-----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, AjWEWma6JhjPlgoJZVSUjOkMB2sT0FLjUjWTh9zz074gCy+piAidtEg30VWtQgHo IZk+EhUqBqEGH6ydOxJD0A== 0000950144-98-013678.txt : 19981210 0000950144-98-013678.hdr.sgml : 19981210 ACCESSION NUMBER: 0000950144-98-013678 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19981209 EFFECTIVENESS DATE: 19981209 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-8 SEC ACT: SEC FILE NUMBER: 333-68619 FILM NUMBER: 98766595 BUSINESS ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2240 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4042312025 MAIL ADDRESS: STREET 1: 945 EAST PACES FERRY ROAD STREET 2: SUITE 2240 CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: WAXS INC DATE OF NAME CHANGE: 19981006 S-8 1 WORLD ACCESS, INC. 1 As filed with the Securities and Exchange Commission on December 9, 1998 Registration No. 333- ------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- WORLD ACCESS, INC. (FORMERLY NAMED WAXS INC.) (Exact name of registrant as specified in its charter) DELAWARE 58-2398004 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 945 EAST PACES FERRY ROAD SUITE 2200 ATLANTA, GEORGIA 30326 (Address, including zip code, of principal executive offices) WORLD ACCESS, INC. OUTSIDE DIRECTORS' WARRANT PLAN; AND WORLD ACCESS, INC. DIRECTORS' WARRANT INCENTIVE PLAN (Full title of the plan) MARK A. GERGEL ROBERT C. HUSSLE, ESQ. WORLD ACCESS, INC. ROGERS & HARDIN LLP 945 EAST PACES FERRY ROAD 2700 INTERNATIONAL TOWER SUITE 2200 229 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30303 (404) 231-2025 (404) 522-4700 (Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service) --------------------
CALCULATION OF REGISTRATION FEE ============================================================================================================ Proposed Maximum Proposed Maximum Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registered Registered(2) Share Price Registration Fee - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 per share (1) 741,340 $20.875 $15,475,472(3) $4,303 ============================================================================================================
(1) Issuable pursuant to the World Access, Inc. Outside Directors' Warrant Plan or the World Access, Inc. Directors' Warrant Incentive Plan. (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also includes an indeterminable number of additional shares that may become issuable as a result of cancelled, terminated or expired options for Common Stock, or pursuant to the antidilution adjustment provisions of the above referenced plans. (3) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the applicable registration fee, the proposed maximum offering price per share has been estimated at $20.875, which amount represents the average of the high and low sales prices of the common stock of World Access, Inc. on December 8, 1998 as reported on the Nasdaq Stock Market's National Market. ------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission (the "Commission") by the Registrant, WA Telcom Products Co., Inc. (formerly known as World Access, Inc., "Old World Access") or NACT Telecommunications, Inc. ("NACT") are incorporated by reference in this Registration Statement: Documents Filed by the Registrant: 1. Current Report on Form 8-K filed on October 28, 1998 (relating to the consummation of the holding company reorganization) (the "October 28, 1998 Form 8-K") (File No. 0-29782); 2. The description of the Registrant's capital stock included in the Registration Statement on Form S-4 (No. 333-65389), which description is incorporated by reference into the October 28, 1998 Form 8-K; 3. The Joint Proxy Statement/Prospectus dated November 10, 1998 comprising a part of the Registration Statement on Form S-4 (No. 333-67025) filed on November 9, 1998 (relating to the merger with Telco Systems, Inc. ("Telco Systems")); 4. Current Report on Form 8-K filed on November 12, 1998 (relating to the consummation of the holding company reorganization); and 5. Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. Documents Filed by Old World Access: 1. Annual Report on Form 10-K for the fiscal year ended December 31, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A filed on April 27, 1998 (File No. 0-19998); 2. Current Report on Form 8-K filed on February 13, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on April 14, 1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed on September 3, 1998 (relating to the acquisition of Advanced TechCom, Inc.); 3. Current Report on Form 8-K filed on February 20, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on February 25, 1998 (relating to the acquisition of a majority interest in NACT); 4. Current Report on Form 8-K filed on February 20, 1998 (relating to the execution of a letter of intent with Cherry Communications Incorporated d/b/a Resurgens Communications Group ("RCG")); 5. Current Report on Form 8-K filed on March 13, 1998 (relating to the consummation of the acquisition of a majority interest in NACT); 6. Current Report on Form 8-K filed on April 23, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on April 24, 1998 (relating to the resignation of a World Access director); II-1 3 7. