SC 13G 1 g66726sc13g.txt WORLD ACCESS, INC. / ROSALIND ABBOTT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------- SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. __)1 WORLD ACCESS, INC. (NAME OF ISSUER) COMMON STOCK, $.01 PAR VALUE (TITLE OF CLASS OF SECURITIES) 98141A 10 1 (CUSIP NUMBER) DECEMBER 18, 2000 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) --------------- 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP No. 98141A 10 1 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Roger B. Abbott 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5. SOLE VOTING POWER SHARES 53,437 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 7,504,805 shares EACH 7. SOLE DISPOSITIVE POWER REPORTING 49,047 shares PERSON 8. SHARED DISPOSITIVE POWER WITH: 6,751,038 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,562,632 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] Page 2 of 9 3 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% 12. TYPE OF REPORTING PERSON IN Page 3 of 9 4 CUSIP No. 98141A 10 1 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rosalind Abbott 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 5. SOLE VOTING POWER SHARES 53,437 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 7,504,805 shares EACH 7. SOLE DISPOSITIVE POWER REPORTING 49,047 shares PERSON 8. SHARED DISPOSITIVE POWER WITH: 6,751,038 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,562,632 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] Page 4 of 9 5 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% 12. TYPE OF REPORTING PERSON IN Page 5 of 9 6 Item 1. (a) Name of Issuer: World Access, Inc. (b) Address of Issuer's Principal Executive Offices: 945 E. Paces Ferry Road, Suite 2200 Atlanta, Georgia 30326 Item 2. (a) Name of Person Filing: (1) Roger B. Abbott (2) Rosalind Abbott (b) Address of Principal Business Office or, if None, Residence: (1) Mr. Abbott: 9999 Willow Creek Road San Diego, CA 92131 (2) Mrs. Abbott: 9999 Willow Creek Road San Diego, CA 92131 (c) Citizenship: (1) Mr. Abbott: United States of America (2) Mrs. Abbott: United States of America (d) Title of Class of Securities: Common Stock, $.01 par value (e) CUSIP Number: 98141A 10 1 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not Applicable Page 6 of 9 7 If this statement is filed pursuant to Rule 13d-1(c), check this box [X] Item 4. Ownership: (a) Amount beneficially owned: (1) Mr. Abbott: 7,562,632 shares (2) Mrs. Abbott: 7,562,632 shares (b) Percent of class: (1) Mr. Abbott: 7.3% (2) Mrs. Abbott: 7.3% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote(1): (1) Mr. Abbott: 53,437 shares (2) Mrs. Abbott: 53,437 shares (ii) Shared power to vote or to direct the vote (1): (1) Mr. Abbott: 7,504,805 (2) Mrs. Abbott: 7,504,805 (iii) Sole power to dispose or to direct the disposition of (1): (1) Mr. Abbott: 49,047 shares (2) Mrs. Abbott: 49,047 shares (iv) Shared power to dispose or to direct the disposition of (1): (1) Mr. Abbott: 6,751,038 --------------- (1) The shares referenced in this Schedule include the following: (i) 6,751,038 shares held by Roger B. Abbott and Rosalind Abbott as Community Property for which Mr. and Mrs. Abbott share voting and dispositive power; (ii) 49,047 shares held by Roger B. Abbott for which Mr. Abbott has sole voting and dispositive power; (iii) 49,047 shares held by Rosalind Abbott for which Mrs. Abbott has sole voting and dispositive power; (iv) 753,767 shares held in escrow for which Mr. and Mrs. Abbott share voting power; (v) 4,390 shares held in escrow for which Mr. Abbott has sole voting power; and (vi) 4,390 shares held in escrow for which Mrs. Abbott has sole voting power. Page 7 of 9 8 (2) Mrs. Abbott: 6,751,038 Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: See Item 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8. Identification and Classification of the Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 9 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 22, 2001 /s/ Roger B. Abbott ------------------------------------ Roger B. Abbott Date: January 22, 2001 /s/ Rosalind Abbott ------------------------------------ Rosalind Abbott Page 9 of 9 10 January 22, 2001 To Whom It May Concern: The undersigned acknowledge that the statement on Schedule 13G to which this letter is attached, is being filed on behalf of each of Roger B. Abbott and Rosalind Abbott. /s/ Roger B. Abbott /s/ Rosalind Abbott ----------------------- ---------------------------- Roger B. Abbott Rosalind Abbott