SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 17)1
CAPSULE COMMUNICATIONS, INC.
(formerly known as US WATS, INC.)
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
90337P10
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(CUSIP Number)
Walt Anderson
1023 31st Street, N.W., 4th Floor, Washington, D.C. 20007
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 2 of 10
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1. NAME OF REPORTING PERSON: Gold & Appel Transfer, S.A.(1)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
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NUMBER OF 7. SOLE VOTING POWER 14,461,301
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 14,461,301
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,461,301
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.42%(1)
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14. TYPE OF REPORTING PERSON CO
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SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 3 of 10
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1. NAME OF REPORTING PERSON: Foundation for the International Non-
Governmental Development of Space (1)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 51-0377880
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 2,186,433
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 2,186,433
REPORTING -------------------------------------------------------
PERSON WITH: 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,186,433
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.74%(2)
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14. TYPE OF REPORTING PERSON CO
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<PAGE> SCHEDULE 13D/A
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CUSIP No. 90337P10 Page 4 of 10
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1. NAME OF REPORTING PERSON: Walt Anderson(1)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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NUMBER 7. SOLE VOTING POWER 14,461,301
OF SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 2,186,433
OWNED BY ----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 14,461,301
REPORTING ----------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 2,186,433
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,461,301
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.42%(2)(3)
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14. TYPE OF REPORTING PERSON IN
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(1) This Amendment No. 17 ("Amendment No. 17") to Schedule 13D is filed by
Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("Gold &
Appel"), Foundation for the International Non-Governmental Development of
Space, a Delaware corporation ("FINDS"), and Walt Anderson, a natural person
and a U.S. citizen ("Mr. Anderson"), as joint filers, with respect to the
common stock, par value $.001 per share (the "Common Shares"), of Capsule
Communications, Inc., a Delaware corporation (the "Issuer")(f/k/a US Wats,
Inc.). This Schedule 13D amends and/or supplements, as indicated: (A) the
Schedule 13D filed by Gold & Appel and Mr. Anderson as joint filers on
December 5, 1997 (the "Gold & Appel Statement"), as amended by Amendment No.
1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment
No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No.
14, Amendment No. 15 and Amendment No. 16 thereto filed by Gold & Appel and
Mr. Anderson as joint filers on December 17, 1997, January 6, 1998, February
25, 1998, March 17, 1998, March 30, 1998, April 6, 1998, April 10, 1998, April
21, 1998, October 23, 1998, March 26, 1999, June 24, 1999, July 28, 1999,
August 17, 1999, September 30, 1999, June 7, 2000 and August 8, 2000,
respectively; and (B) the Schedule 13D previously filed by FINDS with the
Securities and Exchange Commission (the "SEC") on June 1, 1999 (the "FINDS
Statement"), as amended by Amendment No. 1 thereto filed with the SEC on June
7, 2000.
(2) Percentage based on the number of outstanding Common Shares issued and
outstanding on November 14, 2000, as set forth in the Issuer's Quarterly
Report on Form 10-Q filed with the SEC on November 14, 2000.
(3) Excludes all Common Shares owned of record by FINDS, as to which Mr.
Anderson disclaims beneficial ownership.
Page 5 of 10
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
On November 2, 2000, the Issuer, Startec Global Communications
Corporation, a Delaware corporation ("Startec"), Stars Acquisition Corp.
("Stars"), a Delaware corporation, Gold & Appel and FINDS entered into an
Agreement and Plan of Reorganization (the "Merger Agreement"), a copy of which
was filed with the SEC on November 13, 2000 as Exhibit 2.1 to the Current
Report on Form 8-K of Startec. Pursuant to the Merger Agreement, Stars will
merge with and into the Issuer, which will become a wholly owned subsidiary of
Startec, and each outstanding Common Share will be converted into shares of
the common stock of Startec, as provided in the Merger Agreement (the
"Merger").
In connection with the Merger Agreement, Startec, Stars, Mr. Anderson and
Gold & Appel entered into a Voting Agreement (the "Gold & Appel Voting
Agreement"), a copy of which was filed with the SEC on November 13, 2000 as
Exhibit 99.1 to Current Report on Form 8-K of Startec, pursuant to which,
among other things, Gold & Appel has agreed to vote its Common Shares and any
Common Shares subsequently acquired by it so as to facilitate the consummation
of the Merger.
