EXHIBIT INDEX APPEARS ON PAGE
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission File Number: 0-17170
TELVUE CORPORATION
(Exact name of small business issuer as specified in its charter)
DELAWARE 51-0299879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16000 Horizon Way, Suite 500
Mt. Laurel, New Jersey 08054
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:(856) 273-8888
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
------ ------
Number of shares of registrant's common stock outstanding as of July 24,
2000: 24,683,250 shares.
Transitional Small Business Disclosure Form: Yes No X
------ ------
This report includes a total of 15 pages.
TELVUE CORPORATION
INDEX
PAGE
NO.
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of June 30, 2000
(unaudited) and as of December 31, 1999
Statements of Operations for the three
months ended June 30, 2000 (unaudited)
and June 30, 1999 (unaudited)
Statements of Operations for the six
months ended June 30, 2000 (unaudited)
and June 30, 1999 (unaudited)
Statements of Cash Flows for the six
months ended June 30, 2000 (unaudited)
and June 30, 1999 (unaudited)
Notes to Financial Statements (unaudited)
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
PART I. Financial Information
ITEM I. Financial Statements
TELVUE CORPORATION
BALANCE SHEETS
June 30, December 31,
2000 1999
------------- -----------
<S> <C> <C>
ASSETS (Unaudited) *
CURRENT ASSETS
Cash and cash equivalents $ 203,467 $ 325,698
Accounts receivable - trade 786,791 752,297
Deferred tax asset 300,000 204,000
Other current assets 39,668 16,573
----------- ----------
TOTAL CURRENT ASSETS 1,329,926 1,298,568
PROPERTY AND EQUIPMENT
Machinery and equipment 5,067,630 5,039,277
Less accumulated depreciation 4,339,149 4,123,653
----------- ----------
728,481 915,624
OTHER ASSETS
Deferred tax asset 1,357,626 1,632,656
Other assets 13,875 13,875
---------- ----------
1,371,501 1,646,531
---------- ----------
$3,429,908 $3,860,723
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Notes payable-majority stockholder-current $ 655,665 $ 1,228,198
Accrued interest-majority stockholder-current 600,000 -
Accounts payable 120,845 355,343
Accrued expenses 206,399 171,610
Accrued dividends 1,055,610 844,488
----------- ----------
TOTAL CURRENT LIABILITIES 2,638,519 2,599,639
NOTES PAYABLE - MAJORITY STOCKHOLDER, net
of current portion - 29,901
ACCRUED INTEREST - MAJORITY STOCKHOLDER, net
Of current portion 1,820,174 2,420,174
REDEEMABLE CONVERTIBLE PREFERRED STOCK, $1 par
value, 6,900,000 shares authorized,
3,518,694 shares issued and outstanding 3,518,694 3,518,694
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Common stock, $.01 par value, 100,000,000
shares authorized, 24,539,500 and 24,199,500
shares issued and outstanding 245,395 241,995
Additional paid-in capital 1,571,385 1,550,985
Accumulated deficit (6,364,259) (6,500,665)
----------- -----------
(4,547,479) (4,707,685)
----------- -----------
$3,429,908 $3,860,723
=========== ===========
* Derived from audited financial statements.
The accompanying unaudited notes are an integral part of these statements.
<PAGE>
TELVUE CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30,
----------------------------
2000 1999
---- ----
REVENUES $ 1,278,032 $ 1,425,838
OPERATING EXPENSES
Service 493,540 563,565
Selling and marketing 138,978 136,061
General and administrative 162,563 160,611
Depreciation 102,997 190,151
----------- -----------
898,078 1,050,388
----------- -----------
OPERATING INCOME 379,954 375,450
OTHER INCOME (EXPENSE)
Interest income 3,630 5,392
Interest expense (71,830) (93,081)
----------- -----------
(68,200) (87,689)
----------- -----------
INCOME BEFORE INCOME TAXES 311,754 287,761
INCOME TAX (102,091) (97,817)
------------ ----------
NET INCOME 209,663 189,944
DIVIDENDS ON REDEEMABLE
CONVERTIBLE PREFERRED STOCK (105,561) (105,561)
----------- ------------
NET INCOME (LOSS) AVAILABLE TO
COMMON STOCKHOLDERS $ 104,102 $ 84,383
=========== ============
NET INCOME (LOSS) PER COMMON SHARE
BASIC $.00 $.00
============ ===========
DILUTED $.00 $.00
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
BASIC 24,539,500 24,194,500
========== ==========
DILUTED 86,353,912 82,747,145
========== ==========
The accompanying unaudited notes are an integral part of these statements.
