsidiaries.
Lenfest Communications, Inc. and its subsidiaries were engaged in
operating cable television systems, and providing cable advertising and
programming.
Frank J. Carcione has been a director of the Company since 1990. He
became the Executive Vice President in May 1990, and was elected President
and Chief Executive Officer in May 1991. 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 and an affiliate of The Lenfest Group of
companies. 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.
Joseph M. Murphy has been a director of the Company since 1997. He
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.
H. Chase Lenfest has been a director of the Company since June 1999.
Since January 2000, Mr. Chase Lenfest has been the Vice President of Local
Sales of Starnet, L.P., the successor interest to Starnet, Inc.. From
December 1998 until January 2000, Chase Lenfest was the Vice President of
Local Sales of Lenfest Advertising, Inc., a subsidiary of Lenfest
Communications, Inc. From January 1996 through January 1997, he was the
Regional Photo Classified Manager of Lenfest Programming Services, Inc., a
subsidiary of Lenfest Communications, Inc. From February 1994 through
January 1996, he was employed by the Company as a Special Projects
Manager. From March 1988 until January 1994, he was a stockbroker with
Wheat First Butcher & Singer. He is the son of H.F. Lenfest.
Brook J. Lenfest has been a director of the Company since June 1999.
Since January 2000, Mr. Brook Lenfest has been the Chairman and CEO of
NetCarrier, Inc., an internet service provider. He was the Vice
President-Business Development for Suburban Cable TV Company, Inc., a
subsidiary of Lenfest Communications, Inc. from May 1997 until January
2000. Mr. Brook Lenfest was a Vice President and Director of Operations
for Starnet, Inc., a subsidiary of Lenfest Communications, Inc., and was
an officer of Starnet Inc. from January 1995. He was Vice President-
Business Development, Director of Communications and Product Manager, for
Starnet, Inc. from January 1994 to 1995. From 1993 to 1994 he was a
Marketing Manager for South Jersey Cablevision (now Lenfest Atlantic,
Inc.), a subsidiary of Lenfest Communications, Inc. Prior to 1993, he
held various positions at Garden State Cablevision. He is the son of H.F.
Lenfest.
Certain Legal Proceedings
The Company has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent
infringement made to the cable operator by a third party. The third party
has alleged to the cable operator that portions of the cable operator's
pay-per-view operations infringe one or more patents held by such party.
No notice of alleged infringement has been received by the Company from
such third party. The Company has retained independent patent counsel to
review the terms and the alleged infringement. The Company is unable at
this time to determine the amount or extent of liability, if any, to the
cable operator.
Meetings of the Board of Directors and Committees
The Board of Directors held one meeting during the year ended December 31,
1999, and acted by unanimous consent on several other occasions during
1999. All directors attended the Board meeting. The Company has no
nominating or compensation committees. The Audit committee and Stock
Option committee consists of Brook J. Lenfest and H. Chase Lenfest. No
meetings of either committee were held during 1999. The Stock Option
committee acted by unanimous consent on one occasion during 1999.
The current directors of the Company receive no compensation.
Executive Compensation
SUMMARY COMPENSATION TABLE
Name & Year Annual Annual Other Restricted Options
Principal Salary Commissions Annual Stock SARs(#)
Position Compensation Awards
Frank J. Carcione 1999 $140,400 - $3,510(1) - 300,000(2)
President and 1998 135,000 - 3,375(1) $9,219(3) -
Chief Executive 1997 124,950 - 3,124(1) - -
Officer
Joseph Murphy 1999 $97,519 $45,799 $2,438(1) - 250,000(4)
Executive Vice 1998 93,767 21,448 2,344(1) $7,375(5) -
President of Sales 1997 89,302 44,155 2,233(1) - -
and Operations
(1) Company funded contributions to the Company's Simplified Pension Plan
(SEP).
(2) Includes 300,000 shares of common stock granted to Frank J. Carcione
under the 1999 Stock Option Plan at a purchase price of $.07 per share.
(3) Includes 125,000 shares of common stock awarded to Frank J. Carcione
at a value of $.07375 per share.