Also in connection with the Merger Agreement, Startec, Stars, Mr.
Anderson and FINDS entered into a Voting Agreement, a copy of which was filed
with the SEC on November 13, 2000 as Exhibit 99.2 to Current Report on Form 8-
K of Startec, pursuant to which, among other things, FINDS has agreed to vote
its Common Shares and any Common Shares subsequently acquired by it so as to
facilitate the consummation of the Merger.
Page 6 of 10
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Also in connection with the Merger Agreement, the Issuer, Mr. Anderson,
Gold & Appel and FINDS entered into a Termination Agreement, a copy of which
is filed herewith as Exhibit 7.5 (the "Termination Agreement"). The
Termination Agreement terminated the Investment Agreement dated as of May 19,
2000, among the Issuer, Gold & Appel and FINDS, a copy of which was filed with
the SEC as Exhibit 7.2 to Amendment No. 15 to the Gold & Appel Statement, as
amended pursuant to Amendment No. 1 thereto dated as of June 30, 2000, a copy
of which was filed with the SEC as Exhibit 7.2 to Amendment No. 16 to the Gold
& Appel Statement.
On August 7, 2000, Revision LLC, a Delaware limited liability company
("Revision"), Mr. Anderson and Gold & Appel (each, a "Borrower" and
collectively, the "Borrowers") borrowed the aggregate principal sum of
$13,000,000 from Donald A. Burns ("Mr. Burns"), which borrowing was evidenced
by a Promissory Note of even date (the "Note"), a copy of which was filed as
Exhibit 7.2 to Amendment No. 20 to Schedule 13D of Revision and Mr. Anderson
relating to their ownership interests in Covista Communications, Inc.
("Covista") (f/k/a Total Tel USA Communications, Inc.) as filed with the SEC
on August 8, 2000 ("Covista Amendment No. 20"), and secured by a Stock Pledge
Agreement of even date, executed by the Borrowers and FINDS, as "Pledgors,"
and Mr. Burns, as "Pledgee" (the "Stock Pledge Agreement"), a copy of which
was filed with the SEC as Exhibit 7.3 to the Covista Amendment No. 20.
Pursuant to the Stock Pledge Agreement, the Pledgors granted to Mr. Burns a
lien upon and security interest in 2,454,661 shares of the common stock of
Covista owned of record and beneficially by one or more of them (the "Pledged
Covista Shares").
On October 20, 2000, the Stock Pledge Agreement was amended pursuant to
an Amended and Restated Stock Pledge Agreement by and among Gold & Appel,
Revision, FINDS, Mr. Anderson and Mr. Burns (the "Amended Stock Pledge
Agreement"), a copy of which was filed as Exhibit 7.2 to Amendment No. 21 to
the Schedule 13D of Revision and Mr. Anderson relating to their ownership
interests in Covista as filed with the SEC on November 15, 2000. Pursuant to
the Amended Stock Pledge Agreement, certain terms of the original Stock Pledge
Agreement were amended and collateral consisting of 5,671,300 Common Shares
owned by Gold & Appel were pledged as additional collateral (the "Pledged
Capsule Shares") (the Pledged Covista Shares and the Pledged Capsule Shares
herein sometimes collectively the "Pledged Shares")(as defined in the Amended
Stock Pledge Agreement).
Pursuant to the Amended Stock Pledge Agreement, the Pledgors have granted
to Mr. Burns a lien upon and security interest in the Pledged Shares and
certain other rights relative to such Pledged Shares, as more specifically
described in the Amended Stock Pledge Agreement. In brief, the Amended Stock
Pledge Agreement provides that the Pledgors retain all voting power with
respect to the Pledged Shares unless and until an Event of Default (as defined
in the Amended Stock Pledge Agreement)occurs. According to the terms of the
Amended Stock Pledge Agreement, an Event of Default will occur if, among other
things, (a) the Borrowers fail to make any payment of principal or interest on
the Note when due in accordance with the terms of the Note or fail to make any
other payment under the Note or the Amended Stock Pledge Agreement within
three business days after any such other amount becomes due; or (b) the
Borrowers fail to perform or observe any covenant or other agreement contained
in the Note or the Amended Stock Pledge Agreement.