<PAGE>
TELVUE CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30,
----------------------------
2000 1999
---- ----
REVENUES $ 2,511,221 $ 3,011,894
OPERATING EXPENSES
Service 1,027,861 1,187,254
Selling and marketing 282,079 297,275
General and administrative 319,403 323,944
Depreciation 215,496 397,215
----------- -----------
1,844,839 2,205,688
----------- -----------
OPERATING INCOME 666,382 806,206
OTHER INCOME (EXPENSE)
Interest income 7,742 10,288
Interest expense (147,566) (194,006)
----------- -----------
(139,824) (183,718)
----------- -----------
INCOME BEFORE INCOME TAXES 526,558 622,488
INCOME TAX (179,030) (211,624)
------------ ----------
NET INCOME 347,528 410,864
DIVIDENDS ON REDEEMABLE
CONVERTIBLE PREFERRED STOCK (211,122) (211,122)
----------- ------------
NET INCOME (LOSS) AVAILABLE TO
COMMON STOCKHOLDERS $ 136,406 $ 199,742
=========== ============
NET INCOME (LOSS) PER COMMON SHARE
BASIC $.01 $.01
============ ===========
DILUTED $.00 $.00
============ ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
BASIC 24,421,972 24,194,500
========== ==========
DILUTED 86,236,384 82,747,145
========== ==========
The accompanying unaudited notes are an integral part of these statements.
<PAGE>
TELVUE CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months Ended
June 30,
---------------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 347,528 $ 410,864
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 215,496 397,215
Deferred taxes 179,030 201,624
Changes in assets and liabilities:
Decrease (increase) in -
Accounts receivable - trade (34,494) 20,616
Other receivables - (2,047)
Prepaid income taxes - (1,339)
Other current assets (23,095) (19,998)
Increase (decrease) in -
Accounts payable (234,498) (289,191)
Accrued expenses 34,789 (21,420)
Income taxes payable - (8,661)
Accrued interest - majority stockholder - (227,019)
----------- -----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 484,756 460,644
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (28,353) (72,177)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt reduction:
Notes payable - majority stockholder (602,434) (478,975)
Issuance of common stock 23,800 -
----------- ----------
NET CASH USED BY FINANCING ACTIVITIES (578,634) (478,975)
----------- ----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (122,231) (90,508)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 325,698 453,569
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 203,467 $ 363,061
========== ==========
The accompanying unaudited notes are an integral part of these statements.
<PAGE>
TELVUE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
----------------------
Summary Financial Information and Results of Operations
--------------------------------------------------------
In the opinion of management, the accompanying unaudited financial
statements have been prepared in conformance with generally accepted
accounting principles and with the regulations of the Securities and
Exchange Commission and contain all adjustments (consisting of only normal
recurring adjustments) necessary to make the financial statements not
misleading and to present fairly the financial condition as of June 30,
2000, the results of operations for the three and six months ended June 30,
2000 and 1999 and cash flows for the six months ended June 30, 2000 and
1999.
Interim Financial Information
-----------------------------
While management believes that the disclosures presented are adequate to
prevent misleading information, these unaudited financial statements must be
read in conjunction with the audited financial statements and notes included
in the Company's Form 10-KSB report for the year ended December 31, 1999, as
filed with the Securities and Exchange Commission.
Prior period financial statements have been reclassified to conform with
current quarter presentation.
2. SUPPLEMENTAL CASH FLOW INFORMATION:
-----------------------------------
Supplemental disclosures of cash paid during the period-
2000 1999
---- ----
Income taxes - $20,000
Interest $147,566 $421,025
Non-cash Investing and Financing Transactions
---------------------------------------------
The Company accrued dividends on its redeemable convertible preferred stock
of 211,122 for each of the six months ended June 30, 2000 and 1999. During
the six months ended June 30, 2000 and 1999, no shares of preferred stock
were issued in payment of preferred stock dividends.
