Filed by Covista Communications, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Capsule Communications, Inc.
Commission File No.: 0-22944
FORWARD-LOOKING STATEMENTS
Some of the statements in this document are "forward-looking statements" and
are made pursuant to the Safe Harbor provisions of the Private Securities
Litigation Act of 1995. Investors are cautioned that forward-looking
statements such as statements of the Companies' plans, objectives,
expectations and intentions, involve risks and uncertainties, and may not be
indicative of future results. The cautionary statements made in this release
should be read as being applicable to all related statements wherever they
appear. Statements containing terms such as "believes," "expects," "plans,"
"projects," "intends," "estimates," "anticipates," or similar terms, are
considered to contain uncertainty and are forward-looking statements. The
actual results could differ materially from those discussed. Factors that
could contribute to such differences include the following: changes in market
conditions and increased competition from other telecommunications and
Internet service providers; government regulations; the volatile and
competitive environment for Internet telephony; advances in competitive
products or technologies that could reduce demand for services; availability
of transmission facilities; management of rapid growth; customer concentration
and attrition; the ability to successfully integrate the combined company; the
ability to successfully develop and bring new services tomarket; and other
risks discussed in the SEC filings of the respective companies, including Form
10-K and Form 10-Q, which can be accessed at the SEC Web site at www.sec.gov.
A reader of this document should understand that it is not possible to predict
or identify all such risk factors. Consequently, the reader should not
consider this list to be a complete statement of all potential risks or
uncertainties. Neither Covista nor Capsule assumes the obligation to update
any forward-looking statement, except as is required by applicable law.
OTHER LEGAL INFORMATION
Covista plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and each of Covista and Capsule expects to mail a Joint Proxy
Statement/Prospectus to its respective stockholders containing information
about the merger. Investors and security holders are urged to read the
Registration Statement and the Joint Proxy Statement/Prospectus carefully when
such documents are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about Covista,
Capsule, the merger and related matters. Investors and security holders will
be able to obtain free copies of these documents through the website
maintained by the U.S. Securities and Exchange Commission at www.sec.gov.
Copies of the joint proxy statement/prospectus and the SEC filings that will
be incorporated by reference therein also can be obtained, without charge, by
directing a request to Covista Communications, Inc., 150 Clove Road, Little
Falls, NJ 07424, Attention: Thomas P. Gunning (973-812-1100), or to Capsule
Communications, Inc., Two Greenwood Square, 3331 Street Road, Suite 275,
Bensalem, PA 19020, Attention: David B. Hurwitz (215-244-3433).
Capsule, its directors, executive officers and certain members of management
and employees may be soliciting proxies from Capsule's shareholders in favor
of the adoption of the merger agreement. A description of any interests that
Capsule's directors and executive officers have in the merger will be
available in the Joint Proxy Statement/Prospectus.
Covista, its directors, executive officers and certain members of management
and employees may be soliciting proxies from Covista's shareholders in favor
of the issuance of Covista shares in connection with the merger. A
description of any interests that Covista's directors and executive officers
have in the merger will be available in the Joint Proxy Statement/Prospectus.
The Communication filed herewith is an August 3, 2001 press release of Covista
announcing an enhanced Network services relationship with Global Crossing Ltd.
NEWS RELEASE
FOR IMMEDIATE RELEASE
COVISTA COMMUNICATIONS, INC. AND GLOBAL CROSSING LTD. ENHANCE
NETWORK SERVICES RELATIONSHIP
LITTLE FALLS, N.J. August 3, 2001 Covista Communications, Inc. (NASDAQ:
CVST) has signed two agreements with Global Crossing Bandwidth, Inc., a
subsidiary of Global Crossing Ltd. (NYSE: GX), for network service solutions,
furthering the expansion of Covista's national telecommunications and data
services network. The primary agreement is a 10-year commitment for
approximately 2.8 billion DS-O channel miles of telecommunications capacity.
The second agreement provides for multiyear interconnection facilities and
network services. As a result of these agreements, Covista's network is
configured to handle more than 100,000 simultaneous telephone calls.
"Global Crossing is pleased to sign a deal that further enhances our existing
relationship with Covista Communications. In addition to assisting Covista in
the execution of its business plans, this agreement highlights our ongoing
commitment to current customers and our ability to continually deliver timely
and cost-effective network solutions, which is paramount to our success in the
Carrier to Carrier marketplace," said Brian Fitzpatrick, president, Global
Crossing Carrier Services.
John Leach, president and CEO of Covista, added, "For the past several months,
we have been developing a comprehensive plan to modernize and to redefine the
Covista business from a Northeast regional provider of wholesale and
commercial long-distance services, to a nationwide provider of
telecommunications, data and Internet services to an enhanced commercial,
residential and wholesale market. These agreements should enable us to
accelerate the launch of our previously announced business initiatives, and
also to seek out new business opportunities aggressively and from a position
of competitive strength."
ABOUT COVISTA
Headquartered in Little Falls, New Jersey, Covista Communications, Inc. is a
facilities-based provider of voice, data and Internet solutions to the
commercial, residential and wholesale carrier markets. Covista offers domestic
and international switched and dedicated communications solutions, providing
businesses and residential customers with a range of competitively priced
state-of-the-art technologies and quality customer care.
For more information about Covista and the products and services that it
offers, please visit www.covista.com.
ABOUT GLOBAL CROSSING
Global Crossing Ltd. (NYSE: GX) provides telecommunications solutions over the
world's first integrated global IP-based network, which will have
approximately 100,000 route miles, reaching 27 countries and more than 200
major cities. Global Crossing serves many of the world's largest
corporations, providing a full range of managed data and voice products and
services. Global Crossing operates throughout the Americas, Europe, and the
Asia/Pacific region, and provides services in Asia through its subsidiary,
Asia Global Crossing (NYSE: AX). Global Crossing Solutions provides
integrated telecommunications solutions, including network outsourcing, to
large global enterprises. Please visit www.globalcrossing.com or
www.asiaglobalcrossing.com for more information.
# # #
Statements made in this press release that state the Company's or management's
intentions, beliefs, expectations, or predictions for the future are forward-
looking statements. Such forward-looking statements are subject to a number
of risks, assumptions and uncertainties that could cause the Company's actual
results to differ materially from those projected in such forward-looking
statements. These risks, assumptions and uncertainties include: the ability
to complete systems within currently estimated time frames and budgets; the
ability to compete effectively in a rapidly evolving and price competitive
marketplace; possible reductions in demand for our products and services due
to competition or changes in industry conditions; changes in the nature of
telecommunications regulation in the United States and other countries;
changes in business strategy; the successful integration of newly-acquired
businesses; the impact of technological change; and other risks referenced
from time to time in the Company's filings with the Securities and Exchange
Commission.
CONTACT COVISTA
Thomas Gunning
Chief Financial Officer
Covista Communications, Inc.
Tel: (973) 812-1100
Fax: (973) 237-6414
Email: tgunning@covista.com