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WGAT.OB > SEC Filings for WGAT.OB > Form 8-K on 21-May-2009All Recent SEC Filings

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Form 8-K for WORLDGATE COMMUNICATIONS INC


21-May-2009

Regulation FD Disclosure


Item 7.01 Regulation FD Disclosure.

On May 20, 2009, WorldGate Communications, Inc. (the "Company") held an earnings conference call to discuss its financial results for the first quarter ended March 31, 2009 and certain other information. The Company disclosed the following information in response to certain questions raised by participants on the conference call:

· The Purchase Agreement, dated April 6, 2009 (the "Purchase Agreement"), between ACN Digital Phone Service, LLC and Ojo Video Phones LLC, a subsidiary of the Company (the "Seller"), provides that ACN Digital Phone Service, LLC has agreed to purchase 300,000 video phones, subject to the terms and conditions of the Purchase Agreement, from the Seller for a price per video phone equal to $40 above the Seller's cost of producing and supplying the video phone (including, without limitation, freight, handling, insurance and overhead). Subject to the terms and conditions of the Purchase Agreement, the Seller expects to begin delivery of the video phones to ACN Digital Phone Service, LLC under the Purchase Agreement beginning in the first calendar quarter of 2010; and

· In order to effectively realize on the strategy of the Company discussed on the earnings conference call, the Company expects to hire an additional 10-20 employees over the next year.

The Company intends to utilize the Safe Harbor provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the forward-looking statements made during the earnings conference call, including, without limitation, the information provided in this Form 8-K. The forward-looking statements include statements regarding the Company's operating strategy going forward and the performance under the Purchase Agreement. These statements are based on the Company's current expectations and are subject to risks and uncertainties, including risks relating to obtaining sufficient funding and developing appropriate technology solutions and the other risks and uncertainties set forth in the Company's 2008 Annual Report on Form 10-K. As a result, the Company's actual results could differ materially from these statements. The presentation made during the earnings conference call, including, without limitation, the information provided in this Form 8-K, was made on the 20th of May 2009 and contains time-sensitive information that is accurate only as of May 20, 2009. The Company does not intend to update the material contained therein or herein.

The information in this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this Form 8-K will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.


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