3. EARNINGS (LOSS) PER COMMON SHARE:
--------------------------------
Basic earnings per common share is computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares of outstanding. Diluted earnings per common share is computed by
dividing net income, after deduction of preferred stock dividends, when
applicable, by the weighted average number of shares outstanding adjusted
to include incremental common shares that would have been outstanding if
potentially dilutive common shares had been issued. Incremental shares of
61,814,412 and 58,552,645 for the six months ended June 30, 2000 and 1999,
respectively, were used in the calculation of diluted earnings per common
share.
The following is reconciliation from basic earnings per share to diluted
earnings per share for the six months ended June 30, 2000 and 1999.
Net Income
Available Average
to Common Shares Earnings
Stockholders Outstanding Per Share
------------ ----------- ---------
2000 $ 136,406 24,421,972 $ .01
Effect of dilution
Warrants 29,915,160
Convertible preferred stock 211,122 30,496,885
Convertible accrued interest - 955,701
Vested unexercised stock options - 446,666
---------- ---------- -----
Diluted $ 347,528 86,236,384 $ .00
========== ========== =====
1999 $ 199,742 24,194,500 $ .01
Effect of dilution
Warrants 29,915,160
Convertible preferred stock 211,122 27,681,784
Convertible accrued interest - 955,701
---------- ---------- -----
Diluted $ 410,864 82,747,145 $ .00
========== ========== =====
4. DIVIDENDS ON REDEEMABLE CONVERTIBLE PREFERRED STOCK:
----------------------------------------------------
As of June 30, 2000, undeclared dividends on outstanding preferred stock
amounted to $1,055,610.
5. CORPORATE INCOME TAXES:
-----------------------
The Company uses the asset and liability method of accounting for income
taxes in accordance with Financial Accounting Standards Board Statement
(SFAS) No. 109, "Accounting for Income Taxes". SFAS 109 requires
recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the financial
statement carrying amounts and tax bases of assets and liabilities using
enacted tax rates in effect in the years in which the differences are
expected to reverse. Differences between financial reporting and tax bases
arise most frequently from differences in timing of income and expense
recognition. Deferred income tax expense is measured by the change in the
net deferred income tax asset or liability during the year.
The provisions for income tax benefit (expense) consist of the following
components:
2000 1999
----------- ----------
Current
Federal $ - $ -
State - -
----------- ----------
- -
Deferred
Federal (179,030) (211,624)
State - -
---------- ----------
$(179,030) $ (211,624)
========== ==========
The Company has a net operating loss carryforward of approximately
$2,135,000 on a tax reporting basis. The carryforward will begin to expire
in 2004, if not utilized.
Differences between the effective income tax rate and the statutory federal
income tax rate were primarily the result of the change in the valuation
allowance.
6. NOTES PAYABLE AND ACCRUED INTEREST - MAJORITY STOCKHOLDER:
----------------------------------------------------------
As of June 30, 2000, the Company had various outstanding notes due to the
majority stockholder in the aggregate principal amount of $655,665 and
accrued interest due on these notes in the aggregate amount of $2,420,174.
Effective as of March 31, 2000, the Company obtained from the majority
stockholder an extension to January 1, 2002, of his prior agreement not to
demand repayment of his loans or the accrued interest on the loans. The
Company has decided to voluntarily make, and the majority stockholder has
agreed to accept, monthly payments in the amount of $125,000 through
December 31, 2000. The Company makes current interest payments from the
monthly payment and the balance of the payment is applied to loan principal.
The Company may make monthly payments in excess of $125,000 when, in the
opinion of management, the Company has excess cash that is not needed to
fund operations. The Company made payments of $750,000 during the six
months ended June 30, 2000. The Company expects to pay the entire principal
balance within the next twelve months and therefore has classified the
principal balance as a current liability on the balance sheet. The Company
has also classified $600,000 of the accrued interest as a current liability
on the balance sheet.
