CVST / Covista Communications, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

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FORM 4

FORM 4 [] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of

McKenzie, W. Thorpe (Last) (First) (Middle) 735 Broad St. Suite 1108 (Street) Chattanooga, TN 37402 (City) (State) (Zip)

FORM 3 (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Very truly yours,

QuickLinks - Click here to rapidly navigate through this document Dear Stockholder: The boards of directors of Covista Communications, Inc.

EX-99.3

PROXY CAPSULE COMMUNICATIONS, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints David B. Hurwitz and Randolph R. Fry (with full power to act without the other and with power to appoint his substitute) as the undersigned's proxies to vote all of the undersigned's shares of common stock of Capsule Communications, Inc., a Delaware corporation (the "Company"), which th

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2002

QuickLinks - Click here to rapidly navigate through this document FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2002 REGISTRATION NO.

EX-99.2

Exhibit 99.2 PROXY COVISTA COMMUNICATIONS, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints A. John Leach, Jr. and Thomas P. Gunning (with full power to act without the other and with power to appoint his or her substitute) as the undersigned's proxies to vote all of the undersigned's shares of common stock of Covista Communications, Inc., a New Jersey corporation

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001

Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2001 REGISTRATION NO.

EX-10.30

Exhibit 10.30 PROMISSORY NOTE DATE: July 2, 2001 - - PRINCIPAL AMOUNT: $4,000,000 - - FOR VALUE RECEIVED, Covista Communications, Inc., a New Jersey corporation (the "MAKER"), does hereby covenant and promise to pay to Henry G. Luken, III, of 400 Fairway Lane, Soddy Daisy, Tennessee 37379 ("PAYEE"), in legal tender of the United States, the Principal Amount set forth above, together with interest

EX-10.29

Exhibit 10.29 INDEMNIFICATION AGREEMENT AGREEMENT made and entered into this day of , (the "Agreement"), by and between Covista Communications, Inc., a New Jersey corporation and its subsidiaries (hereinafter collectively referred to as the "Company"), and (hereinafter referred to as "Indemnitee"). WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to

EX-10.30

Exhibit 10.30 PROMISSORY NOTE DATE: July 2, 2001 - - PRINCIPAL AMOUNT: $4,000,000 - - FOR VALUE RECEIVED, Covista Communications, Inc., a New Jersey corporation (the "MAKER"), does hereby covenant and promise to pay to Henry G. Luken, III, of 400 Fairway Lane, Soddy Daisy, Tennessee 37379 ("PAYEE"), in legal tender of the United States, the Principal Amount set forth above, together with interest

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2001

QuickLinks - Click here to rapidly navigate through this document FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2001 REGISTRATION NO.

EX-10.20

Exhibit 10.20 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of April 1, 2001, by and between Covista Communications, Inc., a New Jersey corporation (the "COMPANY"), and A. John Leach, Jr. ("SUBSCRIBER"). WHEREAS, Subscriber desires to purchase, and the Company desires to sell, 150,000 shares of the Company's common stock, par value $.05 per share (the "COMMON STO

EX-10.24

Exhibit 10.24 PROMISSORY NOTE $200,000 JULY 24, 2001 FOR VALUE RECEIVED, CAPSULE COMMUNICATIONS, INC. with principal offices located at 2 Greenwood Square, 3331 Street Road, Suite 275, Bensalem, Pennsylvania 19020 hereafter referred to as the "Borrower") promises to pay to the order of Covista, Inc. (the "Lender") at its principal office, 150 Clove Road, Little Falls, New Jersey 07424, the sum of

EX-10.17

Exhibit 10.17 EMPLOYMENT AGREEMENT AGREEMENT dated as of May 18, 2000 (the "Effective Date"), by and between TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation, (the "Company" or "Employer"), with offices at 150 Clove Road, Little Falls, New Jersey 07424 and A. John Leach Jr., 4300 Six Forks Road, Raleigh, NC 27609 ("Executive"). WITNESSETH WHEREAS, the Company and Executive desire to en

EX-99.4

Exhibit 99.4 FORM OF LETTER OF TRANSMITTAL FOR CAPSULE STOCKHOLDER CAPSULE COMMUNICATIONS, INC. 3331 Street Road, Suite 275 Two Greenwood Square Bensalem, Pennsylvania 19020 , 2001 TO THE STOCKHOLDERS OF CAPSULE COMMUNICATIONS, INC. Dear Stockholder: At the Special Meeting of Stockholders held , 2001, the stockholders of Capsule Communications, Inc. ("Capsule") approved the merger (the "Merger") o

EX-10.19

Exhibit 10.19 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of April 1, 2001, by and between Covista Communications, Inc., a New Jersey corporation (the "COMPANY"), and Henry G. Luken, III ("SUBSCRIBER"). WHEREAS, Subscriber desires to purchase, and the Company desires to sell, 2,000,000 shares of the Company's common stock, par value $.05 per share (the "COMMON

EX-2.2

Exhibit 2.2 AGREEMENT OF CONTROL AFFILIATE Reference is hereby made to that certain Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of July 17, 2001, by and among Covista Communications, Inc., CCI Acquisitions Corp. and Capsule Communications, Inc. ("Capsule"). Capitalized terms used herein without definition are as defined in the Merger Agreement. As a material inducement

EX-99.3

Exhibit 99.3 PROXY CAPSULE COMMUNICATIONS, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints David B. Hurwitz and Randolph R. Fry (with full power to act without the other and with power to appoint his substitute) as the undersigned's proxies to vote all of the undersigned's shares of common stock of Capsule Communications, Inc., a Delaware corporation (the "Compan

EX-10.23

Exhibit 10 23 TELECOMMUNICATIONS SERVICES AGREEMENT BETWEEN GLOBAL CROSSING BANDWIDTH, INC.

