-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EvGn6wtqJ461KPSbcC0FtJPk5MB8d4qVBY1CuVIjHA558Y9Uf38j2fpmY/uiI9yj sQoCDvTaY8uLNXAPRlG1uQ== 0000950123-02-008072.txt : 20020814 0000950123-02-008072.hdr.sgml : 20020814 20020814180929 ACCESSION NUMBER: 0000950123-02-008072 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020814 GROUP MEMBERS: RSTAR CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RSTAR CORP CENTRAL INDEX KEY: 0001084561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 911836242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58317-02 FILM NUMBER: 02738072 BUSINESS ADDRESS: STREET 1: 3000 EXECUTIVE PKWY SUITE 150 CITY: SAN RAMON STATE: CA ZIP: 94583 BUSINESS PHONE: 9255430300 MAIL ADDRESS: STREET 1: 3000 EXECUTIVE PKWY SUITE 150 CITY: SAN RAMON STATE: CA ZIP: 94583 FORMER COMPANY: FORMER CONFORMED NAME: ZAPME CORP DATE OF NAME CHANGE: 19990701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILAT SATELLITE NETWORKS LTD CENTRAL INDEX KEY: 0000897322 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O GILAT SATELLITE NETWORKS INC STREET 2: 1651 OLD MEADOW RD CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037349401 MAIL ADDRESS: STREET 1: GILAT HOUSE YEGIA KAPAYIM STREET STREET 2: DANIV PARK CITY: KIRYAT ARYE PETAH TI STATE: L3 ZIP: 00000 SC TO-T/A 1 y63126tfsctovtza.txt AMENDMENT NO. 8 TO SCHEDULE TO --------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 AMENDMENT NO. 8 RSTAR CORPORATION (Name of Subject Company (Issuer)) RSTAR CORPORATION (Issuer) GILAT SATELLITE NETWORKS LTD. (Affiliate of Issuer) (Names of Filing Persons (identifying status as offeror, issuer or other person) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 74973F 104 (CUSIP Number of Class of Securities) Gilat Satellite Networks Inc. 1651 Old Meadow Road McLean, Virginia 22102 (703) 734-9401 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Steven G. Tepper, Esq. Jonathan Klein, Esq. Arnold & Porter Piper Rudnick LLP 399 Park Avenue 1251 Avenue of the Americas New York, New York 10022 New York, New York 10020 Tel: (212) 715-1140 Tel: (212) 835-6000 Fax: (212) 715-1399 Fax: (212) 835-6001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. ---------- [X] issuer tender offer subject to Rule 13e-4. ----- [ ] going-private transaction subject to Rule 13e-3. ---------- [ ] amendment to Schedule 13D under Rule 13d-2 ----- Check the following box if the filing is a final amendment reporting the results of the tender offer: [x] This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission ("SEC") on February 14, 2002, relating to the exchange offer (the "Exchange Offer") by rStar Corporation, a Delaware corporation ("rStar"), and Gilat Satellite Networks Ltd., an Israeli corporation and a majority stockholder of rStar ("Gilat"), to exchange up to 6,315,789 shares of rStar common stock, par value $0.01 per share (the "Shares"), for 0.0738 of a Gilat ordinary share and cash consideration in an amount between $0.32 and $1.58, per share, less any required withholding taxes, net to the seller, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Exchange/Prospectus and related Letter of Transmittal filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the Schedule TO. The exact amount of the cash consideration will be calculated pursuant to a formula described in the Offer to Exchange/Prospectus, which is based upon the average closing price for the Gilat ordinary shares over a period of time ending before the expiration of the Exchange Offer. This Amendment No. 8 to the Schedule TO is being filed on behalf of rStar and Gilat. All of the information set forth in the Offer to Exchange/Prospectus and related Letter of Transmittal, each as may be amended from time to time, and any prospectus supplement or other supplement thereto related to the Exchange Offer and filed with the SEC by Gilat and/or rStar, is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO, and is supplemented by the information specifically provided herein. ITEM 11. ADDITIONAL INFORMATION Item 11 is hereby amended and supplemented as follows: On August 2, 2002, rStar consummated its acquisition of the StarBand Latin America business from Gilat, in exchange for which rStar issued to Gilat 43,103,448 shares of rStar common stock. Gilat and rStar issued a joint press release, which is filed as Exhibit(a)(1)(N) hereto, announcing the closing of the StarBand Latin America acquisition on August 5, 2002. On August 9, 2002, in accordance with the provisions of the Offer to Exchange/Prospectus, Gilat and rStar accepted for exchange 6,315,789 shares of rStar common stock validly tendered in the Exchange Offer, which is the maximum number of shares rStar and Gilat had offered to exchange in the Exchange Offer. Gilat and rStar issued a joint press release, which is filed as Exhibit(a)(1)(O) hereto, announcing the completion of the Exchange Offer on August 13, 2002. 