Exhibit 99.4
FORM OF LETTER OF TRANSMITTAL FOR CAPSULE STOCKHOLDER
CAPSULE COMMUNICATIONS, INC.
3331 Street Road, Suite 275
Two Greenwood Square
Bensalem, Pennsylvania 19020
____, 2001
TO THE STOCKHOLDERS OF
CAPSULE COMMUNICATIONS, INC.
Dear Stockholder:
At the Special Meeting of Stockholders held ___________, 2001, the
stockholders of Capsule Communications, Inc. ("Capsule") approved the merger
(the "Merger") of Capsule with and into CCI Acquisitions Corp. ("Sub"), a
wholly-owned subsidiary of Covista Communications, Inc. ("Covista"). Pursuant to
the Merger, the holders of shares of Capsule common stock, par value $.001 per
share (the "Capsule Common Stock"), other than Henry G. Luken III, the majority
stockholder Capsule, are entitled to receive 0.1116 shares of Covista common
stock, par value $.05 per share (the "Covista Common Stock"), for each share of
Capsule Common Stock. Henry Luken is entitled to receive .0838 shares of Covista
Common Stock for each share of Capsule Common Stock. Covista will not issue
fractional shares. In lieu of receiving fractional shares, holders of Capsule
Common Stock will receive cash (without interest) in an amount equal to the
product of (i) such fractional share interest to which a Capsule stockholder
(after taking into account all shares of Capsule Common Stock held immediately
prior to the effective time of the Merger by such stockholder) would otherwise
be entitled, multiplied by (ii) $5.99 (the last sale price of Covista Common
Stock on July 17, 2001, the date of the Agreement and Plan of Reorganization.
To exchange your shares of Capsule Common Stock for shares of Covista
Common Stock, please complete and sign the enclosed letter of transmittal and
forward it in the enclosed envelope, together with the certificate(s)
representing your Capsule Common Stock (if available), to American Stock
Transfer and Trust Company, which has been designated as the Exchange Agent for
the Capsule Common Stock. Please take care to follow the instructions contained
in the letter of transmittal.
If you have any questions, require assistance or wish additional copies
of the letter of transmittal, you may telephone the Exchange Agent at (800)
937-5449.
Very truly yours,
Arthur Regan
Secretary
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING
SHARES OF COMMON STOCK
OF
CAPSULE COMMUNICATIONS, INC.
______________, 2001
On ___________, 2001 (the "Effective Time"), Capsule Communications, Inc.
("Capsule") was merged (the "Merger") with and into a wholly-owned subsidiary of
Covista Communications, Inc. ("Covista") pursuant to an Agreement and Plan of
Reorganization, dated as of July 17, 2001 (the "Merger Agreement"), among
Covista, CCI Acquisition Corp.., a wholly-owned subsidiary of Covista, and
Capsule, which Merger Agreement was approved and adopted by the stockholders of
Capsule on ___________, 2001. As a result of the Merger, as of the Effective
Time, each issued and outstanding share of Capsule common stock, $.001 par value
per share ("Capsule Common Stock"), other than the shares of Capsule Common
Stock held by Henry G. Luken, III, the majority stockholder of Capsule, was
converted into the right to receive 0.1116 of one share of Covista common stock,
$.01 par value per share ("Covista Common Stock"), subject to certain
adjustments or a combination of shares of Covista Common Stock and cash. Each
share of Capsule Common Stock held by Henry Luken was converted into the right
to receive 0.0838 of one share of Covista Common Stock, subject to certain
adjustments or a combination of shares of Covista Common Stock and cash
In order to receive certificates representing the shares of Covista Common Stock
into which your shares of Capsule Common Stock have been converted, this Letter
of Transmittal and certificates representing your shares of Capsule Common Stock
should be delivered to American Stock Transfer & Trust Company (the "Exchange
Agent") at the following address:
BY MAIL OR BY HAND
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn: Reorganization Department
Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery. Please carefully review the
instructions on the reverse side of this Letter of Transmittal before completing
this Letter of Transmittal. Please note that your shares of Capsule Common Stock
no longer represent an ownership interest in Capsule, but instead only represent
the right to receive, as applicable, 0.1116 or 0.0838 of one share of Covista
Common Stock for each share of Capsule Common Stock, subject to certain
adjustments or a combination of shares of Covista Common Stock and cash. If you
do not return this Letter of Transmittal and your stock certificates
representing shares of Capsule Common Stock, you will not receive the
certificates representing the shares of Covista Common Stock to which you are
entitled, or any dividends or distributions which may be declared and paid
thereon in the future.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ INSTRUCTIONS ON REVERSE
SIDE CAREFULLY.
