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 to market; 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.
The Registration Statement and the Joint Proxy Statement/Prospectus 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 is 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 is available in the Joint Proxy Statement/Prospectus.
The communication filed herewith is a January 9, 2002 joint press release of
Covista and Capsule announcing that the SEC has cleared the Joint Proxy
Statement/Prospectus
NEWS RELEASE
Contacts:
Thomas Gunning David Hurwitz
Chief Financial Officer President and Chief Executive Officer
Covista Communications, Inc. Capsule Communications, Inc.
Tel: (973) 812-1100 Tel: (215) 244-3433
Fax: (973) 237-6414 Fax: (215) 244-3443
Email: tgunning@covistacom.com Email: dhurwitz@capsulecom.com
FOR IMMEDIATE RELEASE
COVISTA AND CAPSULE SEEK STOCKHOLDERS' APPROVAL TO MERGE
LITTLE FALLS, NEW JERSEY AND BENSALEM, PENNSYLVANIA, JANUARY 9, 2002 COVISTA
COMMUNICATIONS, INC. (Covista) (NASDAQ: CVST) and CAPSULE COMMUNICATIONS, INC.
(Capsule) (OTCBB: CAPS.OB) announced today that the SEC has cleared their
Joint Proxy Statement/Prospectus regarding their previously announced merger
proposal, and that on Friday, January 11, 2002, they each will mail definitive
materials to solicit the approval of their respective stockholders for the
merger. The special meetings of the stockholders of both companies to
consider and vote on the merger proposal are scheduled for Friday, February 8,
2002. The record date to identify the stockholders of each company who are
entitled to notice of and to vote at the special meetings was December 11,
2001.
A. John Leach, Jr., Covista's President and Chief Executive Officer, said,
"Now that we have cleared the SEC process, we are moving quickly toward
concluding our acquisition of Capsule and integrating these businesses. The
acquisition of Capsule represents an important step toward our objective of
being a major provider of long distance services."
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Covista stockholders may obtain a copy of the Joint Proxy Statement/Prospectus
without charge upon request from Covista, 150 Clove Road, Little Falls, New
Jersey 07424, Attention: Thomas P. Gunning (973-812-1100). Capsule
stockholders may obtain a copy of the Joint Proxy Statement/Prospectus without
charge upon request from Capsule, 3331 Street Road, Suite 275, Bensalem,
Pennsylvania 19020, Attention, David B. Hurwitz (215-244-3433).
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS FILED WITH
THE SEC BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
INVESTORS MAY ALSO OBTAIN THE FINAL PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS RELATING TO THE PROPOSED MERGER FREE THROUGH THE INTERNET
WEB SITE THAT THE SEC MAINTAINS AT WWW.SEC.GOV.
About Covista:
Covista is a facilities-based long distance telecommunications, Internet and
data services provider with a substantial customer base in the commercial,
residential 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 Philadelphia, Las Vegas, Chicago, Dallas and
Chattanooga. The Company previously announced that it has acquired access to
nation-wide telecommunications network facilities comprising 2,822,400,000 DS-
0 channel miles of additional capacity. The Company operates a Call Center in
Chattanooga, Tennessee to provide customer and back office support for its
residential business, and a Network Operations Center in Little Falls, New
Jersey to monitor its switched network and to coordinate its various services.
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.