-----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, AL1F/Tmx7IKrNuiKJbLwrQNnvuBzpU69T3E1OlIoaRc5Gomb59IEqJrCuh2f4Nve ptn7257WZt1Av/x7brIK4g== /in/edgar/work/20000607/0000950144-00-007638/0000950144-00-007638.txt : 20000919 0000950144-00-007638.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950144-00-007638 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAR TELECOMMUNICATIONS INC CENTRAL INDEX KEY: 0001026486 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 770362681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-22581 FILM NUMBER: 650929 BUSINESS ADDRESS: STREET 1: 223 EAST DE LA GUERRA STREET STREET 2: STE 202 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8058991962 MAIL ADDRESS: STREET 1: 223 EAST DE LA GUERRA STREET CITY: SANTA BARBARA STATE: CA ZIP: 93101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCESS INC /NEW/ CENTRAL INDEX KEY: 0001071645 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 582398004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042312025 MAIL ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2200 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: WAXS INC DATE OF NAME CHANGE: 19981006 425 1 0001.txt STAR TELECOMMUNICATIONS, INC. / WORLD ACCESS, INC. 1 Filed by World Access, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: STAR Telecommunications, Inc. Form S-4 Registration Statement File No. 333-37750 WORLD ACCESS AND STAR TELECOM AMEND MERGER AGREEMENT ATLANTA, GA and SANTA BARBARA, CA- June 7, 2000 - World Access, Inc. (NASDAQ: WAXS) and STAR Telecommunications, Inc. (NASDAQ: STRX) announced today that they have amended their merger agreement in order to accommodate STAR's contract for the sale of its subsidiary, PT-1 Communications, Inc., to Counsel Communications LLC. Under the merger agreement, the merger is subject to, among other things, the divestiture by STAR of PT-1 for minimum net cash proceeds of $150 million. Under the amended agreement, the required minimum net cash proceeds from the sale of PT-1 to Counsel has been reduced from $150 million to $120 million. It is anticipated that STAR's agreement for the sale of PT-1 to Counsel, dated June 6, 2000, will generate net cash proceeds in excess of $120 million after taxes and related transaction costs. Further, under the amended merger agreement, each STAR shareholder will receive 0.3866 shares of World Access's stock for each share of STAR stock. This represents a slight reduction from the original exchange ratio of 0.3905. As with the prior agreement, World Access retains the right to pay up to 40% of the merger consideration in cash. John D. Phillips, Chairman and Chief Executive Officer of World Access, said, "We are pleased to have taken this step toward realizing the completion of our relationship with STAR. STAR's assets, particularly in Europe continue to be of strong interest to us and a solid synergistic fit with our strategy to focus on the European retail market. Additionally, we expect that the cash generated by the sale of PT-1 will retire substantially all of STAR's remaining debt." Chris Edgecomb, Chairman and Chief Executive Officer of STAR Telecom commented, "With our agreement to sell PT-1 to Counsel, we anticipate dramatically improving our cash position and enhancing the condition of our balance sheet. We expect to work closely with World Access over the next few months in order to position the companies for rapid integration once the transaction closes." The combination of World Access and STAR will create a leading provider of global telecommunications services. The combined company will operate a state-of-the art pan-European network in 13 Western European countries and maintain ownership positions in 26 international fiber optic cable networks. 2 ABOUT STAR TELECOM STAR Telecommunications provides global telecommunications services to consumers, long distance carriers, multinational corporations and Internet service providers worldwide. STAR provides international and national long distance services, international private line, prepaid calling cards, dial-around services and international toll free services. For more information, visit our website at www.startel.com. ABOUT WORLD ACCESS World Access is focused on being a leading provider of bundled voice, data and Internet services to retail and carrier customers located throughout Europe. Located strategically throughout the United States and 13 European countries, World Access provides end-to-end international communication services over an advanced asynchronous transfer mode internal network that includes gateway and tandem switches, an extensive fiber network encompassing tens of millions of circuit miles and satellite facilities. For additional information regarding World Access, please refer to the Company's website at www.waxs.com. THIS PRESS RELEASE MAY CONTAIN FINANCIAL PROJECTIONS OR OTHER FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE SECURITIES REFORM ACT OF 1995. SUCH STATEMENTS INVOLVE RISKS AND UNCERTAINTIES WHICH MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THESE RISKS INCLUDE: POTENTIAL INABILITY TO IDENTIFY, COMPLETE AND INTEGRATE ACQUISITIONS; DIFFICULTIES IN EXPANDING INTO NEW BUSINESS ACTIVITIES; DELAYS IN NEW SERVICE OFFERINGS; THE POTENTIAL TERMINATION OF CERTAIN SERVICE AGREEMENTS OR THE INABILITY TO ENTER INTO ADDITIONAL SERVICE AGREEMENTS; AND OTHER RISKS DESCRIBED IN THE COMPANY'S SEC FILINGS, INCLUDING THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-79097), BOTH OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS PRESS RELEASE. WORLD ACCESS CONTACT: MICHAEL F. MIES (404-231-2025) SENIOR V.P. OF FINANCE HTTP://WWW.WAXS.COM STAR TELECOM CONTACT: INVESTOR RELATIONS (800) 899-1962 IR@STARTEL.COM World Access and STAR have filed a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by World Access will be available free of charge by writing to: Investor Relations, World Access, Inc., 945 E. Paces Ferry Road, Suite 2200, Atlanta, Georgia 30326, or by telephone request to (404) 231-2025. Documents filed by STAR can be obtained by writing to: Investor Relations, STAR Telecommunications, Inc., 223 East De LaGucrra Street, Santa Barbara, California 93101, or by telephone request (805) 899-1962. The participants (as defined in Instruction 3 to Item 4 of Schedule 14A) in the solicitation of proxies from the World Access stockholders for the approval of the merger include World Access and Walter J. Burmeister, Kirby J. Campbell, Bryan Cipoletti, Stephen J. Clearman, John P. Imlay, Jr., Massimo Prelz Oltramonti, John D. Phillips, John P. Rigas, Carl E. Sanders, Dru A. Sedwick and Lawrence C. Tucker, each a director of World Access. PLEASE SEE WORLD ACCESS' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, FILED ON MARCH 30, 2000, FOR A DESCRIPTION OF THE WORLD ACCESS SECURITY HOLDINGS OF EACH OF THE WORLD ACCESS DIRECTORS. -----END PRIVACY-ENHANCED MESSAGE-----