7. COMMITMENTS AND CONTINGENCIES
-----------------------------
The Company has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent infringement
made against 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. The
Company has not received any notice of alleged infringement from the third
party. The Company has retained independent patent counsel to review the
third party patents and the alleged infringement. The Company is unable at
this time to determine if it has liability under the indemnity provisions
of the contracts with the cable operator or the amount of such liability if
it exists.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
TelVue Corporation (the "Company") is a marketing and service company
primarily selling automatic number identification ("ANI")
telecommunications services to the cable television and direct broadcast
satellite ("DBS")industries for the automated ordering of pay-per-view
features and events (the "Service"). The Company provides the Service
through equipment it purchases. The Company's equipment for providing the
Service nationwide is located at the Company's home office in Mt. Laurel,
New Jersey. The equipment provides enhanced service features, such as,
"Custom Greeting" which identifies the cable operator by name, "Title
Speak" which speaks the movie or event title, start-time and channel
appearance on accepted orders, and "Call Redirect" which automatically
redirects unaccepted order calls to the cable operator's customer service
representative for assistance. The Company believes these enhanced service
features are necessary for it to remain competitive within the pay-per-view
ANI industry. The equipment also speaks promotional messages for products
and services (the "PPV+ service") at the time a cable or direct broadcast
satellite subscriber (the "Subscribers") is placing an order for a pay-
per-view movie or event. The Company serves cable television and DBS
systems across the United States via trunk lines and data circuits that it
currently leases from MCIWorldcom. The Company believes it receives a
favorable trunk usage rate from MCIWorldcom.
The Company had net income of $209,663 and $347,528 for the three and
six months ended June 30, 2000, respectively, compared to $189,944 and
$410,864 for the three and six months ended June 30, 1999, respectively.
Included in net income is income tax expense $102,091 and $179,030 for the
three and six months ended June 30, 2000, respectively, compared to $97,817
and $211,624 for the three and six months ended June 30, 1999,
respectively. As of June 30, 2000, the Company's net operating loss
carryforward is approximately $2,135,000 on a tax reporting basis (see Note
5 to the Company's financial statements).
Service revenue decreased $147,806 and $500,673 for the three and six
months ended June 30, 2000, respectively. This is a result of a decrease
in the average monthly buy rate from 12.6% to 9.6% and from 14.0% to 9.5%
for the three and six months ended June 30, 2000. The Company believes the
decrease in the buy rates is attributable to a somewhat weak movie product,
a lack of major special events and the movement of cable operators to
impulse ordering on digital cable systems (see below).
There was a corresponding decrease in service expenses of $70,025 and
$159,393 for the three and six months ended June 30, 2000, respectively,
which is primarily a result of a decrease in trunk expense of $110,564 and
$207,827 for the three and six months ended June 30, 2000, respectively.
The trunk expense decrease is due to the buy rate reduction and a decrease
in the telephone rates charged by MCIWorldcom.
During the six months ended June 30, 2000, the Company purchased
$28,353 of equipment compared to $72,177 purchased during the six months
ended June 30, 1999. Depreciation accounted for 12% of total operating
expenses for the six months ended June 30, 2000, compared to 18% for the
six months ended June 30, 1999. Selling and marketing expenses increased 2%
and decreased 5% for the three and six months ended June 30, 2000,
respectively. General and administrative expenses increased 1% and
decreased 1% for the three and six months ended June 30, 2000,
respectively. These nominal increases and decreases in both the selling
and marketing and general and administrative expenses are the net result of
fluctuations in various expense categories, which are unrelated to the buy
rates.
As of June 30, 2000, the Company was serving approximately
16,600,000 full-time Subscribers, and 1,446,000 part-time Subscribers,
compared to approximately 11,700,000 full-time Subscribers and 1,253,000
part-time Subscribers served as of June 30, 1999. The part-time
Subscribers did not significantly contribute to the revenue or service
expenses for the six months ended June 30, 2000 and 1999.
Total liabilities decreased $591,021 and total assets decreased
$430,815 for the six months ended June 30, 2000. The decrease in total
liabilities was primarily a result of a decrease in notes payable -
majority stockholder of $602,434, due to debt repayment. The decrease in
assets is partially attributable to a decrease in cash of $122,231, a
decrease in deferred tax asset of $179,030, and an increase in accumulated
depreciation of $215,496. The Company's days for sales in accounts
receivable is 56 days at June 30, 2000 compared to 47 days at June 30,
1999. The Company does not offer incentives/discounts to its customers,
nor has it changed its credit terms with its customers.
