-----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, Ep2DTwwl7v3f+HPMTyDQpFZjWZr504r5ZK2mDRbjRUumo9vH0sXMWAklsQla/Jid G7gCvdVsAzp4jscVjau2DQ== /in/edgar/work/0000950144-00-014002/0000950144-00-014002.txt : 20001116 0000950144-00-014002.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950144-00-014002 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001115 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: NT 10-Q SEC ACT: SEC FILE NUMBER: 000-29782 FILM NUMBER: 769518 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 NT 10-Q 1 g65002ntnt10-q.txt WORLD ACCESS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 0-29782 ---------------- NOTIFICATION OF LATE FILING (Check One):[ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR For Period Ended: September 30, 2000 ------------------------------- [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: --------------------------- READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: - -------------------------------------------------------------------------------- PART I - REGISTRANT INFORMATION World Access, Inc. - -------------------------------------------------------------------------------- Full name of registrant - -------------------------------------------------------------------------------- Former name if applicable 945 E. Paces Ferry Road, Suite 2200 - -------------------------------------------------------------------------------- Address of principal executive office (STREET AND NUMBER) Atlanta, GA 30326 - -------------------------------------------------------------------------------- City, state and zip code PART II - RULE 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) [X] (a) | The reasons described in reasonable detail in Part III of this | form could not be eliminated without unreasonable effort or | expense; | [X] (b) | The subject annual report, semi-annual report, transition | report on Form 10-K, 20-F, 11-K, or Form N-SAR, or portion | thereof will be filed on or before the 15th calendar day | following the prescribed due date; or the subject quarterly | report or transition report on Form 10-Q, or portion thereof | will be filed on or before the fifth calendar day following the | prescribed due date; and | (c) | The accountant's statement or other exhibit required by Rule | 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) World Access and WorldxChange Communications executed an Executive Management Services Agreement on August 1, 2000. Based on this agreement, World Access initially accounted for the purchase of WorldxChange as of August 1, 2000, consolidating the results of WorldxChange from that date. World Access has determined not to consolidate WorldxChange's financial results until the WorldxChange merger is completed. As all financial statements have been prepared with WorldxChange consolidated as of August 1, 2000, the financial statements must be modified to exclude WorldxChange. Such modifications cannot be completed within the prescribed time period and therefore necessitate this request for relief pursuant to Rule 12b-25(b). 2 PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Bryan D. Yokley 404 231-2025 -------------------------- ----------- ------------------ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Based upon the recent decision by the Company to not consolidate the results of WorldxChange as of August 1, 2000, the Company has not yet finalized the accounting for its third quarter operating results but does anticipate a significant change in operating results from the third quarter 1999. The significant change in operating results relate primarily to a restructuring charge in the third quarter of 2000 of $38.3 million, related to the integration of WorldxChange and other acquisitions. This charge reflects one-time costs associated with the consolidation of facilities, severance, integration of network operations, and elimination of duplicate activities. In addition, selling, general and administrative costs in the quarter also included a one-time charge of $34.6 million related to costs associated with migration of billing systems and re-branding of all European retail activities using the NETnet brand, and to increase reserves for doubtful accounts associated with changes in credit policies and industry conditions. WORLD ACCESS, INC - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date November 14, 2000 By /s/ Bryan D. Yokley ----------------------------- ---------------------------------------- Bryan D. Yokley Executive Vice President and Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations (SEE 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification. 5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T. -----END PRIVACY-ENHANCED MESSAGE-----