-----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, PGK7RJOC26tZcOyr7ncXO7nD7U74bjxJrOA1MxYwVBG2BVlV6M9QHWLcmqZC7ldm YXFO22Yj1wbK5o1N423FTw== /in/edgar/work/20000719/0000950144-00-008881/0000950144-00-008881.txt : 20000920 0000950144-00-008881.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008881 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990831 FILED AS OF DATE: 20000719 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 000-29782 FILM NUMBER: 675515 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 11-K 1 e11-k.txt WORLD ACCESS, INC. 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGES COMMISSION WASHINGTON, D.C. ------------------------ FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to ______________ Commission File Number 0-29782 ------- WORLD ACCESS, INC. RETIREMENT AND SAVINGS PLAN (Full Title of Plan) WORLD ACCESS, INC. (Exact name of issuer as specified in its charter) 945 E. PACES FERRY ROAD, SUITE 2200, ATLANTA, GEORGIA 30326 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 231-2025 ================================================================================ 2 REQUIRED INFORMATION Item 1. Not applicable. Item 2. Not applicable. Item 3. Not applicable. Item 4. Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA have been included as Exhibit 1 hereto. EXHIBITS 1. Audited financial statements for the World Access, Inc. Retirement and Savings Plan, including statements of net assets available for plan benefits as of August 31, 1999 and 1998 and related statements of changes in net assets available for plan benefits for the years then ended, together with notes and schedules thereto. 2. Consent of Ernst & Young LLP with respect to the financial statements for the World Access, Inc. Retirement and Savings Plan. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the World Access, Inc. Retirement and Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 19th day of July, 2000. World Access, Inc. Retirement and Savings Plan By: /s/ MARK A. GERGEL -------------------------------------- Mark A. Gergel Trustee of the Plan 2 EX-1 2 ex1.txt AUDITED FINANCIAL STATEMENTS 1 EXHIBIT 1. AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES World Access, Inc. Retirement and Savings Plan Years ended December 31, 1999 and 1998 with Report of Independent Auditors 2 World Access, Inc. Retirement and Savings Plan Audited Financial Statements and Supplemental Schedules Years ended August 31, 1999 and 1998 CONTENTS Report of Independent Auditors ............................................ 1 Audited Financial Statements Statements of Net Assets Available for Benefits ........................... 2 Statements of Changes in Net Assets Available for Benefits ................ 3 Notes to Financial Statements ............................................. 4 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes ................ 11 Line 27d - Schedule of Reportable Transactions ............................ 12 Line 27f - Schedule of Non-Exempt Transactions ............................ 13
3 Report of Independent Auditors Plan Administrator World Access, Inc. Retirement and Savings Plan We have audited the accompanying statements of net assets available for benefits of World Access, Inc. Retirement and Savings Plan as of August 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at August 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of August 31, 1999, reportable transactions and non-exempt transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Atlanta, Georgia June 7, 2000 1 4 World Access, Inc. Retirement and Savings Plan Statements of Net Assets Available for Benefits
AUGUST 31, 1999 1998 ------------------------- ASSETS Investments, at fair value $6,217,140 $2,722,682 Receivables: Participants' contributions 111,904 62,497 Employer's contribution 27,525 18,693 Interest income 1,718 -- ------------------------- Total receivables 141,147 81,190 ------------------------- Total assets 6,358,287 2,803,872 LIABILITIES Due to broker 48,227 -- ------------------------- Net assets available for benefits $6,310,060 $2,803,872 =========================
See accompanying notes. 2 5 World Access, Inc. Retirement and Savings Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED AUGUST 31 1999 1998 ------------------------------ Additions to net assets attributed to: Contributions: Participants $ 1,503,744 $ 658,225 Employer 431,368 171,858 ------------------------------ 1,935,112 830,083 Transfer from related plans 2,282,765 -- Investment income 157,709 39,946 Net appreciation (depreciation) in fair value of investments (19,030) (598,302) ------------------------------ 4,356,556 271,727 Deductions from net assets attributed to: Benefit payments 849,768 96,270 Administrative expenses 600 -- ------------------------------ 850,368 96,270 ------------------------------ Net increase 3,506,188 175,457 Net assets available for benefits at beginning of year 2,803,872 2,628,415 ------------------------------ Net assets available for benefits at end of year $ 6,310,060 $ 2,803,872 ==============================
