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FILED BY TELECOMMUNICATION SYSTEMS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND DEEMED FILED PURSUANT TO RULE 14a-12 OF THE
SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: XYPOINT CORPORATION
COMMISSION FILE NO.: 0-30821
[TELECOMMUNICATION SYSTEMS LOGO]
COMPANY CONTACT: INVESTOR CONTACT:
Lisa Nolan Doug Poretz
Director -- Media Relations Qorvis Communications, LLC
TeleCommunication Systems, Inc. Investor Relations
410-295-1882 703-744-7800
[email protected] [email protected]
TELECOMMUNICATION SYSTEMS, INC. MOVES CLOSER TOWARD
ACQUISITION OF XYPOINT
SEC DECLARES S-4 REGISTRATION STATEMENT EFFECTIVE
ANNAPOLIS, MD -- January 5, 2001 -- TeleCommunication Systems, Inc. (Nasdaq:
TSYS), a leading developer of wireless messaging software and data solutions,
announced today that the Securities and Exchange Commission (SEC) has declared
the company's recently filed Form S-4 registration statement is now effective.
The filing registers 4,300,000 shares of TCS Class A Common Stock in connection
with its previously announced proposed acquisition of Xypoint Corporation, a
privately held company based in Seattle, Washington.
In the last month, the company has cleared two key milestones regarding the
acquisition of Xypoint by TeleCommunication Systems, Inc. (TCS). Specifically,
the Federal Trade Commission granted early termination of the Hart-Scott-Rodino
waiting period, clearing the way for the proposed acquisition to proceed. In
addition, the SEC declared the Form S-4 registration statement effective.
"Our excitement surrounding the anticipated immediate synergies between the two
companies, through the integration of existing products and services, continues
to grow and we are confident of our ability to aggressively maximize those
benefits. The recent actions move us a step closer to becoming a powerful leader
in the location-based wireless messaging industry." said Maurice B. Tose,
Chairman and CEO of TCS.
As a combined entity, it is expected that Xypoint and TCS will serve more than 7
million subscribers and 27 wireless carriers including Verizon Wireless,
Voicestream, and Vodaphone. The acquisition of Xypoint is expected to accelerate
the ability of TCS to provide its wireless carrier and enterprise customers a
suite of intelligent messaging products and services including high-growth SMS
messaging applications, Internet gateways and instant messaging enhanced with
location, privacy and presence.
"Having completed the regulatory review process and with over 50% of Xypoint
shareholders endorsing the agreement, we are moving with speed to closing and
transition. Both management teams have collaborated to identify and execute
first on the key value drivers of this transaction in order to capture
shareholder value," said Donald Hubbard, Senior Vice President for Corporate
Development at TCS.
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TeleCommunication Systems Moves Closer to Acquisition of Xypoint, Page 2
The offering of the Class A Common Stock will be made only by means of a
prospectus. The prospectus relating to the Class A Common Stock is available
from TeleCommunication Systems, Inc., 275 West Street, Annapolis, Maryland 21401
at (410) 263-7616, attention: Thomas M. Brandt.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. 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.
ABOUT TELECOMMUNICATION SYSTEMS, INC.
TeleCommunication Systems, Inc. of Annapolis, Maryland, is a leading developer
of network applications that enable the delivery of Internet content, short
messages and enhanced data communication services to a wide variety of wireless
devices, including phones, two-way pagers and personal digital assistants. TCS
short message service technology is capable of supporting multiple wireless
carrier protocols from a single platform. Other enhanced carrier infrastructure
products from TCS include Prepaid Wireless, Prepaid Messaging, and Over-the-Air
Provisioning. TCS professional services include development of custom software
applications and communication engineering. Visit the web site at
www.telecomsys.com.
ABOUT XYPOINT
Xypoint hosts a leading software and network services platform for wireless
location and commerce. Xypoint enables content providers, merchants and
corporations to provide their customers and employees the ability to access and
act upon relevant information via any wireless device. Since its founding in
1996, the company has pioneered the field of "location technology" vital to E911
service and now generates revenues from more than 5 million subscribers. This
year, the company launched Infolink(TM), the first Internet service to work with
any digital phone, and Nomad(TM), a wireless e-mail service that allows
subscribers to access and respond to e-mail anytime anywhere, on their current
digital phone. Consumers can register for Infolink and other Xypoint services at
www.webwirelessnow.com. Xypoint serves numerous corporations including Verizon,
U.S. Cellular, Cricket Communications and 12 other carriers. Additionally,
Xypoint has partnered with Critical Path, Kivera, Nexus, Nessicom, AirFlash,
NextBus, Vicinity and GeoVector, along with Paging Network Inc., Metrocall Inc.,
and WebLinkWireless. For more information about Xypoint, please visit
www.xypoint.com.
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This announcement contains forward-looking statements within statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as amended. These
statements are based upon TCS' current expectations and assumptions that are
subject to a number of risks and uncertainties that would cause actual results
to differ materially from those anticipated.
The actual results realized by the Company could differ materially from the
statements made herein, depending in particular upon the risks and uncertainties
described in the company's filings with the Securities and Exchange Commission,
including the risks and uncertainties relating to the ability of the Company to
(i) realize benefits from the merger, (ii) reach profitability as early as
anticipated (iii) continue to rely on Lucent Technologies, Inc. to market and
sell the Company's network applications and for other relevant support, (iv)
continue to rely on Verizon Wireless for e-911 revenue, (v) adapt and integrate
new technologies into its products, (vi) expand its business offerings in the
new wireless data industry, (vii) capitalize on opportunities in the marketplace
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TeleCommunication Systems Moves Closer to Acquisition of Xypoint, Page 3
and the Company's future financial results (viii) develop software without any
errors or defects, (ix) implement its sales and marketing strategies, (x) close
the merger without a significant number of Xypoint shareholders exercising
dissenters' rights. Existing and prospective investors are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to update or revise the
information in this press release, whether as a result of new information,
future events or circumstances, or otherwise, and (xi) the reduction in the
value received by Xypoint shareholders due to a decrease in TCS' trading price.
Existing and prospective investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to update or revise the information in this
press release, whether as a result of new information, future events or
circumstances, or otherwise.
####
TCS has filed a Registration Statement on Form S-4 with the Securities and
Exchange Commission ("SEC"), and the SEC has declared the Registration Statement
effective. The Form S-4 contains a proxy statement/prospectus and other
documents. The Form S-4 contains important information about TCS, Xypoint, the
merger and other related matters. Investors and stockholders should read it
carefully, together with the other documents filed with the SEC in connection
with the merger. A copy of the merger agreement is attached to the proxy
statement / prospectus included in the Form S-4. The Form S-4 and all other
documents filed with the SEC in connection with the merger are available free of
charge at the SEC's Internet web site (http://www.sec.gov). Copies of the proxy
statement/prospectus can also be obtained from TCS, without charge, by directing
a request to TCS at 275 West Street, Annapolis, Maryland 21401, Attention: Tom
Brandt (410-280-1001).
