-----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, RqWWkC7uiNARntAyQQxYzueGOrRU7JjNpc6f/ByhaIdQAHyBAsznFld8sHJEDV4W sLQfuOHcBqDY+VGa+KVNcw== 0000950144-00-002820.txt : 20000307 0000950144-00-002820.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950144-00-002820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000211 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD ACCESS INC /NEW/ CENTRAL INDEX KEY: 0001071645 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 582398004 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29782 FILM NUMBER: 558161 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 8-K 1 WORLD ACCESS, INC. 1 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): February 29, 2000 (February 11, 2000) WORLD ACCESS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-29782 58-2398004 (State of (Commission File No.) (I.R.S. Employer Incorporation) Identification No.) 945 E. PACES FERRY ROAD, SUITE 2200 ATLANTA, GEORGIA 30326 (Address of principal executive offices, including zip code) (404) 231-2025 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. On February 11, 2000, World Access, Inc. ("World Access") entered into a definitive agreement to merge with Communication TeleSystems International d/b/a WorldxChange Communications ("WorldxChange"). WorldxChange, a private, multinational telecommunications service provider, operates 45 switches in 12 countries and offers an array of telecommunications services concentrating on the needs of business and residential customers. Pursuant to terms of the merger agreement, shareholders of WorldxChange will receive approximately 31 million shares of World Access Common Stock, subject to adjustment under certain circumstances. In addition, World Access will assume approximately $225 million in WorldxChange debt and will provide bridge financing to WorldxChange in an amount up to $30 million. The merger is expected to close by the end of the second quarter of 2000. The merger agreement also provides that immediately following the effective time of the merger World Access will cause one designee of WorldxChange to be elected to the Board of Directors of World Access. The merger is subject to, among other things, certain regulatory approvals and approval by the shareholders of World Access and WorldxChange. The transaction is intended to qualify as a tax free reorganization and will be accounted for as a purchase transaction. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99 Press Release, issued February 14, 2000.
2 3 SIGNATURE 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. WORLD ACCESS, INC. Date: February 29, 2000 By: /s/ MARTIN D. KIDDER ------------------------- Martin D. Kidder Vice President and Controller 3 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99 Press Release, issued February 14, 2000
4 EX-99 2 PRESS RELEASE 1 EXHIBIT 99 [LOGO] WORLD ACCESS WORLD ACCESS TO ACQUIRE WORLDXCHANGE COMMUNICATIONS Acquisition Accelerates European Retail Strategy Focused on SME Customers WorldxChange's State-of-the-Art, Internet-Based Provisioning, Customer Care and Billing Capabilities Will Serve as the Foundation for European Systems Company Expects to Realize Significant Synergies Through the Combination of Networks and Organizations ATLANTA, GEORGIA - February 14, 2000 - World Access, Inc. (Nasdaq: WAXS) announced today that it has signed a definitive merger agreement with Communication TeleSystems International d/b/a WorldxChange Communications ("WorldxChange"), a private multinational telecommunications service provider. Operating 45 switches in 12 countries, WorldxChange offers an array of telecommunications services concentrating on the needs of its business and residential customers. WorldxChange generated pro-forma revenues in 1999 of approximately $600 million, through its primary operations in North America, Germany, the United Kingdom, France, the Netherlands, Belgium, Australia and New Zealand. Pursuant to the terms of the agreement, shareholders of WorldxChange will receive approximately 31 million shares of World Access common stock, subject to adjustment under certain circumstances. In addition, World Access will assume approximately $225 million in WorldxChange debt. The transaction, which is expected to close by the end of the second quarter, is subject to, among other things, certain regulatory approvals and the approval of the shareholders of World Access and WorldxChange. The merger is intended to qualify as a tax-free reorganization, and will be accounted for as a purchase transaction. World Access has agreed to provide bridge financing to WorldxChange in an amount up to $30 million. WorldxChange will be entitled to elect one director to the World Access Board of Directors. John D. Phillips, Chairman and Chief Executive Officer of World Access, said, "Our acquisition of WorldxChange represents a major step forward in our plans to be a leader in enhanced retail telecommunications services throughout Europe. WorldxChange has a significant presence in key European markets such as the UK, Germany and the Benelux, principally serving SME customers. More importantly, WorldxChange has developed state-of-the-art, Internet-based information management systems, incorporating all key aspects of retail telecom services, including provisioning, billing, fraud protection and customer care. We 2 believe these capabilities are among the finest in the industry, and will serve as the foundation for our retail management systems throughout Europe. In addition to the impressive systems and significant network assets, WorldxChange has a talented and dedicated management team that will play a key role in our strategic development." Walt Anderson, Chairman of WorldxChange, commented, "This is an exciting opportunity for WorldxChange to become part of a company that is focused on leading the consolidation of the fragmented European telecom industry. Our retail and wholesale volumes and expertise, combined with the significant scale and network assets of World Access, will help to solidify World Access' position as a leading provider of bundled voice, data and Internet services to SME markets in Europe. We anticipate that our integration into World Access will result in significant cost savings in the areas of network costing, least cost routing, network operations, and some general and administrative costs. We expect that these savings, together with enhanced product offerings, will further increase our competitiveness as we continue to rapidly grow our European and Pacific retail operations." "The combination of World Access with NETnet, Star and WorldxChange," continued Mr. Phillips, "creates one of the largest independent telecom service companies focused on the European market. The network strengths, attractive retail customer bases, developed sales organizations, and significant traffic tonnage and scale of these operations significantly accelerates our strategic development." World Access is sponsoring a conference call at 4:30 E.S.T. on Wednesday, February 23, 2000 in connection with the release of the Company's year-end 1999 financial results. The acquisition of WorldxChange, as well as the merger with STAR Telecommunications, will be discussed in detail during this call. WorldxChange is a leading global telecommunications company that specializes in providing high-quality, low-cost services to retail and wholesale customers in 13 countries, including the United Kingdom, Germany, the United States, France, The Netherlands, Belgium, Chile, Guatemala, Australia, Canada, and New Zealand. The company operates 45 switches which are connected with an extensive network of owned and leased undersea and land-based fiber optic cables, providing more than 750,000 customers each month with affordable communications services worldwide. World Access is focused on being a leading provider of bundled voice, data and Internet services to key regions of the world. The company competitively provides end-to-end communications services through its redundant digital network which is capable of supporting voice and data services, including frame relay, Internet Protocol (IP), asynchronous transfer mode (ATM) and multimedia applications. Located strategically throughout the US and 13 European countries, World Access's network backbone consists of gateway and tandem switches, linked by an extensive fiber network encompassing tens of millions of circuit miles. For additional information regarding World Access, please refer to the Company's website at www.waxs.com. 3 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 PRODUCT DEVELOPMENTS OR INTRODUCTIONS; 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, 1998, THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1999, JUNE 30, 1999 AND SEPTEMBER 30, 1999 AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-43497), AS SUCH FILINGS HAVE BEEN AMENDED, ALL OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS PRESS RELEASE. WORLD ACCESS CONTACT: NANCY L. DE JONGE MICHAEL F. MIES (404-231-2025) DIRECTOR OF INVESTOR RELATIONS SENIOR VICE PRESIDENT- HTTP://WWW.WAXS.COM & Corporate Communications FINANCE & Treasurer
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