1 ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented as follows: (a)(1)(A) Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(B) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Gilat Form F-4 (Post-Effective Amendment No. 1) (333-71422) filed on June 25, 2002). (a)(1)(E) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to the Gilat Form F-4 (Post-Effective Amendment No.1)(333-71422) filed on June 25, 2002). (a)(1)(F) Joint Press Release issued by Gilat and rStar on April 25, 2001 (incorporated by reference to Form 425 filed by rStar on April 25, 2001). (a)(1)(G) Joint Press Release issued by Gilat and rStar on September 10, 2001 (incorporated by reference to Form 425 filed by rStar on September 10, 2001). (a)(1)(H) Joint Press Release issued by Gilat and rStar on January 2, 2002 (incorporated by reference to Form 425 filed by rStar on January 2, 2002). (a)(1)(I) Joint Press Release issued by Gilat and rStar on February 19, 2002.* (a)(1)(J) Joint Press Release issued by Gilat and rStar on April 1, 2002.* (a)(1)(K) Joint Press Release issued by Gilat and rStar on June 25, 2002.* (a)(1)(L) Joint Press Release issued by Gilat and rStar on July 19, 2002.* (a)(1)(M) Joint Press Release issued by Gilat and rStar on July 24, 2002.* (a)(1)(N) Joint Press Release issued by Gilat and rStar on August 5, 2002. (a)(1)(0) Joint Press Release issued by Gilat and rStar on August 13, 2002. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Offer to Exchange/Prospectus (incorporated by reference to the Gilat Form F-4 (Post-Effective Amendment No. 2) (333-71422) filed on June 26, 2002). (a)(5) Report of Gilat on Form 6-K for the month of May 2002 filed on May 20, 2002.* (b) Not applicable. (d.1) Second Amended and Restated Acquisition Agreement, dated December 31, 2001, by and among rStar, Gilat, and Gilat to Home Latin America (Holland) N.V. (incorporated by reference to Exhibit 2.1 to the Gilat Form F-4 (333-71422) filed on January 15, 2002). (d.2) Voting Agreement, dated April 23, 2001, among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse, (ii) rStar, and (iii) Gilat and Gilat Satellite Networks (Holland) B.V.* (g) Not applicable. (h) Not applicable. ------------------- * Previously filed. 2 SIGNATURE After due 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. rSTAR CORPORATION Date: August 14, 2002 By: /s/ Giora Oron - --------------------- -------------------------------- Name: Giora Oron Title: Chief Executive Officer GILAT SATELLITE NETWORKS LTD. Date: August 14, 2002 By: /s/ Yoel Gat - ----------------------- -------------------------------- Name: Yoel Gat Title: Chief Executive Officer 3 INDEX OF EXHIBITS ----------------- Exhibit No. Description ----------- ----------- (a)(1)(A) Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(B) Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(C) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(D) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(E) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to the Gilat Form F-4 (Post-Effective Amendment No. 1)(333-71422) filed on June 25, 2002). (a)(1)(F) Joint Press Release issued by Gilat and rStar on April 25, 2001 (incorporated by reference to Form 425 filed by rStar on April 25, 2001). (a)(1)(G) Joint Press Release issued by Gilat and rStar on September 10, 2001 (incorporated by reference to Form 425 filed by rStar on September 10, 2001). (a)(1)(H) Joint Press Release issued by Gilat and rStar on January 2, 2002 (incorporated by reference to Form 425 filed by rStar on January 2, 2002). (a)(1)(I) Joint Press Release issued by Gilat and rStar on February 19, 2002.* (a)(1)(J) Joint Press Release issued by Gilat and rStar on April l,2002.* (a)(1)(K) Joint Press Release issued by Gilat and rStar on May 25, 2002.* (a)(1)(L) Joint Press Release issued by Gilat and rStar on July 19, 2002.* (a)(1)(M) Joint Press Release issued by Gilat and rStar on July 24, 2002.* (a)(1)(N) Joint Press Release issued by Gilat and rStar on August 5, 2002. (a)(1)(O) Joint Press Release issued by Gilat and rStar on August 13, 2002. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Offer to Exchange/Prospectus (incorporated by reference to the Gilat Form F-4 (Post-Effective Amendment No. 2) (333-71422) filed on June 26, 2002). (a)(5) Report of Gilat on Form 6-K for the month of May 2002 filed on May 20, 2002.* (b) Not applicable. (d.1) Second Amended and Restated Acquisition Agreement, dated December 31, 2001, by and among rStar, Gilat, and Gilat to Home Latin America (Holland) N.V. (incorporated by reference to Exhibit 2.1 to the Gilat Form F-4 (333-71422) filed on January 15, 2002). (d.2) Voting Agreement, dated April 23, 2001, among (i) The Mortensen 2000 Family Resource Trust, The Mortensen Charitable Trust, CAVCO of North Florida, Inc., The Arnouse Charitable Trust and Michael Arnouse, (ii) rStar, and (iii) Gilat and Gilat Satellite Networks (Holland) B.V.* (g) Not applicable. (h) Not applicable. ------------------- * Previously filed. 4 EX-99.A.1.N 3 y63126tfexv99waw1wn.txt JOINT PRESS RELEASE FOR IMMEDIATE RELEASE August 5, 2002 RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD. ANNOUNCE EXPIRATION OF EXCHANGE OFFER AND CLOSING OF RSTAR'S ACQUISITION OF THE STARBAND LATIN AMERICA BUSINESS SAN RAMON, CALIFORNIA, AND PETAH TIKVA, ISRAEL, AUGUST 5, 2002 - rStar Corporation (Nasdaq: RSTRC) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide leader in satellite networking technology, announced today that the exchange offer for up to 6,315,789 shares of rStar common stock expired at 12:00 midnight, New York City time, on Friday, August 2, 2002. In addition, immediately prior to the expiration of the exchange offer, rStar closed its previously announced acquisition of the StarBand Latin America business from Gilat. Approximately 18,935,838 shares of rStar common stock had been tendered in the exchange offer as of 12:00 midnight, New York City time, on Friday, August 2, 2002. Because more than 6,315,789 shares of rStar common stock have been tendered in the exchange offer, the proration provisions described in the Offer to Exchange/Prospectus dated June 25, 2002 will apply. As explained in the Offer to Exchange/Prospectus, because of the difficulty in determining the number of shares of rStar common stock validly tendered and not withdrawn, rStar and Gilat do not expect to announce the final proration factor or exchange any shares validly tendered until about ten Nasdaq trading days after the expiration date. After August 7, 2002, stockholders may obtain preliminary information about the proration factor from the information agent for the exchange offer, Georgeson Shareholder, at their toll-free number (866) 821-0667, or from their brokers. The amount of the consideration to be paid for each share of rStar common stock accepted for exchange will be $1.58 in cash, based upon the formula described in the Offer to Exchange/Prospectus, and 0.0738 of a Gilat ordinary share. Effective on August 2, 2002, the previously announced acquisition by rStar of the StarBand Latin America business from Gilat in exchange for 43,103,448 shares of rStar common stock was consummated. At the Annual Meeting of rStar stockholders, held on April 30, 2002, rStar stockholders approved the acquisition of the StarBand Latin America business. In accordance with the terms of the acquisition agreement between Gilat and rStar, while regulatory approvals -1- required for the transfer of certain of the Latin American operations are pending, Gilat will provide rStar with the economic benefit of such operations until such time as the regulatory approvals have been obtained. The StarBand Latin America business currently operates satellite-based rural telephony networks in certain Latin American countries, as well as high-speed consumer Internet access pilot networks in certain other countries. StarBand Latin America expects to work on a wholesale basis with Latin American ISPs, PTTs and other providers to offer high-speed Internet access via satellite. Its target customer will be the small office/home office and select consumer market segment in Latin America. Effective upon the closing of rStar's acquisition of the StarBand Latin America business, the members of the Board of Directors elected at the April 30, 2002 meeting of rStar stockholders took office. In addition, as described in the Offer to Exchange/Prospectus dated June 25, 2002 and rStar's Proxy Statement for the April 30, 2002 Annual Meeting of its stockholders, effective with the closing of the acquisition, the previously announced resignation of Lance Mortensen as Chairman and CEO of rStar became effective. It is anticipated that Mr. Giora Oron will be appointed as the interim CEO of rStar. ABOUT GILAT SATELLITE NETWORKS LTD. Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc. and Gilat Latin America, is a leading provider of telecommunications solutions based on Very Small Aperture Terminal (VSAT) satellite network technology - with nearly 400,000 VSATs shipped worldwide. Gilat markets the Skystar Advantage, DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster* 360 VSAT products in more than 70 countries around the world. The Company provides satellite-based, end-to-end enterprise networking and rural telephony solutions to customers across six continents, and markets interactive broadband data services. The Company is a joint venture partner in SATLYNX, a provider of two-way satellite broadband services in Europe, with SES GLOBAL and, following the execution of a definitive agreement and regulatory approval, Alcatel Space and SkyBridge, subsidiaries of Alcatel. Skystar Advantage(R), DialAw@y IP(TM) and FaraWay(TM) are trademarks or registered trademarks of Gilat Satellite Networks Ltd. or its subsidiaries. Visit Gilat at www.gilat.com. (*SkyBlaster is marketed in the United States by StarBand Communications Inc. under its own brand name.) ABOUT rSTAR CORPORATION rStar (Nasdaq: RSTRC) through its r)Star Broadband Networks, Inc. subsidiary, develops, provides and manages satellite-based networks for large-scale deployment across corporate enterprises and user communities of interest. rStar's core products include remote high-speed Internet access, data delivery, high-quality video and networking services distributed through its satellite broadband Internet gateway and bi-directional solutions. rStar's technology assures instantaneous, consistent, secure and reliable delivery of content within the rStar network. rStar -2- is located in San Ramon, California, and can be reached at 925-543-0300 or at www.rstar.com on the Web IMPORTANT LEGAL INFORMATION This announcement is neither an offer to purchase shares nor a solicitation of an offer to sell securities. Also, this announcement is not a recommendation with respect to the exchange offer. Gilat has filed a post-effective amendment to its registration statement, of which the Offer to Exchange dated June 25, 2002 is a part, and rStar and Gilat have also filed a tender offer statement regarding the exchange offer. The post-effective amendment to the registration statement and tender offer statement were originally filed with the U.S. Securities and Exchange Commission on June 25, 2002 and February 14, 2002, respectively. We advise all security holders to read the post-effective amendment to the registration statement and the tender offer statement, as well as the amendments to each of these filings, because they contain important information. You can obtain the Gilat post-effective amendment to the registration statement, of which the Offer to Exchange is a part, the rStar and Gilat tender offer statement, and other filed documents for free at the Securities and Exchange Commission's website (www.sec.gov). You can also obtain such documents for free from rStar or Gilat. Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimate", "project", "intend", "expect", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of rStar and Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions. For additional information regarding these and other risks and uncertainties associated with rStar and Gilat's business, reference is made to rStar's and Gilat's reports filed from time to time with the Securities and Exchange Commission The safe-harbor provided by the Private Securities Litigation Reform Act of 1995 is not available to forward-looking statements made in the context of the exchange offer for rStar shares. FOR FURTHER INFORMATION: GILAT COMPANY CONTACT: Tim Perrott Vice President, Investor Relations Gilat Satellite Networks McLean, Virginia 703-848-1515 Tim.Perrott@spacenet.com -3- GILAT INVESTOR RELATIONS CONTACT: Ruder Finn, Inc. Magda Gagliano 212-593-6319 gaglianom@ruderfinn.com RSTAR CORPORATION CONTACT: Juleen Murray 925-543-9239 RSTAR INVESTOR RELATIONS CONTACT: Pondel/Wilkinson Group, Los Angeles (Investor Relations) Cecilia A. Wilkinson/Julie MacMedan 310-207-9300 investor@pondel.com -4- EX-99.A.1.O 4 y63126tfexv99waw1wo.txt JOINT PRESS RELEASE FOR IMMEDIATE RELEASE August 13, 2002 RSTAR CORPORATION AND GILAT SATELLITE NETWORKS LTD. ANNOUNCE COMPLETION OF THE EXCHANGE OFFER SAN RAMON, CALIFORNIA, AND PETAH TIKVA, ISRAEL, AUGUST 13, 2002 - rStar Corporation (Nasdaq: RSTRC) and