-----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, QcSRGvn3KN2JbunkfC5XAmn5VtMQIgNltAJsFYuvsOXJFhYTPh0CxRCPreWwaaCA gbf4n4b43BlkUENGJ3Mptw== 0001275287-06-005215.txt : 20061018 0001275287-06-005215.hdr.sgml : 20061018 20061018101424 ACCESSION NUMBER: 0001275287-06-005215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061013 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061018 DATE AS OF CHANGE: 20061018 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: 061149993 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 aw7513.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) October 13, 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, VA 22209 ---------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 292-5210 N/A -------------------------------------------------------------- (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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On October 13, 2006 (the "Amendment Date"), Access Worldwide Communications, Inc. (the "Company") amended its 5% Convertible Promissory Note, dated July 15, 2003 (the "Amendment"). The Amendment changed (a) the original maturity date of the 5% Convertible Promissory Note dated July 15, 2003 ("Convertible Note I") from October 15, 2006 to October 1, 2009, and (b) the conversion rate from one (1) share of Company common stock, par value $0.01 (the "Common Stock") per dollar invested, to two (2) shares of Common Stock per dollar invested. Prior to the Amendment Date, the Company contacted the Holders of Convertible Note I (the "Holders") and offered each, the following options: (a) to convert their Convertible Note I to shares of Company common stock, par value $0.01, as set forth in Convertible Note I, (b) to receive a payout of principal and any accrued and unpaid interest as set forth in Convertible Note I, or (c) to reinvest their Convertible Note I with the Company in return for the additional consideration set forth in the Amendment. Of the $2.1 million comprising Convertible I (the "Convertible I Principal"), only $115,000 of the Convertible I Principal chose to be paid out their principal and accrued but unpaid interest. The Holders of the remaining Convertible I Principal, which equals $1.985 million (the "Amended Convertible I Principal") chose to reinvest their Amended Convertible I Principal in the Company. The sale of the underlying shares associated with the Amendment was exempt from registration under the Securities Act of 1933 as a private offering to accredited investors under Section 4(2) of the Securities Act and Rule 506 of Regulation D. The amended Convertible I (the "Amended Convertible I") matures the earlier of (a) October 1, 2009 or (b) a change of control. The holder of the amended notes may convert all or any part of the principal amount of the Amended Convertible I, and any accrued and unpaid interest thereon, into shares of Common Stock, at any time after the Amendment Date and until all principal and accrued interest thereon is paid in full, at a conversion price equal to $0.50 per share, as adjusted as provided herein, such that the holder of the Amended Convertible I shall be entitled to receive upon conversion of all or any part of the Amended Convertible I, that number of shares equal to the principal outstanding (and any accrued and unpaid interest thereon) divided by the conversion price. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 99.1 First Amendment to the 5% Convertible Promissory Note between ACCESS WORLDWIDE COMMUNICATIONS, INC., and the Holder. 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: October 18, 2006 By /s/ Mark Wright ---------------------------------- General Counsel, Secretary 3 EX-99.1 2 aw7513ex991.txt EXHIBIT 99.1 Exhibit 99.1 FIRST AMENDMENT TO THE 5% CONVERTIBLE PROMISSORY NOTE THIS FIRST AMENDMENT (the "Amendment") TO THE 5% CONVERTIBLE PROMISSORY NOTE (the "Convertible Note"), dated as of the closing date, July 15, 2003 (the "Closing Date"), is entered into by and between ACCESS WORLDWIDE COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and ____________________________, ("Holder") as of ________________, 2006 (the "Effective Date"). Capitalized terms used and not otherwise defined herein are used as defined in the Convertible Note. WHEREAS, the parties hereto entered into the Convertible Note on the Closing Date; and WHEREAS, it is the desire of the Company and the Holder to amend that certain Convertible Note as of the Effective Date set forth herein, and in accordance with the terms and conditions contained herein. NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. AMENDMENTS. ----------- (a) As of the Effective Date, (a) in paragraph 3, on page 1 of the Convertible Note which states, (a) 39 months from the date of issuance (the "Issuance Date"), shall be deleted and replaced with, (a) October 1, 2009. (b) As of the Effective Date, Section 1. Conversion, paragraph (a), line 4 shall be amended by changing $1.00 per share, to $0.50 per share. SECTION 2. MISCELLANEOUS. -------------- (a) Borrower represents and warrants that as of the Effective Date, all of the representations and warranties set forth herein are true and correct in all material respects and no Default or Event of Default has occurred as of the Effective Date. (b) Except as expressly provided herein, the Convertible Note shall continue in full force and effect, and the unamended terms and conditions of the Convertible Note are expressly incorporated herein and ratified and confirmed in all respects. This Amendment is not intended to be or to create, nor shall it be construed as, a novation or an accord and satisfaction. From and after the date hereof, references to the Convertible Note shall be references to the Convertible Note as amended hereby. (c) This Amendment constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. Neither this Amendment nor any provision hereof may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the parties required to be a party thereto pursuant to the Convertible Note. (d) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE CONVERTIBLE NOTE. AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE CONVERTIBLE NOTE. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates set forth below. ACCESS WORLDWIDE COMMUNICATIONS, INC. Signature: _________________________ Name: _________________________ Title: _________________________ Date: _________________________ HOLDER Signature: _________________________ Name: _________________________ Date: _________________________ -----END PRIVACY-ENHANCED MESSAGE-----