-----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, I26xISJJfPrYOq5b/ikWee9Ua8FI5Fenj+6bqAeKtQ9qIA7YpKuOpBTxnMS4QLG8 wPwmNHotSfz/WcIfqoZuAA== 0000950144-00-002822.txt : 20000307 0000950144-00-002822.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950144-00-002822 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: 558221 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): March 1, 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 STAR Telecommunications, Inc. ("STAR") with and into World Access. STAR, based in Santa Barbara, California, provides global telecommunications services to consumers, long distance carriers, multinational corporations and Internet service providers worldwide. STAR provides national and international long distance services, international private line, pre-paid calling cards, dial-around services and international toll-free services. Pursuant to terms of the merger agreement, each share of STAR Common Stock will be converted into .3905 shares of World Access Common Stock. World Access may, at its option, pay up to 40% of the consideration in cash. 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 STAR to be elected to the Board of Directors of World Access. World Access has also agreed to provide bridge financing to STAR in an amount up to $35 million. The merger is subject to the divestiture by STAR of certain of its business segments for minimum net cash proceeds specified in the merger agreement. Any net proceeds in excess of such minimum amounts would increase the merger consideration. The merger is also subject to, among other things, certain regulatory approvals and approval by the shareholders of World Access and STAR. 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 [LOGO] WORLD [LOGO] ACCESS STAR COMMUNICATIONS, INC. WORLD ACCESS AND STAR TELECOM REACH DEFINITIVE MERGER AGREEMENT STAR Telecom's Network Infrastructure and European Operations Enhance Global Strategy Combined Company Positioned to be a Leading Provider of Bundled Voice, Data and Internet Services in Europe ATLANTA, GA and SANTA BARBARA, CA -- February 14, 2000 -- World Access, Inc. (NASDAQ: WAXS) and STAR Telecommunications, Inc. (NASDAQ: STRX) announced today that they have entered into a definitive agreement to merge STAR with and into World Access. Under the terms of the agreement, each share of STAR common stock would be converted into .3905 shares of World Access common stock. World Access may, at its election, pay up to 40% of the merger consideration in cash. Additionally, STAR will be entitled to elect one new director to the World Access Board of Directors. The transaction is expected to close by the end of the second quarter of 2000. The merger is subject to, among other things, certain regulatory approvals, the approval of the shareholders of World Access and STAR, and the divestiture by STAR of certain business segments for specified minimum net cash proceeds. Any net proceeds in excess of the specified minimum proceeds would serve to directly increase the merger consideration. 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 STAR in an amount up to $35 million. John D. Phillips, Chairman and Chief Executive Officer of World Access, said, "Our merger with STAR further strengthens our position in the European long distance market. Our pan-European network will be greatly enhanced with STAR's network assets and licenses in Germany, the largest market in Europe. In addition to 24 international gateway switches and ownership on 17 transoceanic cable systems, STAR also has interconnections between 23 German cities. "This will further accelerate our plan to be a leading provider of bundled voice, data and Internet services to retail customers throughout Europe," Mr. Phillips continued. "In addition, STAR's strong wholesale business provides us with further scale and network economies as we expand our retail presence. We believe that the combined traffic tonnage of STAR and World Access will continue to improve termination costs throughout the world." Chris Edgecomb, Chairman and Chief Executive Officer of STAR Telecom commented, "The merger of World Access and STAR will create a formidable force in the competitive long distance market. The combined global network assets, traffic volumes and retail service offerings will create tremendous operating leverage for the new company. We hope to recognize tremendous synergies from this merger, in the short term and long term, for our customers, employees and shareholders." 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 14 Western European countries and maintain ownership positions in 26 international fiber optic cable networks. 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 STAR merger will be discussed in detail during this call. Donaldson, Lufkin & Jenrette is serving as advisor to World Access with respect to the transaction. Deutsche Banc is serving as advisor to STAR Telecom. ABOUT STAR TELECOM STAR Telecommunications provides global telecommunications services to 2 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 http://www.startel.com. ABOUT WORLD ACCESS 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 U.S. and 13 European countries, World Access' 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 http://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 IDENTITY, 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 AND THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-43497), 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 STAR Telecom Contact: Investor Relations (800) 899-1962 ir@startel.com -----END PRIVACY-ENHANCED MESSAGE-----