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Covista Communications, Inc. Announces Shareholder's Approval of Equity Sale.


Business Editors

CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Dec. 19, 2002

Covista Communications, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CVST CVST Chinese Visiting Scholars in Toronto (Canada) ) announced today the Shareholder's have overwhelmingly approved the issuance and sale of up to 4,350,000 shares of its common stock for $2.867 per share to its Chairman, Henry G. Luken, III in exchange for a $12,500,000 equity infusion consisting of the conversion of $7,000,000 debt owed to Mr. Luken and the contribution by him of $2,200,000 cash and $3,300,000 in assets, primarily telecommunications switching equipment.

In addition, Shareholders also elected Directors and approved the Company's 2002 Equity Incentive Plan and the selection by the Company's Audit Committee of Deloitte & Touche, as the Company's independent auditors for its fiscal year ending January 31, 2003.

At a Board of Director's meeting held following the Shareholder's Meeting, the Board authorized, with Mr. W. Thorpe McKenzie, a newly elected Director abstaining, the issuance of up to one million shares which includes the sale of 500,000 shares of Common Stock to Mr. McKenzie, for $1,433,500 or $2.867 per share.

John Leach John Leach can refer to :
  • John Leach (judge) (1760–1834), an English judge
  • John Leach (Royal Navy officer) (died 1941), a Royal Navy captain
  • John Leach (writer) (born 1952), British sports historian
, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Covista, stated, "This investment represents the confidence that both Messrs. Luken and McKenzie have in the future of Covista. This infusion of capital greatly improves Covista's Balance Sheet and substantially increases Shareholders' Equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
. With the Company's return to positive cash flow in the quarter ended October 31, 2002 and the increase in sales, I am confident that Covista has accomplished a significant turnaround and should continue to reflect improvements in its operations. We are proud to welcome W. Thorpe McKenzie to our Board and to the Company's Audit Committee. With his background in investment and finance, he brings invaluable expertise to our Board."

About Covista:

Covista is a facilities-based long distance telecommunications, Internet and data services provider with a substantial customer base in the residential, commercial 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 cards, frame relay, Internet access, VPN (Virtual Private Network) A private network that is configured within a public network (a carrier's network or the Internet) in order to take advantage of the economies of scale and management facilities of large networks. , directory assistance and teleconferencing services. The wholesale division provides domestic and international termination services to carriers worldwide. Covista currently owns and operates switches in New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
, Newark, New Jersey, Philadelphia, Dallas, Chattanooga, and Minneapolis. Covista operates Network Operations, call center and information technology facilities in Chattanooga to monitor its switched network and to coordinate its various services. For information on becoming a Covista customer, please telephone 800-805-1000 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 Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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 Internet service provider (ISP)

Company that provides Internet connections and services to individuals and organizations. For a monthly fee, ISPs provide computer users with a connection to their site (see data transmission), as well as a log-in name and password.
, including wireless 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 growth; customer concentration and attrition; the ability to successfully integrate acquired companies; the ability to successfully develop and bring new services to market; inaccurate or incomplete assumptions on the part of management; and other risks discussed in the company's SEC filings, including form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and form 10-Q Form 10-Q

See 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.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Geographic Code:1USA
Date:Dec 19, 2002
Words:692
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