EX-10.22

Exhibit 10.22 EMPLOYMENT AGREEMENT AGREEMENT dated as of March 29, 2001 (the Effective date"), by and between Covista Communications, Inc., a New Jersey corporation, (the "Company" or "Employer") , with offices at 150 Clove Road, Little Falls, New Jersey 07024 and Kevin A. Alward, 182 Powell Road, Allendale, NJ 07401 ("Executive"). ARTICLE I WITNESSETH WHEREAS, the Company and Executive desire to

EX-99.2

Exhibit 99.2 PROXY COVISTA COMMUNICATIONS, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints and (with full power to act without the other and with power to appoint his or her substitute) as the undersigned's proxies to vote all of the undersigned's shares of common stock of Covista Communications, Inc., a New Jersey corporation (the "Company"), which the undersign

EX-10.21

Exhibit 10.21 COMMON STOCK PURCHASE AGREEMENT dated as of February 28, 2001 by and among COVISTA COMMUNICATIONS, INC. and BLINK DATA CORP. and KEVIN A. ALWARD; ELKA PARK SEVEN, LLC; PHILANDER NORTON ALWARD AS TRUSTEE UNDER THE ALWARD CHILDREN'S TRUST, AND THE ALWARD GENERATION-SKIPPING TRUST; and RICHARD GERARD DE HAVEN; MICHELE DE HAVEN AS TRUSTEE UNDER THE BROCK ALEXANDER DE HAVEN TRUST, THE SAM

EX-10.26

Exhibit 10.26 INVESTOR AGREEMENT The undersigned, Gold & Appel Transfer, S.A. ("G&A"), hereby agrees to loan to Capsule Communications, Inc. ("Capsule"), the sum of up to $900,000 (the "Maximum Amount"), G&A will invest funds on the following schedule: $300,000 on March 13, 2001 and $300,000 on May 1, 2001 and $300,000 on June 15, 2001 or later if requested by the president of Capsule. The foregoi

EX-3.1

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF COVISTA COMMUNICATIONS, INC. AS AMENDED This is to certify that we, the undersigned, do hereby associate ourselves in a corporation under and by virtue of the provisions of an Act of the Legislature of the State of New Jersey, entitled, "An Act Concerning Corporations," (Title 14 of the Revised Statutes of 1937) and do severally agree to take the number

EX-10.27

Exhibit 10.27 AMENDMENT NO. 1 TO INVESTMENT AGREEMENT Reference is made to that certain Investment Agreement (the Investment Agreement") dated as of March 20, 2001 by and between Gold & Appel Transfer, S.A. ("G&A"), located at Omar Hodge Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands, and Capsule Communications, Inc. ("Capsule"), located at Ste. 275, 2 Greenwood Square, 3331 St

FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2001

Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2001 REGISTRATION NO.

EX-10.25

Exhibit 10.25 PROMISSORY NOTE $300,000 AUGUST 9, 2001 FOR VALUE RECEIVED, CAPSULE COMMUNICATIONS, INC. with principal offices located at 2 Greenwood Square, 3331 Street Road, Suite 275, Bensalem, Pennsylvania 19020 hereafter referred to as the "Borrower") promises to pay to the order of Covista, Inc. (the "Lender") at its principal office, 150 Clove Road, Little Falls, New Jersey 07424, the sum of

EX-10.18

Exhibit 10.18 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of April 1, 2001, by and between Covista Communications, Inc., a New Jersey corporation (the "COMPANY"), and Kevin Alward ("SUBSCRIBER"). WHEREAS, Subscriber desires to purchase, and the Company desires to sell, 1,000,000 shares of the Company's common stock, par value $.05 per share (the "COMMON STOCK")

EX-3.2

Exhibit 3.2 BY-LAWS OF COVISTA COMUNICATIONS, INC. AS AMENDED ARTICLE I OFFICES Sec. 1. PLACE. The principal office of the corporation shall be at 150 Clove Road, Little Falls, New Jersey 07424. Sec. 2. OTHER PLACES. The corporation may have other offices at such other places as may from time to time be determined by the Board of Directors. Sec. 3. SIGN. The name of the corporation shall be conspi

EX-21.1

Exhibit 21.1 SUBSIDIARIES OF COVISTA COMMUNICATIONS, INC. CCI Acquisitions Corp., a corporation organized under the laws of Delaware. Covista, Inc., a corporation organized under the laws of New Jersey. Covista of New York, Inc., a corporation organized under the laws of New Jersey. Covista Carrier Services, Inc., a corporation organized under the laws of New Jersey. Covista of Virginia, Inc., a c