NT 10-K/A 1 v216637_nt10ka.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
(Amendment No. 1)
NOTIFICATION OF LATE FILING
 
(Check One):            þ Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form N-SAR
 
o Form N-CSR
  
             
 
For period ended: December 31, 2010    
      
         
 
o Transition Report on Form 10-K
      
 
o Transition Report on Form 20-F
      
 
o Transition Report on Form 11-K
      
 
o Transition Report on Form 10-Q
      
 
o Transition Report on Form N-SAR
    
 
For the Transition Period Ended: _________________
    
 
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
 
PART I - REGISTRANT INFORMATION
 
   
 
WorldGate Communications, Inc.
Full Name of Registrant
 
 
Former Name if Applicable
 
3800 Horizon Blvd., Suite 103
Address of Principal Executive Officer (Street and Number)
 
Trevose, PA 19053
City, State and Zip Code
 
 
 
 
 
PART II - RULES 12B-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort of expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
o
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be file on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 PART III - NARRATIVE
 
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously disclosed, the registrant requires additional time to finalize its Annual Report on Form 10-K for the period ended December 31, 2010 due to registrant’s liquidity issues, resignations of its chief executive officer and chief financial officer and reduction in approximately 65% of the registrant’s workforce, all of which were disclosed in the registrant’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 14, 2011.  In addition, the registrant requires additional time to provide its certifying officers with the opportunity to finalize the Annual Report on Form 10-K and provide the certifications required to be included in the Annual Report on Form 10-K.

The registrant is unable to prepare its Annual Report on Form 10-K to properly reflect these events by the required filing date without unreasonable effort and expense.  The registrant does not expect to be able to file its Annual Report on Form 10-K for the period ended December 31, 2010 on or before the fifteenth calendar day following the prescribed due date.

PART IV - OTHER INFORMATION
 
Christopher V. Vitale  
 
(1)
Name and telephone number of person to contact in regard to this notification.
 
 
 
Christopher V. Vitale
 (215) 354-5100  
 
(Name)
(Area Code)
(Telephone Number)
  
 
(2) Have all other periodic reports required under Section 13 or 15(d)of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter)period that the registrant was required to file such reports) been filed? If answer is no, identify reports).
Yes  þ     No  o
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes  o     No  þ

If so, attach an explanation of the anticipated change, both narratively and quantitively, and if appropriate, state the reasons why a reasonably estimate of the results cannot be made.

 
 
 
 
WorldGate Communications, Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
     
       
Date:   March 30, 2011
By:
/s/ Christopher V. Vitale     
    Christopher V. Vitale