Filed by Covista Communications, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Capsule Communications, Inc.
Commission File No.: 0-30555
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 has filed 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 a September 27, 2001 press release of
Covista announcing that Covista's New York City switching facility has been
reactivated following the World Trade Center disaster.
NEWS RELEASE
FOR IMMEDIATE RELEASE
COVISTA COMMUNICATIONS, INC. REACTIVATES NEW YORK CITY SWITCHING FACILITY;
PROVIDES EMERGENCY TELECOMMUNICATIONS SERVICES TO AID LOWER MANHATTAN RELIEF
EFFORTS
LITTLE FALLS, N.J. September 27, 2001 Covista Communications, Inc.
(NASDAQ: CVST) announced today that it has reactivated its New York City
switching facility that had been temporarily disabled when the World Trade
Center was attacked on September 11. With the implementation of a completely
reconstructed electric power grid by the local utility provider, full electric
power has been restored to the area, and service is being restored to all
Covista customers who had experienced outages during the last two weeks.
John Leach, Covista's President and Chief Executive Officer, praised the
efforts of all those who had helped to bring the facility back to full
operation. "This has been a remarkable partnership in the face of unimaginably
difficult circumstances. The technical support staff at Alcatel who
manufactured and installed our switch, the building management, the City of
New York, which also is a major tenant in the building, the power company, and
our own engineering and operations staff have worked tirelessly together.
While we still are experiencing the loss of certain facilities operated by
other carriers with whom we interconnect, we anticipate that most of our
customers who have been affected by this outage will be turned back up within
the next 24 hours, and we are looking forward to the early restoration of full
service for everyone in the region."
Covista also announced that it has been providing emergency telecommunications
services to the Business Improvement District which services the World Trade
Center area, commonly known as the Downtown Alliance. Mr. Leach added, "We
were able to take advantage of the fact that our facilities are in the same
building, to run a direct cable connection from our switch to their offices.
We are gratified to be able to assist the ongoing relief effort by providing
essential services under circumstances in which they would not otherwise have
been available."
About Covista:
Covista is a facilities-based long distance telecommunications, Internet and
data services provider with a substantial customer base in both the commercial
and wholesale market segments. Its products and services include a broad range
of voice, data and Internet solutions, including long distance and toll-free
services, calling card, frame relay, Internet access, VPN, directory
assistance and teleconferencing services. The wholesale division provides
domestic and international termination services to carriers worldwide at
competitive rates. Covista currently owns and operates switches in New York
City and Newark, New Jersey, and previously has announced plans to expand to
additional switch sites in Los Angeles, Chicago, Dallas and Chattanooga, as
well as to open a 200-seat call center in Chattanooga. An additional switch
site in the Philadelphia area is expected to be added when the previously-
announced acquisition of Capsule Communications is completed. The Company
previously announced that it has acquired access to nation-wide network
facilities comprising 2,822,400,000 DS-0 channel miles of telecommunications
capacity. Covista operates a Network Operations Center in Northern New Jersey
to monitor its switched network and to coordinate its various services.
Covista processes approximately 95% of all its call volume through its own
facilities. For information on becoming a Covista customer, please telephone
(888) 426-8478 or visit the Company's website at www.covista.com.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS:
This press release contains historical and forward-looking statements 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 Company's plans, objectives, expectations and intentions
involve risks and uncertainties. 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: 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 acquired companies; the ability to successfully
develop and bring new services to market; and other risks discussed in the
company's SEC filings, including Form 10-K and Form 10-Q, which can be
accessed at the SEC Web site at www.sec.gov.
Readers of this release should understand that it is not possible to predict
or identify all such risk factors. Consequently, this list should not be
considered a complete statement of all potential risks or uncertainties.
Covista does not assume the obligation to update any forward-looking
statement, except as is required by applicable law.
Contact:
Covista Communications, Inc.
Tom Gunning
(973) 812-1100
tgunning@covista.com