The Company had positive cash flow from operating activities of
$484,756 for the six months ended June 30, 2000 compared to $460,644 for
the six months ended June 30, 1999. Net cash provided by operating
activities increased over 1999, primarily because during the six months
ended June 30, 1999, the Company paid $227,019 in accrued interest on the
loans to the majority stockholder while during the six months ended June
30, 2000, no accrued interest was paid to the majority stockholder, only
current month interest was paid. The total loan payments made to the
majority stockholder inclusive of principal and interest were $750,000 and
$900,000 for the six months ended June 30, 2000 and 1999, respectively.
Ignoring changes in operating assets and liabilities that result from
timing issues, and considering only adjustments to reconcile net income to
net cash provided by operating activities, the Company would have positive
cash flow from operating activities of $742,054 for the six months ended
June 30, 2000, compared to positive cash flow from operating activities of
$1,009,703 for the six months ended June 30, 1999. The decrease in cash
flow is a result of a reduction in service revenue due to the decrease in
the buy rates (see above).
Since November 2, 1989, the Company has funded its expansion and
operating deficit from the 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 $114,665 as of June 30, 2000, 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. In addition, during January 1995, Mr. Lenfest purchased
from Science Dynamics Corporation the Company's non-interest bearing note
in the amount of $541,000.
The Company remains dependent upon the deferral of a lump sum
repayment of principal and interest due to Mr. Lenfest to fund operations
and capital expenditures from operating cash flow. Effective as of March
31, 2000, the Company obtained from Mr. Lenfest a written agreement stating
he will not demand repayment of his loans or the cash payment of accrued
interest on the loans through January 1, 2002. On January 1, 1999, the
Company 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 six months ended June 30, 2000, the Company made
payments to Mr. Lenfest of $125,000 per month bringing the total payments
to $750,000 for the six months ended June 30, 2000. The Company intends to
continue to make voluntary monthly repayments to Mr. Lenfest in the amount
of $125,000 throughout 2000 and management believes it will be able to fund
its core business from operating cash flow through December 31, 2000. The
aggregate outstanding loan balance due to Mr. Lenfest as of June 30, 2000,
is $655,665 in loan principal and $2,420,174 in accrued interest (see Note
6 to the Company's financial statements).
The Company's ability to fund its operating expenses primarily depends
on three factors: the continued expansion of the Company's subscriber base,
the cable industry's buy rates, and the continued deferral by Mr. Lenfest
of a lump sum cash repayment of his loans to the Company. Management
believes its present marketing strategies will further increase the
customer base, although there can be no assurances that the Company will be
able to attract any further customers or that it will retain its current
customers. In addition, revenues are affected by the "buy rates" of
subscribers connected to the Service. The Company has no control over the
buy rates and therefore cannot assure that buys rates will increase or will
remain at their current level. As noted above, the Company experienced a
decrease in the average monthly buy rate from 12.6% and 14.0% for the three
and six months ended June 30, 1999, respectively, to 9.6% and 9.5% for the
three and six months ended June 30, 2000, respectively.
The decrease in buy rates noted above is partially a result of the
movement of cable operators to impulse ordering on digital cable systems.
Some cable operators have begun deploying digital services to their
customers. These digital services will allow cable operators to offer
additional channels and to offer additional pay-per-view channels. Where
the cable operators have activated two-way cable plant (i.e. the operator
is able to send a signal to and receive a signal from its customer), the
digital service can also allow the cable operator to process ordering of
pay-per-view movies and events directly from its customers, without using
the Company's service. The long-term effect of the deployment of digital
two-way service on the Company is not clear. The deployment of digital
cable and the activation of two-way service require a significant capital
commitment from the cable operator. In addition, the Company has found
that some cable operators with digital service have chosen to use the
Company's single number ordering technology for pay-per-view ordering. In
addition, the Company believes that the Company's patent pending Internet
pay-per-view technology for pay-per-view order processing may be used by
cable operators as an additional method for the operator's customers to
order pay-per-view movies and events. The Company intends to monitor
developments in the rollout of digital services by its cable operator
customers and to attempt to position the Company to continue to be the
cable operator's provider of choice for processing pay-per-view orders.
