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.
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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