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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K12g-3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2000
CAPSULE COMMUNICATIONS, INC
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(Exact name of issuer as specified in charter)
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<S> <C> <C>
Delaware 0-22944 22-3055962
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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2 Greenwood Square
3331 Street Road, Suite 275
Bensalem, Pennsylvania 19020
(Address of principal executive offices)
(215) 633-9400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
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As we previously reported in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 8, 1999, at our 1999 Annual
Meeting of Shareholders, our shareholders approved our reincorporation from New
York into Delaware. Our reincorporation was effected in Delaware on April 27,
2000 through a merger of US WATS, Inc. ("USW") into a wholly-owned subsidiary of
USW named Capsule Communications, Inc. ("Capsule"). Upon completion of the
merger, USW ceased to exist as a separate corporation and, by operation of law,
the entire business of USW was acquired by and is now being carried on through
Capsule. Each share of common stock of USW has automatically been converted into
a share of common stock of Capsule, and the shares will continue to trade on the
Nasdaq SmallCap Market under the symbol "CAPS." Pursuant to Rule 12g-3(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"), Capsule's common stock
automatically became registered under Section 12(g) of the Exchange Act.
ITEM 7. EXHIBITS
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2 Agreement and Plan of Merger
99 Press Release
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2
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPSULE COMMUNICATIONS, INC.
/s/ David B. Hurwitz
_________________________________
Date: May 3, 2000 By: David B. Hurwitz
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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2 Agreement and Plan of Merger*
99 Press Release
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*Previously filed as an Exhibit to US WATS, Inc.'s Definitive Schedule 14A filed
with the Commission on October 25, 1999.
4
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Exhibit 99
US WATS, Inc.
For immediate release
Contact: David B. Hurwitz, President & CEO
(215) 633-9400
US WATS, Inc. Announces New Name & Identity for the Company
Bensalem, PA; May 3, 2000 -- US WATS, Inc. (NASDAQ SmallCap: "USWI") announced
today that it has re-incorporated in the state of Delaware and changed its name
to Capsule Communications, Inc.
"Changing the Company's state of incorporation from New York to Delaware is in
the best interest of the Company and our shareholders," stated David B. Hurwitz,
President & CEO of the Company. "Delaware has long been the leading state in
adopting, construing and implementing comprehensive and flexible corporate laws
responsive to the legal and business needs of corporations."
The Re-incorporation will not result in any change in the physical location,
business, management, assets, liabilities, net worth or employee benefit plans
of the Company. The directors and officers of the US WATS prior to the Re-
incorporation will serve as the directors and officers of the Delaware
corporation, Capsule Communications, Inc. Following the Re-incorporation merger,
Capsule Communications Inc.'s common stock will continue to be listed on The
NASDAQ SmallCap Market under the symbol "CAPS." Old shares of Company stock will
automatically convert into shares of Capsule Communications, Inc. on a one-to-
one basis.
For more information on Capsule Communications, Inc., visit the Company's new
corporate web site at www.capsulecom.com
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Capsule Communications, Inc.'s most recent news released and quarterly summary
reports are available via facsimile by calling "Company News On-Call" at
800-758-5804, extension number 926713. This electronic, menu-driven system of PR
NEWSWIRE, allows callers to receive, at no charge, specific "CAPS" news released
and quarterly reports within minutes of request.
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2 Greenwood Square, 3331 Street Road, Suite 275
Bensalem, PA 19020
telephone - 215-633-9400 -- fax - 215-244-3440
