Friday, May 12, 2000
GlobalSCAPE Files Information Statement for Share Distribution to American Telesource Stockholders
SAN ANTONIO, TEXAS -- American TeleSource International,
Inc. "ATSI" (AMEX: AI) ATSI announced today that its wholly owned
subsidiary, GlobalSCAPE, Inc., has filed an Information Statement and
Form 10 Registration Statement with the Securities and Exchange
Commission in connection with the planned distribution of
approximately 27% of ATSI's ownership in GlobalSCAPE to ATSI's
stockholders. GlobalSCAPE, Inc. (www.globalscape.com), is a leader in
the development, marketing, distribution and support of award winning
Internet-based software in a variety of categories including file
management, multimedia utilities and Web site development tools
targeting both business and consumer markets.
ATSI stockholders will receive a portion of ATSI's 12,920,000 share
ownership in GlobalSCAPE via a distribution made pro rata one share of
GlobalSCAPE Common Stock for each twenty shares of ATSI Common Stock
held as of the Record Date. The Record Date, which must still be set
by ATSI's Board of Directors, is expected to be on or before July 14,
2000. A public announcement of the Record Date will be made at least
ten days prior to the Record Date. Subject to the effectiveness of
the Form 10, the Company expects the distribution of shares to be made
within three weeks after the Record Date.
Although a registration statement is being filed in connection with
the shares to be issued in the distribution, GlobalSCAPE's bylaws
contain provisions restricting their transferability until 180 days
after GlobalSCAPE completes an initial public offering, and its shares
are listed on an exchange or quoted on an automatic quotation system.
ATSI does not intend to list the GlobalSCAPE shares for trading on an
exchange or automatic quotation system prior to an initial public
offering, if one is consummated.
H. Douglas Saathoff, ATSI's Chief Financial Officer, stated, "The Form
10 is a requirement for the distribution to take place, which is the
first step in a plan designed to enhance stockholder value, raise
funds necessary for GlobalSCAPE to accelerate its growth, and enhance
ATSI's financial position. Subsequent to the distribution,
GlobalSCAPE intends to position itself for a future public offering as
appropriate business and market conditions allow. We have reserved
the symbol "CUTE" for a potential listing on the NASDAQ National
Market System."
Mr. Saathoff continued, "We feel that a distribution in the near term
is in the best interest of our stockholders because it gives them the
opportunity to receive direct ownership in GlobalSCAPE at a lower tax
basis, and enhances their ability to participate directly in any
future successes that GlobalSCAPE may enjoy in the public or private
markets. The transfer restrictions are based upon our desire to
maximize the potential for a successful underwriting in the future,
and it is common for an underwriter to require that existing
stockholders restrict the transfer of their shares for a period of 180
days following an initial public offering. Stockholders in ATSI will
also benefit indirectly from any future successes that GlobalSCAPE may
enjoy through ATSI's retained ownership position in GlobalSCAPE."
Arthur L. Smith, ATSI's Chairman and CEO, commented, "The distribution
of GlobalSCAPE stock to the stockholders of ATSI will allow ATSI and
GlobalSCAPE to focus on growing their respective businesses to compete
in two of today's hottest industries, telecommunications and the
Internet. The distribution is the first step in separating the
businesses of ATSI and GlobalSCAPE in a manner that reflects their
different missions and different financial, investment and operating
characteristics so that each can pursue business strategies and
objectives appropriate for its specific business. The separation will
permit our investors, customers, and other constituencies to evaluate
the respective businesses of ATSI and GlobalSCAPE on a stand-alone
basis and will give ATSI stockholders of record the opportunity to
participate directly in the potential of two separate companies,
rather than just one."
American TeleSource International, Inc. is an emerging international
carrier serving certain niche markets in and between Latin America and
the United States. The Company's borderless strategy includes the
deployment of a "next generation" network for more efficient and cost
effective service offerings of domestic and international voice and
data. ATSI has clear advantages over the competition through its
corporate framework consisting of unique licenses, interconnection and
service agreements, network footprint, and extensive retail
distribution.
This news release contains "forward looking statements" (For example,
"The Form 10 is a requirement for the distribution to take place,
which is the first step in a plan designed to enhance stockholder
value, raise funds necessary for GlobalSCAPE to accelerate its growth,
and enhance ATSI's financial position. Subsequent to the
distribution, GlobalSCAPE intends to position itself for a future
public offering as appropriate business and market conditions allow.
We have reserved the symbol "CUTE" for a potential listing on the
NASDAQ National Market System. Stockholders in ATSI will also benefit
indirectly from any future successes that GlobalSCAPE may enjoy
through ATSI's retained ownership position in GlobalSCAPE The
separation will permit our investors, customers, and other
constituencies to evaluate the respective businesses of ATSI and
GlobalSCAPE on a stand-alone basis and will give ATSI stockholders of
record the opportunity to participate directly in the potential of two
separate companies, rather than just one.") which are statements that
describe management's beliefs and expectations about the future. We
have identified forward looking statements by using words such as
"expect," "may" "believe," and "should." Although we believe our
expectations are reasonable, our operations involve a number of risks
and uncertainties, and these statements may turn out not to be true.
Risks that could cause these statements not to be true include loss of
key customers, inability to obtain additional capital, inability to
make payments to suppliers and lenders on time, dilution of our Common
Stock, equipment failures leading to service interruptions, failure to
achieve profitability, and other Risk Factors discussed in filings
made by the Company with the SEC.