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as amended by Amendment No. 1 thereto on Form 10-Q/A filed on September 2, 1998; 8. Current Report on Form 8-K filed on May 18, 1998 (relating to the execution of definitive agreements to acquire RCG and Cherry Communications U.K. Limited ("Cherry U.K.")); 9. Current Report on Form 8-K filed on June 8, 1998 (relating to the execution of a definitive merger agreement with Telco Systems); 10. Current Report on Form 8-K filed on July 27, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on September 4, 1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed on September 25, 1998 (relating to the audited financial statements of RCG and Cherry U.K.); 11. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; 12. Current Report on Form 8-K filed on September 9, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on September 25, 1998 (relating to the audited financial statements of Telco Systems); and 13. Current Report on Form 8-K filed on October 14, 1998 (relating to the agreement in principle to amend the Merger Agreement). Documents Filed by NACT: 1. Annual Report on Form 10-K for the fiscal year ended September 30, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A filed on January 23, 1998 (File No. 0-22017); 2. Current Report on Form 8-K filed on January 6, 1998 (relating to Old World Access' agreement to purchase a majority interest in NACT from GST Telecommunications, Inc. ("GST")); 3. Quarterly Report on Form 10-Q for the quarter ended December 31, 1997; 4. Current Report on Form 8-K filed on March 13, 1998 (relating to Old World Access' consummation of the purchase of majority interest in NACT from GST and the changing of the fiscal year); 5. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 6. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; and 7. Current Report on Form 8-K filed on September 21, 1998 (relating to the execution of a Memorandum of Understanding to settle certain pending litigation). II-2 4 All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the shares of Common Stock offered hereby have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 102 of the Delaware General Corporation Law ("DGCL") allows a corporation to eliminate or limit the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) for breach of the director's duty of loyalty, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for certain unlawful dividends and stock repurchases, or (iv) for any transaction from which the director derived an improper personal benefit. Section 145 of the DGCL provides that in the case of any action other than one by or in the right of the corporation, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145 of the DGCL provides that in the case of an action by or in the right of a corporation to procure a judgment in its favor, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action or suit by reason of the fact that such person is or was a direct, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in such capacity on behalf of another corporation or enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under standards similar to those set forth in the proceeding paragraph, except that no indemnification may be made in respect of any action or claim as to which such person shall have been adjudged to be liable to the corporation unless a court determines that such person is fairly and reasonably entitled to indemnification. Articles X and XI of the Registrant's Certificate of Incorporation provide for indemnification of directors, officers and employees to the fullest extent permissible under the DGCL. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-3 5 ITEM 8. EXHIBITS. The exhibits to this Registration Statement are listed on the Exhibit Index included elsewhere herein. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 this 9th day of December, 1998. WORLD ACCESS, INC. By:/s/ STEVEN A. ODOM -------------------------- Steven A. Odom Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of December 9, 1998. Name Capacity ---- -------- * Director - ------------------------------- Stephen J. Clearman * Executive Vice President and Chief - ------------------------------- Financial Officer Mark A. Gergel * Corporate Controller and Secretary - ------------------------------- (Chief Accounting Officer) Martin D. Kidder * Chairman of the Board and - ------------------------------- Chief Executive Officer Steven A. Odom * Director - ------------------------------- John D. Phillips * Director - ------------------------------- Stephen E. Raville * President, Chief Operating - ------------------------------- Officer and Director Hensley E. West *By: /s/ STEVEN A. ODOM -------------------------- As Attorney-In-Fact II-5 7 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. --- ----------- -------- 