PLEASE FILL IN ALL APPLICABLE BLANKS; FOLLOW ALL INSTRUCTIONS
CAREFULLY AND SIGN THIS LETTER OF TRANSMITTAL
IN THE SPACE PROVIDED BELOW
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DESCRIPTION OF CAPSULE COMMUNICATIONS, INC. COMMON STOCK
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CERTIFICATE(S) SURRENDERED
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) TOTAL NUMBER OF SHARES
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATE NUMBER(S) OF REPRESENTED BY
CERTIFICATE(S) CAPSULE COMMON STOCK CERTIFICATES
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TOTAL SHARES
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Ladies and Gentlemen:
In connection with. the merger (the "Merger") of CCI Acquisitions Corp.
(the "Sub"), a wholly owned subsidiary of Covista Communications, Inc.
("Covista"), with and into Capsule Communications, Inc. ("Capsule"), pursuant to
the Agreement and Plan of Reorganization, dated as of July 17, 2001 (the "Merger
Agreement"), by and among the Sub, Covista and Capsule, the undersigned
registered holder(s) of the stock certificates (the "Certificates") formerly
representing shares of common stock of Capsule (the "Shares") listed above,
hereby surrenders the Certificate(s) in exchange for 0.1116 (or in the case of
Henry Luken, 0.0838) of one share of Covista Common Stock for each Share,
subject to certain adjustments, or a combination of shares of Covista Common
Stock and cash.
The undersigned represents that the undersigned has full authority to
surrender the Certificates, free and clear of all liens, claims and
encumbrances. The undersigned will, upon request, execute and deliver any
additional documents reasonably deemed appropriate or necessary by Covista or
the Exchange Agent in connection with the surrender of the Certificate(s). All
authority conferred or agreed to be conferred in this Letter of Transmittal
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned and shall not be affected by, end
shall survive, the death or incapacity of the undersigned.
The undersigned understands that surrender is not made in acceptable form
until receipt by the Exchange Agent of this Letter of Transmittal, or a
facsimile hereof, duly completed and signed, together with all accompanying
evidences of authority in form satisfactory to Covista (which may delegate power
in whole or in part to the Exchange Agent). A1l questions of validity, form and
eligibility of any surrender of Certificates hereunder will be determined by
Covista (which may delegate power in whole or in part to the Exchange Agent) and
such determination shall be final and binding.
The undersigned understands that the certificates of Covista common stock,
and cash for fractional share interests, to be sent to the undersigned in
exchange for the surrendered Certificates will be made as promptly as
practicable after surrender of Certificate(s) is made in acceptable form.
Please issue and deliver the certificates of Covista common stock for the
Certificate(s) surrendered, and the check in payment for the fractional shares
surrendered, pursuant to this Letter of Transmittal to the undersigned at the
address specified above under "DESCRIPTION OF CAPSULE COMMUNICATIONS, INC.
COMMON STOCK" unless otherwise indicated below.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions on Reverse Side)
To be completed ONLY if certificates for shares of Covista Common Stock are to
be issued to someone other than the person or persons whose signature(s)
appear(s) on this Letter of Transmittal or to an address other than shown in the
box above.
