-----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, Qsms+KxAzoEwyLpg+obg98ewcva5YLGybP/V7zXeY1vBuXO0j9hoIBeq4PceRc+Z FjIAxjYcS5oI/ECgJJNUXQ== 0000950144-00-015099.txt : 20001220 0000950144-00-015099.hdr.sgml : 20001220 ACCESSION NUMBER: 0000950144-00-015099 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 10 333-44864 FILED AS OF DATE: 20001219 EFFECTIVENESS DATE: 20001219 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: S-4MEF SEC ACT: SEC FILE NUMBER: 333-52210 FILM NUMBER: 792017 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 S-4MEF 1 g65988s-4mef.txt WORLD ACCESS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2000 REGISTRATION NO. 333- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ WORLD ACCESS, INC. (Exact name of Registrant as specified in its charter) ------------------------ DELAWARE 4813 58-2398004 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
945 E. PACES FERRY ROAD SUITE 2200 ATLANTA, GEORGIA 30326 (404) 231-2025 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------------- BRYAN D. YOKLEY EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER WORLD ACCESS, INC. 945 E. PACES FERRY ROAD SUITE 2200 ATLANTA, GEORGIA 30326 (404) 231-2025 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES OF COMMUNICATIONS TO: LEONARD A. SILVERSTEIN, ESQ. LONG ALDRIDGE & NORMAN LLP 5300 ONE PEACHTREE CENTER 303 PEACHTREE STREET ATLANTA, GEORGIA 30308-3201 (404) 527-4000 --------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon consummation of the tender offer by World Access for all of the issued and outstanding shares of stock of TelDaFax Aktiengesellschaft described herein. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] --------------------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE(3) - ---------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value........... 6,400,504 $2.491 $15,943,655.46 $4,209.13 - ---------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
(1) Represents the number of additional shares of World Access' common stock expected to be issued in connection with the tender offer by World Access of all of the issued and outstanding shares of stock of TelDaFax. World Access previously filed a registration statement on Form S-4 (Reg. No. 333-44864) to cover 19,873,989 shares of World Access' common stock issuable in connection with the tender offer. World Access is filing this registration statement on Form S-4 pursuant to Rule 462(b) with respect to an additional 6,400,504 shares of World Access common stock issuable in connection with the tender offer based upon calculation of the exchange ratio applicable to the tender offer. The amount to be registered is based upon the maximum number of shares of common stock, par value $0.01 per share, of World Access that may be issued pursuant to the tender offer. (2) Pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the "Act"), the proposed maximum offering price and registration fee are based upon the average of the high and low price of the TelDaFax common stock to be received by World Access in the transaction described in Note 1 above as reported on the Neuer Market segment of the Frankfurt Stock Exchange on December 18, 2000. The average of the high and low price of the TelDaFax common stock was converted from euros to dollars. (3) World Access previously paid a registration fee of $40,782.86 for the registration of shares on Form S-4 (Reg. No. 333-44864) in connection with the tender offer. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE AND INCORPORATION OF INFORMATION BY REFERENCE This Registration Statement is being filed by World Access, Inc. pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, to register an additional 6,400,504 shares of the common stock of World Access for issuance in connection with the acquisition of shares of TelDaFax Aktiengesellschaft. World Access previously registered a total of 19,873,989 shares of its common stock for issuance pursuant to the acquisition of TelDaFax by means of the currently effective Registration Statement on Form S-4 (File No. 333-44864). The total number of shares of World Access common stock to be issued pursuant to the acquisition is now expected not to exceed 26,274,493 shares. The contents of the prior Registration Statement, and exhibits thereto, are hereby incorporated by reference into this Registration Statement. 3 EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 5.1 -- Opinion of Long Aldridge & Norman LLP regarding legality of common stock 23.1 -- Consent of Long Aldridge & Norman LLP (included in Exhibit 5.1) 23.2 -- Consent of Ernst & Young LLP with respect to the financial statements of World Access, Inc. 23.3 -- Consent of PricewaterhouseCoopers LLP with respect to the financial statements of World Access, Inc. 23.4 -- Consent of Deloitte & Touche LLP with respect to the financial statements of FaciliCom International, Inc. 23.5 -- Consent of Ernst & Young LLP with respect to the financial statements of Long Distance International, Inc. 23.6 -- Consent of Arthur Andersen LLP with respect to the financial statements of STAR Telecommunications, Inc. 23.7 -- Consent of Ernst & Young LLP with respect to the financial statements of Communications Telesystems International (d/b/a WorldxChange Communications) 23.8 -- Consent of BDO Deutsche Warentreuhand with respect to the financial statements of TelDaFax AG. 23.9 -- Consent of Donaldson, Lufkin & Jenrette Securities Corporation with respect to the financial opinion of Donaldson, Lufkin & Jenrette Securities Corporation. 24.1 -- Power of Attorney of World Access (included in the signature pages hereto)
4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 19, 2000. WORLD ACCESS, INC. By: /s/ JOHN D. PHILLIPS ------------------------------------ John D. Phillips Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints John D. Phillips and Bryan D. Yokley, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of December 19, 2000.