5.1 Opinion of Rogers & Hardin LLP ______ 23.1 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1 hereto) ______ 23.2 Consent of PricewaterhouseCoopers LLP, independent public accountants, with respect to financial statements of World Access, Inc. ______ 23.3 Consent of Tedder, Grimsley & Company, P.A., independent auditors, with respect to the financial statements of Advanced TechCom, Inc. ______ 23.4 Consent of KPMG Peat Marwick LLP, independent auditors, with respect to financial statements of NACT Telecommunications, Inc. ______ 23.5 Consent of Deloitte & Touche, LLP, independent auditors, with respect to financial statements of Advanced TechCom, Inc. ______ 23.6 Consent of Ernst & Young LLP, independent auditors, with respect to consolidated financial statements of Telco Systems, Inc. ______ 23.7 Consent of Ernst & Young LLP, independent auditors, with respect to combined financial statements of Cherry Communications, Inc. (d/b/a Resurgens Communications Group) and Cherry Communications U.K. Limited. ______ 23.8 Consent of Grant Thornton LLP, independent auditors, with respect to financial statements of Cherry Communications, Inc. and Cherry Communications U.K. Limited ______ 24.1 Powers of Attorney ______
II-6 EX-5.1 2 OPINION OF ROGERS & HARDIN LLP 1 EXHIBIT 5.1 December 9, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: World Access, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to World Access, Inc. (the "Company") in connection with the filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering under the Securities Act of 1933, as amended (the "Act"), 741,340 shares of the common stock, par value $.01 per share (the "Common Stock"), of the Company issuable pursuant to the World Access, Inc. Outside Directors' Warrant Plan or the World Access, Inc. Directors' Warrant Incentive Plan (each a "Plan"). All such shares of Common Stock are referred to herein as the "Shares". The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8 and Item 601 of Regulation S-K. Such opinion is given solely for the benefit of the Commission, may be relied upon only by the Commission in connection with the Registration Statement and may not be used, circulated, quoted or referred to by or filed with any other person or entity, including any other governmental unit or agency, without first obtaining the express written consent of this firm. In giving the opinion hereinafter set forth, we have examined the minutes of the proceedings of the stockholders and the Board of Directors of the Company, each of the Plans and such other agreements, documents, instruments and records as we deemed necessary or appropriate under the circumstances for us to express the opinion hereinafter set forth. As to various factual matters that are material to our opinion, we have relied upon certificates of officers of the Company and certificates of various public officials. In making the foregoing examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the authority of the person or persons who executed each of such documents on behalf of any person or entity other than the Company, the correctness and accuracy of all 2 Securities and Exchange Commission December 9, 1998 Page 2 certificates of officers of the Company and the correctness and accuracy of all certificates of various public officials. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan pursuant to which the Shares were issued against payment in full of the purchase price therefor, will be validly issued, fully paid and nonassessable. Our conclusions are limited to the matters expressly set forth as our "opinion" in the immediately preceding paragraph, and no opinion is implied or is to be inferred beyond the matters expressly so stated. Such opinion is given as of the date hereof, and we expressly decline any undertaking to revise or update such opinion subsequent to the date hereof or to advise the Commission of any matter arising subsequent to the date hereof that would cause us to modify, in whole or in part, such opinion. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, ROGERS & HARDIN EX-23.2 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 5, 1998, which appears on page 25 of World Access, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, as amended on Form 10-K/A filed on April 27, 1998. PricewaterhouseCoopers LLP Atlanta, Georgia December 8, 1998 EX-23.3 4 CONSENT OF TEDDER, GRIMSLEY & COMPANY, P.A. 1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of World Access, Inc. on Form S-8 of our report on the consolidated financial statements of Advanced TechCom, Inc. and Subsidiaries dated March 27, 1998 appearing in the Current Report on Form 8-K filed on February 13, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed on April 14, 1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed on September 3, 1998. /s/ Tedder, Grimsley & Company, P.A. Lakeland, Florida December 7, 1998 EX-23.4 5 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.4 The Board of Directors NACT