See accompanying notes. 3 6 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements August 31, 1999 1. DESCRIPTION OF THE PLAN The following description of World Access, Inc. (the "Company") Retirement and Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. GENERAL The Company established the Plan effective July 1, 1989 as a defined contribution plan as defined under Section 401(k) of the Internal Revenue Code (the "Code"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Company representatives served as trustee of the Plan for the first three quarters of the 1998 Plan year. The Plan was amended and restated to appoint Merrill Lynch Trust Company (the "trustee") as trustee of the Plan's investments effective June 1, 1998. In 1999, the Company merged NACT 401(k) Plan (the "NACT Plan") and The Cherry Communications 401(k) Plan (the "Resurgens Plan") into the Plan. The net assets of the NACT Plan and Resurgens Plan were transferred in-kind and were allocated by the trustee to the participant accounts in accordance with the direction of the participants. Such contributed funds from the merged plans totaled approximately $2.3 million. ELIGIBILITY The Plan covers all employees of the Company and certain participating affiliates who have attained 21 years of age and completed one-half year of service, as defined in the Plan document. Prior to June 1, 1998, employees were required to complete one year of service, as defined. Participating affiliates in the Plan include AIT, Westec, Sunrise, NACT, ATI Wireless, Galaxy, CIS, and Cherry Communications (Resurgens). CONTRIBUTIONS Participation is voluntary and eligible employees may elect to contribute up to 15% of their compensation through payroll deductions, as defined by the Plan document and subject to statutory limitations. The Company matches 50 percent of all participant contributions up to and including 6 percent of each participant's compensation for those 4 7 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) CONTRIBUTIONS (CONTINUED) participants credited with a year of service, as defined by the Plan document. The Company match is provided through the issuance of Company stock. An annual profit sharing contribution may be contributed at the option of the Company's Board of Directors. No profit sharing contribution was made during the years ended August 31, 1999 and 1998. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings. Allocations are based on participant earnings or account balances, as defined in the Plan agreement. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company match portion of their accounts is based on the number of years of credited service with the Company. A participant is 100 percent vested after four years of credited service (25% per year). Non-vested account balances are forfeited and are used to reduce future Company contributions. Approximately $0 and $8,200 of forfeited account balances were used to reduce Company contributions during the years ended August 31, 1999 and 1998, respectively. Forfeited account balances were approximately $31,700 and $0 at August 31, 1999 and 1998, respectively. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. 5 8 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT LOANS (CONTINUED) Loan terms range from one to five years or twenty years if the loan is used for a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with the local prevailing interest rates. Principal and interest are paid ratably through monthly payroll deductions. BENEFITS AND WITHDRAWALS Benefits are available to Plan participants upon reaching the normal retirement age (age 65), date of disability, or after termination of service for any other reason. The participant's entire vested interest in the Plan shall be available to be distributed in a lump-sum cash payment or installment forms of distribution, as provided for in the Plan agreement. Participant contributions to the Plan may be withdrawn upon approval by the Plan administrator and subject to Code requirements in cases in which a participant has suffered a financial hardship. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The accompanying financial statements have been prepared on the accrual basis of accounting. RECLASSIFICATIONS Certain amounts in the 1998 financial statements have been reclassified to conform to the 1999 presentation. INVESTMENT VALUATION Investments in mutual funds, collective trust funds, and equity securities are stated at fair value based on quoted prices in an active market. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the Plan year. The participant loans are valued at their outstanding balances, which approximate fair value. 6 9 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVESTMENT INCOME Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned. Purchases and sales of securities are recorded on a trade date basis. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. ADMINISTRATIVE EXPENSES Administrative expenses for the Plan are paid directly by the Company with the exception of loan fees which are charged directly to participant accounts. BENEFIT PAYMENTS Benefits are recorded when paid. 3. INCOME TAX STATUS The Plan has not received a determination letter from the Internal Revenue Service stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code"). The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 4. TRANSACTIONS WITH PARTIES-IN-INTEREST At August 31, 1999 and 1998, the Plan held 123,754 and 74,981 shares of World Access, Inc. Common Stock, respectively. The fair value of this stock at August 31, 1999 and 1998 was $1,539,127 and $1,434,017, respectively. 7 10 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 4. TRANSACTIONS WITH PARTIES-IN-INTEREST (CONTINUED) Certain Plan investments are shares of mutual and collective trust funds managed by the trustee, therefore, these investment transactions qualify as party-in-interest. The Plan sponsor paid administrative expenses on behalf of the Plan with the exception of loan fees, for the year ended August 31, 1999. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their entire account balance. 6. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