(4) Includes 250,000 shares of common stock granted to Joseph Murphy under
the 1999 Stock Option Plan at a purchase price of $.07 per share.
(5) Includes 100,000 shares of common stock awarded to Joseph Murphy at a
value of $.07375 per share.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
Frank J. Carcione
President & CEO 300,000 18% $.07 6/28/09
Joseph Murphy
Executive Vice
President of Sales
& Operations 250,000 15% $.07 6/28/09
AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF
SHARES UNEXERCISED UNEXERCISED
ACQUIRED ON VALUE OPTIONS IN-THE-MONEY
NAME EXERCISE REALIZED EXERCISABLE/ OPTIONS
UNEXERCISABLE EXERCISABLE/
UNEXERCISABLE
Frank J. Carcione - - 75,000 - (1)
President and Chief exercisable
Executive Officer 225,000 - (1)
unexercisable
Joseph M. Murphy - - 62,500 - (1)
Executive Vice exercisable
President of Sales 187,500 - (1)
and Operations unexercisable
(1) Values calculated based upon the average of the bid and ask price on
December 31, 1999, which is less than the exercise price.
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. From November 1989 to February 1996, the
Company borrowed an aggregate of $6,128,712 from Mr. Lenfest. The
interest rates on the loans range from a floating rate based on the prime
rate of PNC Bank to a fixed rate of 12%. Interest on one of the loans in
the principal amount of $316,647 as of the Record Date, is payable
quarterly and, at the option of the Company 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. Interest due on
this loan prior to 1998, in the amount of $473,682 has been paid with
473,682 shares of Preferred Stock. No Preferred Stock has been issued for
1998 or 1999 accrued interest. In addition, during January 1995, Mr.
Lenfest purchased from Science Dynamics Corporation (the Company's former
parent) the Company's non-interest bearing note in the amount of 541,000.
Effective as of March 31, 2000, the Company obtained from Mr. Lenfest a
written agreement stating he will not demand a lump-sum repayment of his
loans or accrued interest on the loans through January 1, 2002.
Nevertheless, the Company intends to continue to voluntarily make monthly
payments of $125,000 to Mr. Lenfest during the year 2000. On January 1,
1999, the Company voluntarily began to pay current monthly interest
payments to Mr. Lenfest from its monthly loan payment. The balance of the
payment is applied to loan principal. During the year ended December 31,
1999, the Company made monthly payments of $150,000 to Mr. Lenfest
bringing the total payments for the year to $1,800,000. The Company has
made and intends to continue to make monthly payments of $125,000
to Mr. Lenfest during the year 2000. The aggregate outstanding loan
balance due to Mr. Lenfest as of the Record Date is $857,647 in loan
principal and $2,420,174 in accrued interest.
At December 31, 1999, the Company was indebted to Mr. Lenfest in the
principal amount of $1,258,099. Other related transactions are described
in Notes 4, 6 and 9 of the financial statements of the Company in the 1999
Annual Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten
percent stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, there are no events of delinquent filing
requiring disclosure under Item 405 of Regulation S-K, except that each of
Frank Carcione, Joseph Murphy and Irene DeZwaan did not timely file a Form
5 with respect to grant to them on June 29, 1999 of options to acquire
300,000, 250,000 and 200,000, respectively, under the Company's 1999 Stock
Option Plan.
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Stockholders intending to submit proposals to be included in the Company's
next Proxy Statement must send their proposal to the Secretary of the
Company at 16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey, 08054 not
later than January 16, 2001. Such proposals must relate to matters
appropriate for stockholder action and be consistent with regulations of
the Securities and Exchange Commission.
Stockholders intending to present proposals at the next annual meeting of
the Company, and not intending to have such proposals included in the
Company's next Proxy Statement must send their proposal to the Secretary
of the Company at 16000 Horizon Way, Suite 500, Mt. Laurel, New Jersey,
08054 not later than April 2, 2001. If notification of a stockholder
proposal is not received by the above date, the Company may vote, in its
discretion, any and all of the proxies received in its solicitation
against such proposal.
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, 1999. 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 1999 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.