SIGNATURES TITLE ---------- ----- /s/ JOHN D. PHILLIPS Chairman and Chief Executive Officer - ----------------------------------------------------- (Principal Executive Officer) John D. Phillips /s/ BRYAN D. YOKLEY Executive Vice President and Chief Financial - ----------------------------------------------------- Officer (Principal Financial Officer) Bryan D. Yokley /s/ HENRY C. LYON Vice President and Corporate Controller - ----------------------------------------------------- (Principal Accounting Officer) Henry C. Lyon /s/ WALTER J. BURMEISTER President and Director - ----------------------------------------------------- Walter J. Burmeister /s/ KIRBY J. CAMPBELL Director - ----------------------------------------------------- Kirby J. Campbell /s/ BRYAN CIPOLETTI Director - ----------------------------------------------------- Bryan Cipoletti /s/ STEPHEN J. CLEARMAN Director - ----------------------------------------------------- Stephen J. Clearman Director - ----------------------------------------------------- John P. Imlay, Jr.
5
SIGNATURES TITLE ---------- ----- /s/ MASSIMO PRELZ OLTRAMONTI Director - ----------------------------------------------------- Massimo Prelz Oltramonti /s/ JOHN P. RIGAS Director - ----------------------------------------------------- John P. Rigas /s/ CARL E. SANDERS Director - ----------------------------------------------------- Carl E. Sanders /s/ DRU A. SEDWICK Director - ----------------------------------------------------- Dru A. Sedwick /s/ LAWRENCE C. TUCKER Director - ----------------------------------------------------- Lawrence C. Tucker
EX-5.1 2 g65988ex5-1.txt CONSENT OF LONG ALDRIDGE & NORMAN LLP 1 EXHIBIT 5.1 December 19, 2000 World Access, Inc. 945 E. Paces Ferry Road, Suite 2200 Atlanta, Georgia 30326 RE: RULE 462(B) REGISTRATION STATEMENT ON FORM S-4 OF WORLD ACCESS, INC. Ladies and Gentlemen: We have acted as counsel to World Access, Inc., a Delaware corporation (the "Company"), in connection with a Registration Statement on Form S-4 (the "Rule 462(b) Registration Statement") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Act"), and the filing thereof with the Securities and Exchange Commission (the "Commission") for the purpose of registering under the Act an aggregate of 6,400,504 shares (the "Shares") of the Company's common stock, $.01 par value per share. The Company proposes to issue the Shares, together with the 19,873,989 shares of the Company's common stock registered pursuant to a Registration Statement on Form S-4 (Registration No. 333-44864) (the "Initial Registration Statement"), in connection with the TelDaFax Tender Offer (as defined below). Pursuant to the terms of a Purchase and Transfer Agreement dated as of June 14, 2000 (the "TelDaFax Purchase Agreement"), by and among the Company, TelDaFax Aktiengesellschaft Marburg/Lahn, a German corporation ("TelDaFax"), Dr. Henning F. Klose, Apax Germany II L.P., Apax Funds Nominees Ltd. fur "B" Account, Apax Funds Nominees Ltd. fur "D" Account, AP Vermogensverwaltung Gesellschaft burgerlichen Rechts and A+M GmbH & Co. Vermogensverwaltung KG, the Company is conducting a tender offer for all of the issued and outstanding shares of TelDaFax not owned by the Company or an affiliate of the Company (the "TelDaFax Tender Offer"). Our Opinion (as defined below) is furnished solely with regard to the Rule 462(b) Registration Statement, may be relied upon only in connection with the Rule 462(b) Registration Statement and may not otherwise be used, quoted or referred to by or filed with any other person or entity without our prior written permission. In rendering our Opinion, we have examined such agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances, including: (i) the Certificate of Incorporation and Bylaws of the Company, in each case as amended through the date hereof; (ii) the Rule 462(b) Registration Statement; (iii) the Initial Registration Statement; (iv) the minutes of the proceedings of the Board of Directors of the Company; and (v) the TelDaFax Purchase Agreement. In making all of our examinations, we have assumed the legal capacity of all natural persons, the 2 World Access, Inc. December 19, 2000 Page 2 genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. We further have assumed the due execution and delivery of all documents by any persons or entities other than the Company where due execution and delivery by such persons or entities is a prerequisite to the effectiveness of such documents. As to all questions of fact that are material to our Opinion, we have relied upon the factual statements set forth in a certificate of an officer of the Company and certificates of various public officials. We have not independently verified or investigated, nor do we assume any responsibility for, the factual accuracy or completeness of such factual statements. Because the Company is organized under, and the subject of our Opinion therefore is governed by, the General Corporation Law of the State of Delaware (the "Delaware Code"), we do not herein express any opinion concerning any matter respecting or affected by any laws other than the laws set forth in the Delaware Code that are on the date hereof in effect and that, in the exercise of reasonable professional judgment, are normally considered in transactions such as those contemplated by the issuance of the Shares. The Opinion hereinafter set forth is based upon pertinent laws and facts in existence as of the date hereof, and we expressly disclaim any obligation to advise you of changes to such pertinent laws or facts that hereafter may come to our attention. The only opinion rendered by this firm is in numbered paragraph (1) below (our "Opinion"), and no other opinion is implied or to be inferred. Additionally, our Opinion is based upon and subject to the qualifications, limitations and