Telecommunications, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of World Access, Inc. of our report dated December 4, 1997, relating to the balance sheets of NACT Telecommunications, Inc. as of September 30, 1997 and 1996, and the related statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 1997 and related schedule, which report appears in the September 30, 1997, annual report on Form 10-K of NACT Telecommunications, Inc. /s/ KPMG PEAT MARWICK LLP Salt Lake City, Utah December 4, 1998 EX-23.5 6 CONSENT OF DELOITTE & TOUCHE LLP 1 Exhibit 23.5 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement (the "Registration Statement") of World Access, Inc. on Form S-8 of our report on the consolidated financial statements of Advanced TechCom, Inc. and Subsidiary ("ATI") dated February 26, 1997 (October 15, 1997 as to Notes 2 and 13, and the last paragraph of Note 5) (which expresses an unqualified opinion and includes an explanatory paragraph referring to certain subsequent events, including entering into an agreement to subcontract certain of ATI's manufacturing, raising of additional equity and the receipt of a commitment for additional financing) appearing in the Current Report on Form 8-K dated February 13, 1998 of World Access, Inc. /s/ Deloitte & Touche LLP Boston, Massachusetts December 7, 1998 EX-23.6 7 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.6 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) of World Access, Inc. pertaining to the World Access, Inc. Outside Directors' Warrant Plan and the World Access, Inc. Directors' Warrant Incentive Plan of our report dated November 4, 1998, with respect to the consolidated financial statements and schedule of Telco Systems, Inc. included in the Registration Statement (Form S-4 No. 333-67025) and related Joint Proxy Statement/Prospectus filed by World Access, Inc. with the Securities and Exchange Commission. /s/ Ernst & Young LLP Boston, Massachusetts December 7, 1998 EX-23.7 8 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) filed by World Access, Inc., pertaining to World Access, Inc. Outside Directors' Warrant Plan and World Access, Inc. Directors' Warrant Incentive Plan, of our report dated June 5, 1998, with respect to the combined financial statements of Cherry Communications Incorporated (d/b/a Resurgens Communications Group) and Cherry Communications UK Limited for the year ended December 31, 1997, included in (i) the Current Report on Form 8-K filed by World Access, Inc. on July 27, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed by World Access, Inc. on September 4, 1998, as further amended by Amendment No. 2 thereto on Form 8-K/A filed by World Access, Inc. on September 25, 1998 and (ii) the Joint Proxy Statement of World Access, Inc. and Telco Systems, Inc. and Prospectus of World Access, Inc. that is made part of the Registration Statement (Form S-4 No. 333-67025) filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Atlanta, Georgia December 7, 1998 EX-23.8 9 CONSENT OF GRANT THORNTON LLP 1 EXHIBIT 23.8 CONSENT OF INDEPENDENT AUDITORS We have issued our report dated July 11, 1997, except for Notes 2 and 10 as to which the date is July 24, 1997, accompanying the combined financial statements of Cherry Communications Incorporated and Cherry Communications U.K. Limited for each of the two years in the period ended December 31, 1996 included in the Current Report on Form 8-K filed by World Access, Inc. on July 27, 1998, as amended by Amendment No. 1 thereto on Form 8-K/A filed by World Access, Inc. on September 4, 1998 and Amendment No. 2 thereto on Form 8-K/A filed by World Access, Inc. on September 25, 1998, which are incorporated by reference in this Registration Statement of World Access, Inc. on Form S-8 for World Access, Inc. Outside Directors' Warrant Plan and World Access, Inc. Directors' Warrant Incentive Plan. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. /s/ GRANT THORNTON LLP Chicago, Illinois December 7, 1998 EX-24.1 10 POWERS OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Steven A. Odom and Mark A. Gergel as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of World Access, Inc. to which this Power of Attorney is attached as an Exhibit, filed with the Securities and Exchange Commission, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or 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 attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This 9th day of December, 1998. /s/ STEPHEN J. CLEARMAN ------------------------------------- Stephen J. Clearman /s/ MARTIN D. KIDDER ------------------------------------- Martin D. Kidder /s/ MARK A. GERGEL ------------------------------------- Mark A. Gergel /s/ STEVEN A. ODOM ------------------------------------- Steven A. Odom /s/ JOHN D. PHILLIPS ------------------------------------- John D. Phillips /s/ STEPHEN E. RAVILLE ------------------------------------- Stephen E. Raville /s/ HENSLEY E. WEST ------------------------------------- Hensley E. West -----END PRIVACY-ENHANCED MESSAGE-----