Issue Stock Certificate to:
Name:
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Address:
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Taxpayer ID #:
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SIGN HERE
(Please complete substitute Form W-9 below)
Name of Owner(s) Signature of Owner(s) Title(s) (if any)
(Please Print)
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PLEASE NOTE: MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S)
ON STOCK CERTIFICATE(S). IF SIGNATURE IS BY AN OFFICER OF A CORPORATION,
ATTORNEY-IN-FACT, AGENT, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER
PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH FULL
TITLE AND SEE INSTRUCTION 3.
Address:
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Area Code and Telephone:
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GUARANTEE OF SIGNATURE(S)
(See Instruction 1)
PAYOR'S NAME: COVISTA COMMUNICATIONS, INC.
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SUBSTITUTE PART 1: Please provide your TIN in Social Security Number OR
the box at right and certify by Employer Identification Number
signing and dating below
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FORM W-9 PART 2: Check the box if you are NOT subject to backup withholding under
DEPARTMENT OF THE TREASURY the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code of
INTERNAL REVENUE SERVICE 1986 because (1) you have not been notified that you are subject to backup
withholding as a result of failure to report all interest or dividends or (2)
the Internal Revenue Service has notified you that you are no longer
subject to backup withholding [ ]
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PAYOR'S REQUEST FOR TAXPAYER'S PART 3: CERTIFICATION - Under the penalties of perjury, I certify that the
IDENTIFICATION NUMBER ("TIN") AND information provided on this form is true, correct and complete.
CERTIFICATION
Print your name:
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Address:
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[ ] Awaiting TIN
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Signature:
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Date:
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INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Please do not send
your Certificate(s) directly to Capsule or Covista. This Letter of Transmittal
or a facsimile hereof, filled in and signed, must be used in connection with the
delivery and surrender of Certificates. A Latter of Transmittal and the
Certificates must be received by the Exchange Agent in satisfactory form in
order to make an effective surrender. Certificates evidencing all surrendered
Shares, as well as a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth in
order to receive shares of Covista common stock. If Certificates are forwarded
to the Exchange Agent in multiple deliveries, a properly completed and duly
executed Letter of Transmittal must accompany each such delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, CERTIFICATES AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE SURRENDERING
SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Surrender may be made by mail or hand delivery to American Stock Transfer &
Trust Company, as Exchange Agent, at the address shown on the reverse side of
this Letter of Transmittal. A mailing envelope addressed to the Exchange Agent
is enclosed for your convenience.
2. GUARANTEE OF SIGNATURES. Except as otherwise provided below, no
signature guarantee is required on this Letter of transmittal. Signatures on
this Letter of Transmittal must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses) that
is a participant in the Securities Transfer Agents Medallion Program (each an
"Eligible Institution") if (a) the Certificate surrendered herewith is
registered in a name other than that of the parson surrendering the Certificate,
or (b) the registered holder of Certificates surrendered herewith has completed
either the box entitled "SPECIAL DELIVERY INSTRUCTIONS" or the box entitled
"SPECIAL PAYMENT INSTRUCTIONS" on the reverse hereof. See Instruction 3.
3. SIGNATURES ON LETTER OF TRANSMITTAL. If this Letter of Transmittal is
signed by the registered holder(s) of the Certificates surrendered hereby, the
signatures(s) must correspond with the name(s) as they appear on the face of the
Certificate(s) without alteration, enlargement, or any other change whatsoever.
If any Certificate surrendered hereby is owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If this Letter of Transmittal is signed by the registered holder(s) of the
Certificate(s) surrendered hereby, no endorsements of Certificate(s) or separate
stock powers are required, unless payment is to be made to a person other than
the registered holder(s), in which case the Certificate(s) surrendered hereby
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on such
Certificate(s). Signatures on such Certificate(s) and stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Certificate(s) surrendered hereby, the
Certificate(s) surrendered hereby must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
holder(s) appear(s) on such Certificate(s). Signature(s) on such Certificate(s)
and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
Covista of such person's authority so to act must be submitted.
