-----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, MvwlNkGa3s58iG3oFttBpVIF697KXVy/7SCsavWsy1FzxHVd/ANa4HMg0p/uqar6 sciLEmzpXdZpYciUDZIxeg== 0001275287-06-004189.txt : 20060807 0001275287-06-004189.hdr.sgml : 20060807 20060807162428 ACCESSION NUMBER: 0001275287-06-004189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS WORLDWIDE COMMUNICATIONS INC CENTRAL INDEX KEY: 0001048422 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 521309227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-38845 FILM NUMBER: 061009288 BUSINESS ADDRESS: STREET 1: 4950 COMMUNICATIONS AVE CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5162265000 MAIL ADDRESS: STREET 1: 4950 COMMUNICATIONS AVE CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: CULTURAL ACCESS WORLDWIDE INC DATE OF NAME CHANGE: 19971023 8-K 1 aw6751.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 7, 2006 ACCESS WORLDWIDE COMMUNICATIONS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-23489 52-1309227 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1820 North Fort Myer Drive, 4th Floor, Arlington Virginia 22209 --------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 292-5210 4950 Communication Avenue, Suite 300, Boca Raton, Florida 33431 --------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On August 3, 2006, Access Worldwide Communications, Inc. (the "Company"), completed the sale of all or substantially all the assets of Telemanagement Services, Inc., a wholly owned subsidiary of the Company, pursuant to the asset purchase agreement dated June 20, 2006, to TMS Professional Markets Group, LLC. The asset sale was for $10.5 million less assumed liabilities. For further information, reference is made to the Registrant's press release, dated August 7, 2006, which is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 Press Release, Access Worldwide Communications, Inc., August 7, 2006 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ACCESS WORLDWIDE COMMUNICATIONS, INC. (Registrant) Date: August 7, 2006 By /s/ Mark Wright -------------------------------- General Counsel, Secretary 3 EX-99.1 2 aw6751ex991.txt EXHIBIT 99.1 Exhibit 99.1 ACCESS WORLDWIDE CLOSES ON THE SALE OF PHARMACEUTICAL MARKETING OPERATION ARLINGTON, Va., Aug. 7 /PRNewswire-FirstCall/ -- Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC), a leading marketing services organization, today announced that it has closed on the sale of all or substantially all the assets of its Telemanagement Services, Inc. d/b/a TMS Professional Markets Group ("Telemanagement Services") division, to TMS Professional Markets Group, LLC, in a cash transaction valued at $10.5 million. With the sale of Telemanagement Services, the company has relocated its corporate office to Arlington, Virginia. "We now operate approximately 700 communications seats in three locations in the US and 350 seats in Manila, Philippines," commented Shawkat Raslan, Chairman and Chief Executive Officer of Access Worldwide. "With the sale of Telemanagement Services we have fully paid our outstanding banking facility and have the necessary resources to continue to expand our off shore capability and capacity. We are actively negotiating for additional capacity in the Philippines." Access Worldwide is an established marketing company that provides a variety of sales, communication and medical education services. Our spectrum of services includes multilingual teleservices, customer service, telecom services, financial services, medical meetings management, medical publishing, editorial support, and database management, among others. Headquartered in Arlington, Virginia, Access Worldwide has about 700 employees in offices throughout the United States and the Philippines. More information is available at http://www.accessww.com. This press release contains forward-looking statements including statements that involve known or unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, include, but are not limited to, the following: Our ability to continue as a going concern if we are unable to generate cash flow and income from operations; our ability to secure financing at a competitive rate; competition from other third-party providers and those clients and prospects who may decide to do work in-house that we currently do for them; our ability to successfully operate the facility in the Philippines; consolidation in the medical, telecommunications and consumer products industries which reduces the number of clients and prospects that are able to be served; potential consumer saturation reducing the need for services; our ability and clients' ability to comply with state, federal and industry regulations; our reliance on a limited number of major clients and the reduction in services performed for or the loss of one or more major clients; our ability to develop or fund the operations of new products or service offerings; our reliance on technology; our reliance on key personnel and labor force and our ability to recruit additional personnel. For a more detailed discussion of these risks and others that could affect results, see our filings with the Securities and Exchange Commission, including the risk factors section of Access Worldwide's Annual Report on Form 10-K for the year ended December 31, 2005 filed with the Securities and Exchange Commission. The Company assumes no duty to update any forward-looking statements. SOURCE Access Worldwide Communications, Inc. -0- 08/07/2006 /CONTACT: Mark Wright, Investor Relations, +1-703-292-5210, mwright@accessww.com, or Richard Lyew, Executive Vice President & CFO, +1-703-292-5210, rlyew@accessww.com, both of Access Worldwide Communications, Inc./ /Web site: http://www.accessww.com/ (AWWC) -----END PRIVACY-ENHANCED MESSAGE-----