Gilat Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide leader in satellite networking technology, announced today that, on August 9, 2002, they accepted for exchange 6,315,789 shares of rStar common stock validly tendered in the exchange offer, which is the maximum number of shares rStar and Gilat offered to exchange in the exchange offer. The exchange offer expired at midnight, New York City time, on Friday, August 2, 2002. The exchange agent for the exchange offer advised rStar and Gilat that a total of 19,086,916 shares of rStar common stock had been validly tendered in the exchange offer. Because more than the maximum 6,315,789 shares of rStar common stock had been validly tendered, the proration provisions described in the Offer to Exchange/Prospectus dated June 25, 2002 applied. The exchange agent further advised rStar and Gilat that the final proration factor applicable to each rStar stockholder who validly tendered their shares in the exchange offer is 33.08965 %. The consideration for each of the rStar shares accepted for exchange, consisting of a $1.58 and 0.0738 of a Gilat ordinary share, will be distributed by the exchange agent in the coming weeks. With the completion of the exchange offer and rStar's acquisition of the StarBand Latin America business from Gilat, Gilat's beneficial ownership of the outstanding rStar shares increases to approximately 85 %. ABOUT GILAT SATELLITE NETWORKS LTD. Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet Inc. and Gilat Latin America, is a leading provider of telecommunications solutions based on Very Small Aperture Terminal (VSAT) satellite network technology - with nearly 400,000 VSATs shipped worldwide. Gilat markets the Skystar Advantage, DialAw@y IP, FaraWay, Skystar 360E and SkyBlaster* 360 VSAT products in more than 70 countries around the world. The Company provides satellite-based, end-to-end enterprise networking and rural telephony solutions to customers across six continents, and markets interactive broadband data services. The Company is a joint venture partner in SATLYNX, a provider of two-way satellite broadband services in Europe, with SES GLOBAL and, following the execution of a definitive agreement and regulatory approval, Alcatel Space and SkyBridge, subsidiaries of Alcatel. Skystar Advantage(R), DialAw@y IP(TM) -1- and FaraWay(TM) are trademarks or registered trademarks of Gilat Satellite Networks Ltd. or its subsidiaries. Visit Gilat at www.gilat.com. (*SkyBlaster is marketed in the United States by StarBand Communications Inc. under its own brand name.) ABOUT rSTAR CORPORATION rStar (Nasdaq: RSTRC) through its r)Star Broadband Networks, Inc. subsidiary, develops, provides and manages satellite-based networks for large-scale deployment across corporate enterprises and user communities of interest. rStar's core products include remote high-speed Internet access, data delivery, high-quality video and networking services distributed through its satellite broadband Internet gateway and bi-directional solutions. rStar's technology assures instantaneous, consistent, secure and reliable delivery of content within the rStar network. rStar is located in San Ramon, California, and can be reached at 925-543-0300 or at www.rstar.com on the Web IMPORTANT LEGAL INFORMATION Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. The words "estimate", "project", "intend", "expect", "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. Many factors could cause the actual results, performance or achievements of rStar and Gilat to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions. For additional information regarding these and other risks and uncertainties associated with rStar and Gilat's business, reference is made to rStar's and Gilat's reports filed from time to time with the Securities and Exchange Commission The safe-harbor provided by the Private Securities Litigation Reform Act of 1995 is not available to forward-looking statements made in the context of the exchange offer for rStar shares. FOR FURTHER INFORMATION: GILAT COMPANY CONTACT: Tim Perrott Vice President, Investor Relations Gilat Satellite Networks McLean, Virginia 703-848-1515 Tim.Perrott@spacenet.com GILAT INVESTOR RELATIONS CONTACT: Ruder Finn, Inc. Magda Gagliano 212-593-6319 gaglianom@ruderfinn.com -2- RSTAR CORPORATION CONTACT: Juleen Murray 925-543-9239 RSTAR INVESTOR RELATIONS CONTACT: Pondel/Wilkinson Group, Los Angeles (Investor Relations) Cecilia A. Wilkinson/Julie MacMedan 310-207-9300 investor@pondel.com -3- -----END PRIVACY-ENHANCED MESSAGE-----