-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVrOUHiYrmzbKp/zEI1ib8nMCmAih6DGwtHeSfSQ4XPK2mOqRKnQwpPhFQow4iS8 XukzNgVDm7mv53Af9a87Xg== 0001104659-08-021626.txt : 20080401 0001104659-08-021626.hdr.sgml : 20080401 20080401153319 ACCESSION NUMBER: 0001104659-08-021626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080401 DATE AS OF CHANGE: 20080401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDGATE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001030058 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232866697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25755 FILM NUMBER: 08729230 BUSINESS ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2153545437 MAIL ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 8-K 1 a08-9783_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

The Securities Act of 1934

 

Date of Report (Date of earliest event reported) March 31, 2008

 

WORLDGATE COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-25755

 

23-2866697

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

3190 Tremont Avenue
Trevose, Pennsylvania

 

19053

(Address of Principal Executive Offices)

 

(Zip Code)

 

(215) 354-5100

(Registrant’s Telephone Number, Including Area Code)

 

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))

 

 



 

 

Item 1.01  Entry into a Material Definitive Agreement.

 

On March 31, 2008, the Company entered into a new agreement with Aequus Technologies Corp. and its wholly owned subsidiary, Snap Telecommunications, Inc. (collectively “Aequus”).  This new agreement, inter alia, provides for the (i) resolution of a dispute with Aequus regarding amounts the Company claimed were owed to the Company by Aequus and the termination by the Company of service to Aequus, (ii) payment to the Company by Aequus of approximately $5 million in scheduled payments over the next ten months, (iii) agreement to arbitrate an additional approximately $1.4 million claimed by the Company to be owed by Aequus and (iv) purchase of an additional $1.5 million of video phones by Aequus.  As a result of this new agreement, Aequus will be building a new data center, with support and training the Company has agreed to provide, and upon completion, directly operating a video phone service for the customers which it serves.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 

 

 

99.1

 

Press Release dated April 1, 2008

 

 



 

 

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.

 

 

 

WORLDGATE COMMUNICATIONS, INC.

 

 

 

 

Date:

April 1, 2008

/s/ Randall J. Gort

 

Randall J. Gort

 

Secretary

 

 

2


EX-99.1 2 a08-9783_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

WorldGate and Aequus Technologies Reach Accord for

Long Term Relationship

 

Agreement Provides Capital to WorldGate for Ongoing Operations and Resolves Current Disputes

 

Trevose, PA, April 1, 2008 - WorldGate Communications, Inc. (OTCBB: WGAT.OB), one of the world’s leading providers of video phone products and associated technology, today announced that it has signed a long term agreement with Aequus Technologies Corporation, parent company of Snap Telecommunications Inc., a provider of Video Relay Services (VRS) and Video Remote Interpreting (VRI) services for the deaf and hard of hearing. Along with the resolution of the current disputes with Aequus, the agreement provides for non-dilutive cash payments by Aequus to WorldGate totaling $5 million to provide support and training that will enable Snap!VRS to build and operate their own data center. The Agreement further provides for ongoing purchases of Ojo video phones, including near-term Ojo purchases of approximately $1.5 million. The agreement also enables Aequus to contract with WorldGate on future development projects.

 

“This agreement enables both companies to operate their respective businesses and to develop their individual opportunities while also working collaboratively to enhance the Ojo product line. As a result, Snap!VRS will have continued availability of Ojo video phones and WorldGate will receive an infusion of cash that will provide support for ongoing operations and expansion,” said Hal Krisbergh, CEO of WorldGate.

 

“We have resolved our past issues and can now focus on building our VRS and VRI businesses to the potential we have envisioned, with Ojo serving as a cornerstone of our service offering,” said Richard Schatzberg, CEO of Aequus.

 

This press release may contain forward-looking statements that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions including, without limitation, expressions using the terminology “may,” “plans,” “expects,” “anticipates,” “forecasts,” and expressions which otherwise reflect something other than historical fact are intended to identify forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, including the factors described in the Company’s filings with the Securities and Exchange Commission. The actual results may differ materially from any forward-looking statements due to such risks and uncertainties. No obligation is undertaken to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

 

WorldGate Company Contact:

Jim McLoughlin

(215) 354-5455

jmcloughlin@wgate.com

 

 


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