8-K

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): January 5, 2001 (January 2, 2001)

WORLD ACCESS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-29782	58-2398004
(State of Incorporation)	(Commission File No.)	(I.R.S. Employer 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)

Item 5. Other Events.

On January 2, 2001, World Access launched a cash tender offer for up to $161,357,000 aggregate principal amount of its outstanding 13.25% Senior Notes Due 2008 at a price of $991.59 per $1,000 principal amount of any Notes purchased. The tender offer is being made pursuant to the Indenture, dated December 7, 1999, for the 13.25% Senior Notes, which requires World Access to use certain cash proceeds from certain asset sales to tender for outstanding Senior Notes. The tender, which commenced with the mailing of an Offer to Purchase to noteholders on January 2, 2001, will expire at 5:00 p.m. on March 1, 2001.

Item 7. Financial Statements and Exhibits

(c) Exhibits.

Exhibit
Number	Description
99	Press Release, issued January 2, 2001.

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SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

	WORLD ACCESS, INC.
Date: January 5, 2001	By:	/s/ BRYAN D. YOKLEY
		Bryan D. Yokley Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99	Press Release, issued January 2, 2001.

4 EX-99 2 g66294ex99.txt PRESS RELEASE, ISSUED JANUARY 2, 2001. 1 EXHIBIT 99 WORLD ACCESS TENDERS FOR 13.25% SENIOR NOTES ATLANTA, GEORGIA - January 2, 2001 - World Access, Inc. (Nasdaq: WAXS) announced today that it is launching a cash tender for up to $161,357,000 aggregate principal amount of the Company's outstanding 13.25% Senior Notes Due 2008 at a price of $991.59 per $1000 principal amount of any Notes purchased. The Tender Offer is being made pursuant to the Indenture, dated December 7, 1999, for the 13.25% Senior Notes, which requires World Access to use certain cash proceeds from certain asset sales to tender for outstanding Senior Notes. The tender, which commenced with the mailing of an Offer to Purchase to noteholders today, will expire at 5:00 p.m. on March 1, 2001. ABOUT WORLD ACCESS World Access is focused on being a leading provider of bundled voice, data and Internet services to small- to medium-sized business customers located throughout Europe. In order to accelerate its progress toward a leadership position in Europe, World Access is acting as a consolidator for the highly fragmented retail telecom services market, with the objective of amassing a substantial and fully integrated business customer base. To date, the Company has acquired several strategic assets, including Facilicom International, which operates a Pan-European long distance network and carries traffic for approximately 200 carrier customers, and NETnet, with retail sales operations in 9 European countries. NETnet's services include long distance, Internet access and mobile services. Located strategically throughout the United States and 13 European countries, World Access provides end-to-end international communication services over an advanced asynchronous transfer mode internal network that includes gateway and tandem switches, an extensive fiber network encompassing tens of millions of circuit miles and satellite facilities. For additional information regarding World Access, please refer to the Company's website at 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 IDENTIFY, COMPLETE AND INTEGRATE ACQUISITIONS; DIFFICULTIES IN EXPANDING INTO NEW BUSINESS ACTIVITIES; DELAYS IN NEW SERVICE OFFERINGS; 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, 1999, AS AMENDED, THE COMPANY'S QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2000 AND JUNE 30, 2000, AS AMENDED, THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2000, AND THE COMPANY'S REGISTRATION STATEMENTS ON FORMS S-3 (NO. 333-79097) AND S-4 (NO. 333-37750 AND 333-44864), ALL OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS PRESS RELEASE. WORLD ACCESS CONTACT: MICHELE WOLF (404-231-2025) V.P. OF INVESTOR RELATIONS HTTP://WWW.WAXS.COM -----END PRIVACY-ENHANCED MESSAGE-----

EX-99

   1
                                                                      EXHIBIT 99


                  WORLD ACCESS TENDERS FOR 13.25% SENIOR NOTES

         ATLANTA, GEORGIA - January 2, 2001 - World Access, Inc. (Nasdaq: WAXS)
announced today that it is launching a cash tender for up to $161,357,000
aggregate principal amount of the Company's outstanding 13.25% Senior Notes Due
2008 at a price of $991.59 per $1000 principal amount of any Notes purchased.
The Tender Offer is being made pursuant to the Indenture, dated December 7,
1999, for the 13.25% Senior Notes, which requires World Access to use certain
cash proceeds from certain asset sales to tender for outstanding Senior Notes.
The tender, which commenced with the mailing of an Offer to Purchase to
noteholders today, will expire at 5:00 p.m. on March 1, 2001.

ABOUT WORLD ACCESS

         World Access is focused on being a leading provider of bundled voice,
data and Internet services to small- to medium-sized business customers located
throughout Europe. In order to accelerate its progress toward a leadership
position in Europe, World Access is acting as a consolidator for the highly
fragmented retail telecom services market, with the objective of amassing a
substantial and fully integrated business customer base. To date, the Company
has acquired several strategic assets, including Facilicom International, which
operates a Pan-European long distance network and carries traffic for
approximately 200 carrier customers, and NETnet, with retail sales operations in
9 European countries. NETnet's services include long distance, Internet access
and mobile services. Located strategically throughout the United States and 13
European countries, World Access provides end-to-end international communication
services over an advanced asynchronous transfer mode internal network that
includes gateway and tandem switches, an extensive fiber network encompassing
tens of millions of circuit miles and satellite facilities. For additional
information regarding World Access, please refer to the Company's website at
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 IDENTIFY, COMPLETE AND
         INTEGRATE ACQUISITIONS; DIFFICULTIES IN EXPANDING INTO NEW BUSINESS
         ACTIVITIES; DELAYS IN NEW SERVICE OFFERINGS; 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, 1999, AS AMENDED, THE COMPANY'S QUARTERLY
         REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2000 AND JUNE 30,
         2000, AS AMENDED, THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE
         QUARTER ENDED SEPTEMBER 30, 2000, AND THE COMPANY'S REGISTRATION
         STATEMENTS ON FORMS S-3 (NO. 333-79097) AND S-4 (NO. 333-37750 AND
         333-44864), ALL OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS PRESS
         RELEASE.

WORLD ACCESS CONTACT:  MICHELE WOLF
(404-231-2025)         V.P. OF INVESTOR RELATIONS
HTTP://WWW.WAXS.COM