UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

March 19, 2012

Date of Report (Date of earliest event reported)

TelVue Corporation

(Exact name of registrant as specified in its charter)

Delaware

0-17170

51-0299879

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

16000 Horizon Way, Suite 500,

Mt. Laurel, New Jersey 08054

(Address of principal executive offices)

856-273-8888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address,

if changed since last report.)

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:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.0203 ~~UNREGISTERED~~MATERIAL ~~SALE~~MODIFICATIONS OFTO ~~EQUITY~~RIGHTS OF SECURITIES HOLDERS

AsTo ~~previously~~the ~~reported~~extent inrequired aby ~~Current~~Item ~~Report~~3.03 onof Form 8-K ~~filed with the Securities and Exchange Commission on January 11~~, ~~2012, TelVue Corporation (~~the ~~“Company”)~~information ~~executed~~contained ain ~~Debt~~Item ~~Conversion Agreement (the “Debt Conversion Agreement”) with H~~5.F.03 ~~Lenfest, a director and the majority stockholder~~ of ~~the~~this ~~Company,~~Current ~~who~~Report ~~held~~on ~~nine~~Form ~~Line of Credit Notes and a non~~8-~~interest~~K ~~bearing~~is ~~note,~~incorporated ~~issued~~ by ~~the~~reference ~~Company (together, the “Notes”)~~herein. ~~At a Special Meeting of Stockholders on March 12, 2012, the stockholders of the Company authorized and approved the Debt Conversion Agreement and the transactions contemplated thereby.~~

The Company consummated the transactions contemplated by the Debt Conversion Agreement on March 16, 2012. $20,941,000 of the principal amount of the Notes, plus $4,921,082 of accrued but unpaid interest thereon through March 16, 2012 was converted into 73,891,663 shares of the Company’s Common Stock, at a conversion price of $0.35 per share. The remaining $5,000,000 of the principal amount of the Notes was converted into 14,285.714 shares of the Company’s Series A Convertible Preferred Stock. The foregoing description of the Debt Conversion Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Debt Conversion Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The debt conversion took place after the Company’s filing of its Certificate of Amendment to the Certificate of Incorporation of the Company, filed with the Secretary of State for the State of Delaware on March 16, 2012 (the “Certificate of Amendment”). A copy of the Certificate of Amendment is attached to this report as Exhibit 3.1 and incorporated by reference herein.

The 73,891,663 shares of Common Stock and 14,285.714 shares of Series A Convertible Preferred Stock were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption from registration set forth in Section 3(a)(9) of the Securities Act and the shares of Common Stock and the Series A Convertible Preferred Stock bear a restrictive legend. The new securities were issued in exchange for surrender of outstanding securities of the Company and the Company did not pay any person for the solicitation of the exchange.

ITEM 5.03 AMENDMENTS TO THE ARTICLES OF INCORPORATION

On March 1619, 2012, TelVue Corporation (the “Company”) filed with the Secretary of State of the State of Delaware ~~the~~a Certificate of Amendment~~. The~~ ~~purpose~~to of the Certificate of ~~Amendment~~Incorporation ~~was to~~ (ithe “Amendment”) ~~increase~~to ~~the~~implement ~~number~~a of1-for-200 ~~authorized~~reverse ~~shares~~split of ~~Common~~the ~~Stock~~Company’s tocommon ~~600~~stock,~~000,000,~~ par value ~~of one cent (~~$0.01) per share, (~~ii) cancel~~ the ~~existing~~“Common ~~authorized but unissued class of Series A Preferred~~ Stock”) and ~~(iii)~~reduce ~~authorize~~ the ~~issuance~~number of ~~22,500~~authorized shares of aCommon ~~new~~Stock ~~class~~from of600,000,000 ~~Series~~to A3,000,000 ~~Convertible~~(the ~~Preferred~~“Reverse ~~Stock~~Split”), ~~par~~as ~~value~~previously ~~one-tenth~~authorized ofand ~~one~~approved ~~cent~~by ~~($0.001)~~the ~~per~~stockholders ~~share. All~~ of ~~these~~the ~~actions~~Company ~~were~~at ~~necessary~~a toSpecial ~~consummate~~Meeting ~~the~~of ~~actions~~Stockholders ~~contemplated~~on byMarch ~~the~~12, ~~Debt Conversion Agreement~~2012. The ~~Series~~Reverse ASplit ~~Convertible~~will ~~Preferred~~be ~~Stock~~effective isas ~~convertible~~of ~~into~~12:01 ~~shares~~a.m. of(Eastern ~~the~~Time) ~~Company’s~~on ~~Common~~March ~~Stock~~22, at2012, anand ~~initial~~the ~~conversion~~Common ~~price~~Stock ofwill ~~$0.35~~be ~~per~~eligible ~~share. Details~~for ofquotation on the ~~terms~~OTC ~~and~~Market ~~conditions~~Group’s ofquotation ~~the~~service ~~Series~~on Aa ~~Convertible~~post-split ~~Preferred~~basis ~~Stock~~on ~~can~~March be22, ~~found~~2012. inFor ~~the~~a ~~Certificate~~period of ~~Amendment~~20 ~~attached~~business asdays ~~Exhibit~~thereafter, ~~3.1~~the toCompany’s ~~this~~Common ~~Current~~Stock ~~Report~~will onbe ~~Form~~quoted ~~8-K~~under ~~and~~the ~~incorporated~~symbol ~~by reference herein~~TEVED.PK. ~~The~~After ~~Certificate~~20 ofbusiness ~~Amendment~~days, ~~was approved by a vote of~~ the ~~stockholders~~symbol onwill ~~March~~revert ~~12,~~back ~~2012~~to TEVE.PK.

2As a result of the Reverse Split, every two hundred (200) shares of Common Stock will be combined into one (1) share of Common Stock. The Reverse Split affects all of the Company’s Common Stock issued and outstanding immediately prior to the effective time of the Reverse Split as well as the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In lieu of fractional shares to which a holder of the Company’s Common Stock would otherwise be entitled as a result of the Reverse Split, the Company’s transfer agent will pay cash in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Company’s transfer agent of all fractional shares otherwise issuable.

A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS

On March 21, 2012 the Company issued a press release announcing the completion of the debt conversion transaction and Reverse Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 EXHIBITS

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Certificate of Incorporation of TelVue Corporation, filed with the Secretary of State for the State of Delaware on March 1619, 2012.
10.1	Debt Conversion Agreement, dated January 11, 2012, by and between TelVue Corporation and H.F. Lenfest (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2012 and incorporated herein by this reference).
99.1	Press Release, dated March 21, 2012.

SIGNATURE

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 hereunto duly authorized.

Date: March 19, 2012	TelVue Corporation
Date: March 21, 2012	TelVue Corporation
	By:	/s/ John Fell
	Name:	John Fell
	Title:	Treasurer-Controller

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