Page 7 of 10
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In the event that an Event of Default occurs and is continuing, among
other things, (a) no Pledgor may exercise any voting or other consensual
rights with respect to the Pledged Shares without the prior written consent of
the Pledgee; (b) the right, if any, of any Pledgor to receive cash dividends
in respect of the Pledged Shares shall cease and all such dividends shall be
payable directly to the Pledgee; and (c) if the Pledgee has notified the
Pledgors that it elects to exercise the Pledgee's right to exercise voting and
other consensual rights with respect to the Pledged Shares, all rights of
Pledgor to exercise such rights shall cease and shall become immediately
vested in the Pledgor, as more specifically described in the Amended Stock
Pledge Agreement.
Pursuant to the Amended Stock Pledge Agreement, the Pledgors have agreed
to register the Pledged Capsule Shares for resale under the Securities Act of
1933, as amended, if the Agreement terminates without the Merger having
occurred.
Pursuant to the Amended Stock Pledge Agreement, the Pledgee has agreed
to be bound by the transfer limitations and voting requirements imposed upon
Gold & Appel pursuant to the Gold & Appel Voting Agreement.
In addition to the arrangements described above, Revision, FINDS and Mr.
Anderson reserve the right, from time to time, to enter into customary margin
loan arrangements under which the Common Shares may be pledged as collateral.
Other than as described above, neither Gold & Appel, FINDS nor Mr.
Anderson has any agreement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer, including but
not limited to the transfer of any of the Common Shares beneficially owned by
Gold & Appel, FINDS or Mr. Anderson, finder's fees, joint ventures, guarantees
of profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
7.1 Joint Filing Agreement with respect to the joint filing of
this Amendment No. 17 to Schedule 13D.
7.2 Agreement and Plan of Reorganization dated as of November 2,
2000 by and among Startec Global Communications Corporation, Stars Acquisition
Corp., Capsule Communications, Inc., Gold & Appel Transfer, S.A. and
Foundation for the International Non-Governmental Development of Space
(Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K of
Startec Global Communications Corporation filed with the SEC on November 13,
2000.)
7.3 Voting Agreement dated as of November 2, 2000 between Startec
Global Communications Corporation, Stars Acquisition Corp., Walt Anderson and
Gold & Appel Transfer, S.A. (Incorporated by reference to Exhibit 99.1 to
Current Report on Form 8-K of Startec Global Communications Corporation filed
with the SEC on November 13, 2000.)
7.4 Voting Agreement dated as of November 2, 2000 between Startec
Global Communications Corporation, Stars Acquisition Corp., Walt Anderson and
Foundation for the International Non-Governmental Development of Space.
(Incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of
Startec Global Communications Corporation filed with the SEC on November 13,
2000.)
Page 8 of 10
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7.5 Termination Agreement, dated as of November 2, 2000, by and
among Capsule Communications, Inc., Walt Anderson, Gold & Appel Transfer, S.A.
and Foundation for the International Non-Governmental Development of Space.
7.6 Promissory Note, dated as of August 7, 2000, in the original
principal amount of $13,000,000 made by Gold & Appel Transfer, S.A., Revision
LLC and Walter C. Anderson in favor of Donald A. Burns. (Incorporated by
reference to Exhibit 7.2 to Amendment No. 20 to the Schedule 13D of Revision
LLC and Walt Anderson relating to their ownership interests in Covista
Communications, Inc. (f/k/a Total Tel USA Communications, Inc.) filed with the
SEC on August 8, 2000.)
7.7 Amended and Restated Stock Pledge Agreement dated as of
October 20, 2000 by and among Gold & Appel Transfer, S.A., Revision LLC,
Foundation for the International Non-Governmental Development of Space, Walter
C. Anderson and Donald A. Burns. (Incorporated by reference to Exhibit 7.2 to
Amendment No. 21 to the Schedule 13D of Revision LLC and Walt Anderson
relating to their ownership interests in Covista Communications, Inc. (f/k/a
Total Tel USA Communications, Inc.) filed with the SEC on November 16, 2000.)
Page 9 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 17 to Schedule
13D is true, complete and correct.
Date: November 15, 2000
Gold & Appel Transfer, S.A.,
a British Virgin Islands corporation
By: /s/ Walt Anderson
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Walt Anderson, Attorney-in-Fact
Foundation for the Independent Non-
Governmental Development of Space,
a Delaware corporation
By: /s/ Walt Anderson
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Walt Anderson, President
Walt Anderson, Individually
/s/ Walt Anderson
-----------------------------------
Walt Anderson
Page 10 of 10 Pages
