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. 1)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)
Sean P. McGuinness, Esq.
Swidler Berlin Shereff Friedman, LLP
3000 K Street, N.W., Suite 300, Washington, D.C. 20007
202-424-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 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 5 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
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CUSIP No. 90337P10 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON: Foundation for the International Non-
governmental Development of Space ("FINDS")
S.S. OR 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) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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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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7 SOLE VOTING POWER
2,164,833 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,833 Shares of Common Stock
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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)
10.44% (based on the information contained in the Issuer's Form 10-Q
filed with the Commission on May 15, 2000)
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14 TYPE OF REPORTING PERSON CO
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This Amendment No. 1 to Schedule 13D filed by FINDS, a Delaware not-for-profit
corporation, with respect to the common stock, par value $0.001 per share (the
"Common Shares"), of Capsule Communications, Inc. (formerly known as US Wats,
Inc.), a Delaware corporation (the "Issuer" or the "Company"), supplements and
amends the Schedule 13D previously filed by FINDS with the Securities and
Exchange Commission (the "SEC") on June 1, 1999 (the "Schedule 13D"). All
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Schedule 13D.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is supplemented as follows:
Between October 4, 1999 and April 19, 2000, FINDS purchased a total of
261,100 Common Shares on the NASDAQ SmallCap Market in over-the-counter
transactions as follows:
Date Number of Shares Price Per Share
10/04/99 6,300 $1.875000
10/04/99 7,500 1.750000
10/04/99 1,200 1.781250
10/07/99 2,500 1.875000
10/11/99 10,000 1.937500
10/13/99 2,000 1.875000
10/13/99 1,300 1.968750
10/13/99 25,300 2.000000
10/14/99 3,700 1.968750
10/14/99 26,300 2.000000
10/19/99 600 1.937500
10/19/99 14,700 2.000000
10/20/99 1,000 1.968750
10/20/99 8,700 2.000000
10/22/99 20,300 2.000000
10/22/99 2,100 1.968750
10/22/99 4,500 1.937500
10/22/99 800 1.812500
10/22/99 4,500 1.937500
10/28/99 6,000 2.000000
01/24/00 5,500 2.000000
01/24/00 100 1.750000
01/24/00 100 1.812500
01/24/00 100 1.875000
01/24/00 100 1.937500
01/25/00 17,400 2.250000
01/25/00 2,100 2.187500
01/25/00 500 2.093750
04/13/00 23,200 2.000000
04/13/00 2,500 1.875000
04/13/00 20,100 1.937500
04/14/00 5,200 2.000000
04/17/00 5,300 2.000000
04/18/00 1,200 1.656250
04/18/00 7,300 1.750000
04/18/00 1,000 1.875000
04/18/00 1,000 1.875000
04/18/00 1,500 1.718750
04/19/00 200 1.625000
04/19/00 500 1.718750
04/19/00 500 1.718750
04/19/00 9,300 1.750000
04/19/00 10,000 1.968750
Total 261,100
Page 3 of 5 Pages
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In addition, pursuant to an Investment Agreement between Gold & Appel
Transfer, S.A., Capsule Communications, Inc. and FINDS, a copy of which is
filed herewith as Exhibit 7.2, on May 30, 2000, FINDS purchased 333,333 Common
Shares at a purchase price of $1.50 per Common Share.
All of the funds used to purchase the above 594,433 Common Shares
acquired by FINDS came from FINDS general corporate funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) FINDS beneficially owns 2,164,833 Common Shares
representing approximately 10.44% of the outstanding Common
Shares, based on the information regarding outstanding
Common Shares contained in the Issuer's Annual Report on
Form 10-Q filed on May 15, 2000.
In addition, Mr. Walt Anderson, the President and a
Director of FINDS, is the Secretary and Attorney-in-Fact
for Gold & Appel, S.A., a British Virgin Islands
corporation, which owns 13,593,701 Common Shares. Mr.
Anderson does not have a controlling interest in FINDS
and thus disclaims beneficial ownership of the Common
Shares held by FINDS.
(b) FINDS has the sole power to vote and dispose of the Common
Shares.
(c) During the 60 days preceding the date of this Statement,
FINDS acquired the Common Shares as reported in Item 3
above.
(d) No other person is known by FINDS to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares
beneficially owned by FINDS.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
FINDS has no contract, arrangement, 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 FINDS, 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.
7.2 Investment Agreement by and among Capsule Communications,
Inc., Gold & Appel Transfer, S.A. and FINDS dated as of
May 19, 2000.
Page 4 of 5 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 Statement is true, complete and
correct.
Date: June 6, 2000
Foundation for the International
Non-governmental Development of
Space, a Delaware not-for-profit
corporation
By: /s/ Walt Anderson
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Walt Anderson, President
Page 5 of 5 Pages