However, there can be no assurances that the Company will be successful in
this effort.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Certificate of Incorporation of the Company (incorporated by
reference to the Company's Registration Statement on Form S-8, dated
March 30, 1989 (the "Registration Statement")).
3.2 Bylaws of the Company (incorporated by reference to the Company's
Registration Statement).
3.3 Certificate of Amendment of Certificate of Incorporation of the
Company, dated April 11, 1990 (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991, (the "1991 Form 10-K")).
3.4 Certificate of Amendment of Certificate of Incorporation of the
Company, dated March 15, 1991 (incorporated by reference to the 1991
Form 10-K).
3.5 Form of copy of Amendment of Certificate of Incorporation of the
Company, filed September 25, 1995 (incorporated by reference to the
Company's Form 10-QSB for the period ended September 30, 1995, (the
September 30, 1995 Form 10-QSB)).
4.3 Warrant Agreement, dated March 15, 1991, between the Company and
H.F. Lenfest (incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1990, (the "1990
Form 10-K")).
4.4 Certificate of Designation of Class A Preferred Stock (incorporated
by reference to the September 30, 1990 Form 10-Q).
4.5 The TelVue Corporation 1999 Stock Option Plan (incorporated by
reference to Exhibit 99 of the Company's Registration Statement on
Form S-8, dated September 23, 1999), (the "1999 Stock Option Plan")).
4.6 Form of ISO Option Agreement issued pursuant to the 1999 Stock Option
Plan (incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999, (the "1999 Form 10-
KSB")).
4.7 Form of NQSO Option Agreement issued pursuant to the 1999 Stock
Option Plan (incorporated by reference to the 1999 Form 10-KSB).
10.1 Distributorship Agreement, dated November 2, 1989, between the
Company and Science (incorporated by reference to the 1989 Form
10-K).
10.2 Stock Purchase Agreement, dated November 2, 1989, between the
Company and H.F. Lenfest (incorporated by reference to the Company's
Report on Form 8-K, dated November 15, 1989, (the "1989 Form 8-K")).
10.3 Shareholders' Agreement, dated November 2, 1989, among the Company
and certain of its stockholders (incorporated by reference to the
Company's 1989 Form 8-K).
10.5 Form of Credit Agreement between the Company and H.F. Lenfest
(incorporated by reference to the 1990 Form 10-K).
10.7 Form of Line of Credit Agreement between the Company and H.F.
Lenfest (incorporated by reference to the 1990 Form 10-K).
10.8 Subordinated Promissory Note, dated November 15, 1994 the principal
amount of $541,000 payable to Science Dynamics Corporation
(incorporated by reference to the 1994 Form 10-KSB).
10.10 Letter Agreement dated November 8, 1990 between Science Dynamics
Corporation and H.F. Lenfest (incorporated by reference to the
Company's Report on Form 8-K for November 16, 1990).
10.11 Loan Agreement dated December 24, 1991, between the Company and H.F.
Lenfest (incorporated by reference to the 1991 Form 10-K).
10.12 Lease Agreement for office space and the First Amendment to Lease
dated March 30, 1994 ("Office Lease Agreement"), between the Company
and Bloom Associates (incorporated by reference to the 1994 Form
10-KSB).
10.14 Second Amendment to Office Lease Agreement Dated May 5, 1999,
between the Company and Bloom Associates (incorporated by reference
to the 1999 Form 10-KSB).
10.15 Letter effective as of March 31, 2000, from H.F. Lenfest, waiving
the repayment of loans and accrued interest until January 1, 2002.
(incorporated by reference to the Company's Form 10-QSB for the three
months ended March 31, 2000, (the "3/31/00 Form 10-QSB")).
11. Statement re: Computation of Per Share Earnings (see the Company's
June 30, 2000 Financial Statements included herein).
SIGNATURES
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, thereunto duly authorized.
TELVUE CORPORATION
Dated: 8/03/00 By: /s/Frank J. Carcione
--------------------------------------------
Frank J. Carcione
President (Chief Executive Officer)
Dated: 8/03/00 By: /s/Irene A. DeZwaan
-------------------------------------------
Irene A. DeZwaan
Treasurer (Controller)
<PAGE>
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</TABLE>