exceptions set forth in this letter. Based on and subject to the foregoing, we are of the opinion that: (1) The Shares to be issued in exchange for the shares of TelDaFax capital stock tendered pursuant to the TelDaFax Tender Offer, when issued in accordance with the terms of the TelDaFax Purchase Agreement, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this letter as an exhibit to the Rule 462(b) Registration Statement and to the reference to our firm under the heading "Legal Matters" set forth in the prospectus forming a part of the Rule 462(b) Registration Statement. Very truly yours, LONG ALDRIDGE & NORMAN LLP By: /s/ Leonard A. Silverstein ------------------------------- Leonard A. Silverstein EX-23.2 3 g65988ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-4 related Prospectus of World Access, Inc. and subsidiaries for the registration of its common stock and to the incorporation by reference therein of our report dated March 20, 2000, with respect to the consolidated financial statements and schedules of World Access, Inc. and subsidiaries included in its Annual Report (Form 10-K/A, Amendment No. 4), for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Atlanta, Georgia December 13, 2000 EX-23.3 4 g65988ex23-3.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-4, as amended, of our report dated March 5, 1998, except for the discontinued operations reclassifications in the Consolidated Statements of Operations and Note C, which are as of March 14, 2000, relating to the financial statements and financial statement schedules of World Access, Inc. for the year ended December 31, 1997, which appears in World Access Inc.'s Annual Report on Form 10-K/A Amendment No. 4 for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia December 13, 2000 EX-23.4 5 g65988ex23-4.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of World Access, Inc. on Form S-4 of our report, dated December 7, 1999, on the consolidated financial statements of FaciliCom International, Inc. and subsidiaries, appearing in the Current Report on Form 8-K dated December 7, 1999 of World Access, Inc., and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ Deloitte & Touche LLP Pittsburgh, Pennsylvania December 13, 2000 EX-23.5 6 g65988ex23-5.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-4 and related Prospectus of World Access, Inc. and subsidiaries for the registration of its common stock and to the incorporation by reference therein of our report dated March 10, 2000, with respect to the consolidated financial statements of Long Distance International, Inc. included in the World Access, Inc. and subsidiaries Current Report (Form 8-K/A, as amended) dated February 11, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP West Palm Beach, Florida December 13, 2000 EX-23.6 7 g65988ex23-6.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-4 registration statement of our report, which includes a matter of emphasis, dated April 14, 2000, included in the STAR Telecommunications, Inc.'s Form 10-K/A for the year ended December 31, 1999 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Los Angeles, California December 18, 2000 EX-23.7 8 g65988ex23-7.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.7 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-4) of World Access, Inc. of our report dated December 10, 1999, with respect to the financial statements of Communications Telesystems International d.b.a. WORLDxCHANGE Communications included in the Registration Statement (Form S-4 No. 333-44864) and related Prospectus of World Access, Inc. for the registration of shares of its common stock expected to be filed on or about December 18, 2000. /s/ ERNST & YOUNG LLP San Diego, California December 13, 2000 EX-23.8 9 g65988ex23-8.txt CONSENT OF BDO DEUTSCHE WARENTREHAND 1 EXHIBIT 23.8 CONSENT OF INDEPENDENT AUDITORS' Herrn Dr. Henning F. Klose Vorsitzender des Vorstands TelDaFax AG Postfach 22 06 35010 Marburg We hereby consent to the use in the Proxy Statement/Prospectus constituting a part of this Registration Statement on Form S-4 of our report dated August 2, 2000, relating to the consolidated financial statements of TelDaFax AG, which is contained in that Proxy Statement/Prospectus. We also consent to the reference to us under the caption "Experts" in the Proxy Statement/Prospectus. Wiesbaden, December 14, 2000 BDO Deutsche Warentreuhand Aktiengesellschaft Wirtschaftsprufungsgesellschaft /s/ Karlik /s/ F. J. Mohr - --------------------- --------------------- Karlik F. J. Mohr EX-23.9 10 g65988ex23-9.txt CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES 1 EXHIBIT 23.9 CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION We hereby consent to (i) the inclusion of our opinion letter, dated June 14, 2000, to the Board of Directors of World Access, Inc., a Delaware Corporation (the "Company"), as Appendix B to the Proxy Statement/Prospectus of the Company, which forms a part of this Registration Statement on Form S-4 (the "Proxy Statement/Prospectus), relating to the Company's proposed acquisition of TelDaFax Aktiengesellschaft ("TelDaFax") shares from the Apax funds and Dr. Klose, the TelDaFax tender offer and the German business combination between the Company and TelDaFax, and (ii) all references to us in the sections captioned "Opinion of World Access' financial advisor regarding the TelDaFax transactions" of the Proxy Statement/Prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under, and we do not admit that we are "experts" for purposes of, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Any other use of our opinion requires our prior written consent. DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION By: /s/ David Posnick New York, New York ----------------------------------- December 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----