AUGUST 31 1999 1998 ----------------------------- Merrill Lynch Retirement Preservation Trust Fund $ 989,281 $ 428,890 Merrill Lynch Capital Fund Class D 754,655 406,490 Merrill Lynch Growth Fund Class D 325,733 -- Merrill Lynch Special Value Fund Class D 520,744 ** Oppenheimer Global Growth and Income Fund 748,886 ** AIM Blue Chip Fund Class A 1,020,408 338,400 World Access, Inc. common stock* 1,539,127 1,434,017
* Nonparticipant-directed investment ** Individual investment does not represent 5% or more of the Plan's net assets. 8 11 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 6. INVESTMENTS (CONTINUED) During 1999, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:
YEAR ENDED AUGUST 31 1999 1998 ----------------------------- Mutual funds $ 393,988 $ (10,247) Equity securities (413,018) (588,055) ----------------------------- $ (19,030) $ (598,302) =============================
7. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
AUGUST 31 1999 1998 ----------------------------- World Access, Inc. Common stock $ 1,539,127 $ 1,434,017
YEAR ENDED AUGUST 31 1999 1998 ----------------------------- Changes in Net Assets: Contributions $ 713,582 $ 445,111 Investment income 1,053 -- Net depreciation in fair value of investments (413,018) (588,055) Benefit payments (225,083) (43,296) Administrative fees (202) -- Net transfers 28,778 43,782 ----------------------------- $ 105,110 $ (142,458) =============================
9 12 World Access, Inc. Retirement and Savings Plan Notes to Financial Statements (continued) 8. SUBSEQUENT EVENTS During December 1999, the Company merged FaciliCom International 401(k) Plan (the "FaciliCom Plan") into the Plan. The net assets of the FaciliCom Plan were sold at fair value and the funds were allocated by the trustee to the participant accounts in accordance with the direction of the participants. Such contributed funds totaled approximately $2.3 million. 10 13 Supplemental Schedules 14 World Access, Inc. Retirement and Savings Plan EIN: 65-0044204 Plan No.: 001 Line 27a - Schedule of Assets Held for Investment Purposes August 31, 1999
(E) (B) (C) (D) CURRENT (A) IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE --- ---------------------------------------------------------------------------------------------------------------- MUTUAL FUNDS * Merrill Lynch Trust Company Capital Fund Class D $ 771,727 $ 754,655 * Merrill Lynch Trust Company Corporate Bond Fund Class D 163,582 154,666 * Merrill Lynch Trust Company Special Value Fund Class D 506,485 520,744 * Merrill Lynch Trust Company Growth Fund Class D 280,247 325,733 AIM Funds, Inc. Blue Chip Fund Class A 941,174 1,020,408 OppenheimerFunds, Inc. Global Growth and Income Fund 569,432 748,886 --------------------------------- 3,232,647 3,525,092 COMMON STOCK * World Access, Inc. Common stock 2,624,503 1,539,127 --------------------------------- 2,624,503 1,539,127 COMMON TRUST FUND * Merrill Lynch Trust Company Retirement Preservation Trust Fund 989,281 989,281 --------------------------------- 989,281 989,281 Participant loans Interest rates range from 8.0% to 10.0% -- 163,640 --------------------------------- Total $ 6,846,431 $ 6,217,140 =================================
* Indicates a party-in-interest to the Plan. 11 15 World Access, Inc. Retirement and Savings Plan EIN: 65-0044204 Plan No.: 001 Line 27d - Schedule of Reportable Transactions Year ended August 31, 1999
(H) CURRENT VALUE (C) (D) (G) OF ASSET ON (I) (A) (B) PURCHASE SELLING COST OF TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED (DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS) - ---------------------------------------------------------------------------------------------------------------------------------- CATEGORY (III) - A SERIES OF SECURITY TRANSACTIONS WHICH EXCEEDS 5% OF PLAN ASSETS. World Access, Inc. Common Stock $ 865,264 $ -- $ 865,264 $ 865,264 $ -- World Access, Inc. Common Stock -- 347,136 578,963 347,136 (231,827)
THERE WERE NO CATEGORY (I), (II) OR (IV) TRANSACTIONS DURING THE YEAR ENDED AUGUST 31, 1999. Note: The information to be presented in columns (e) and (f) is not applicable. 12 16 World Access, Inc. Retirement and Savings Plan EIN: 65-0044204 Plan No.: 001 Line 27f - Schedule of Non-Exempt Transactions Year ended August 31, 1999
(C) (B) DESCRIPTION OF TRANSACTIONS, RELATIONSHIP TO PLAN, INCLUDING MATURITY DATE, RATE (A) EMPLOYER, OR OTHER PARTY- OF INTEREST, COLLATERAL, PAR, OR IDENTITY OF PARTY INVOLVED IN-INTEREST MATURITY VALUE - ------------------------------------------------------------------------------------------------- World Access, Inc. Employer/Plan Sponsor Contributions of $99,710 for the January 1999 payroll period remitted March 2, 1999. World Access, Inc. Employer/Plan Sponsor Contributions of $106,001 for the March 1999 payroll period remitted April 26, 1999. World Access, Inc. Employer/Plan Sponsor Contributions of $163,993 for the April 1999 payroll period remitted June 8, 1999. World Access, Inc. Employer/Plan Sponsor Contributions of $29,150 for the July 1999 payroll period remitted August 27, 1999 World Access, Inc. Employer/Plan Sponsor Contributions of $30,316 for the July 1999 payroll period not yet remitted.
Note: The information to be presented in columns (d), (e), (f), (g), (h), (i), or (j) is not applicable. 13 EX-2 3 ex2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-68623) pertaining to the Retirement and Savings Plan of World Access, Inc. and subsidiaries of our report dated June 7, 2000, with respect to the financial statements and schedules of the World Access, Inc. Retirement and Savings Plan included in this Annual Report (Form 11-K) for the year ended August 31, 1999. /s/ Ernst & Young LLP Atlanta, Georgia July 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----