If Certificates are registered in different names (e.g., "John Doe" and "J.
Doe") or different forms of ownership (e.g., as a joint holder and as a
trustee), it will be necessary to fill in, sign and submit as many separate
Letters of Transmittal as there are different registrations of Certificates
surrendered.
4. STOCK TRANSFER TAXES. Covista will bear the liability for any state
stock transfer taxes applicable to the delivery of certificates for shares of
Covista common stock in payment for surrendered Certificate(s), and/or checks in
payment for fractional shares, provided, however, that if any such certificate
or check is to be issued to any person(s) other than the registered holder(s)
of the surrendered Certificate(s) or if surrendered Certificate(s) are
registered in the name of any person other that the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s), such other person or otherwise) payable on account
of the transfer to such other person will be deducted from the amount payable
for such Certificate(s) surrendered, unless evidence satisfactory to Covista of
the payment of such taxes, or exemption therefrom, is submitted. Except as
provided in this Instruction 4, it will not be necessary for transfer tax stamps
to be affixed to the Certificate(s) surrendered hereby.
5. VALIDITY OF SURRENDER; IRREGULARITIES. All questions as to validity,
form and eligibility of any surrender of Certificate(s) hereunder will be
determined by Covista (which may delegate power in whole or in part to the
Exchange Agent), and such determination shall be final and binding. Covista
reserves the right to waive any irregularities or defects in the surrender of
any Certificate(s), and its interpretations of the forms and conditions of the
Merger Agreement and this Letter of Transmittal (including these instructions)
with respect to such irregularities or defects shall be final and binding. A
tender will not be deemed to have been made until all irregularities have been
cured or waived.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the stock certificates
representing shares of Covista common stock are to be issued in the name of
someone other than the person(s) signing this Letter of Transmittal, the box
entitled "SPECIAL PAYMENT INSTRUCTIONS" an the reverse hereof, must be
completed. If checks for surrendered Certificate(s) are to be issued to the
person(s) signing this Letter of Transmittal but are to be sent to an address
other than that shown in the box entitled "DESCRIPTION OF CAPSULE
COMMUNICATIONS, INC. COMMON STOCK" then the box entitled "SPECIAL DELIVERY
INSTRUCTIONS" on the reverse hereof must be completed.
7. ADDITIONAL COPIES. Additional copies of this Letter of Transmittal may
be obtained from the Exchange Agent at the address listed on the reverse hereof.
8. INADEQUATE SPACE. If the space provided on this Letter of Transmittal is
inadequate, the Certificate numbers and number of Shares formerly represented
thereby should be listed on a separately signed schedule affixed hereto.
9. LOST CERTIFICATE(S). If any Certificate(s) have been lost, destroyed or
stolen, such should be indicated on the face of this Letter of Transmittal. You
should also promptly notify the Exchange Agent. You will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost certificates have been followed. No interest will
be paid on amounts due for Certificate(s).
10. SUBSTITUTE FARM W-9. Each person or entity surrendering Certificate(s)
hereby is required to provide the Exchange Agent with a correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9, which is provided under
"IMPORTANT TAX INFORMATION" below, and to indicate that such person or entity is
not subject to backup withholding by checking the box in Part 2 of the form.
Failure to provide the information on the Substitute Form W-9 may subject the
surrendering holder of Shares to a penalty and a 31 percent federal income tax
withholding on the payment of the amounts due for the Certificate(s). The box in
Pant 3 of the form may be checked if you have not been issued a TIN and have
applied for a number or intend to apply for a number in the near future. If the
box in Part 3 is checked and the Exchange Agent is not provided with a TIN
within 60 days, the Exchange Agent will withhold 31 percent on payment of the
amounts due for the Certificate(s) until a TIN is provided to the Exchange
Agent.