-----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, Arxs2wgjN6GIJUXGNOtfPIu1Z15oVEP/2zd/geKn7PqchNNVhBEk/0aT5Xb2xuRd C5IHUg9xRTBzLDK5KVFYiQ== 0000950144-99-011662.txt : 19991018 0000950144-99-011662.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950144-99-011662 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 ITEM INFORMATION: FILED AS OF DATE: 19991005 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-29782 FILM NUMBER: 99723107 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 8-K/A 1 WORLD ACCESS INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K/A Amendment No. 1 (Amending Items 7(a) and (b)) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 1999 (June 30, 1999) WORLD ACCESS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-29782 58-2398004 (State of (Commission File No.) (I.R.S. Employer Incorporation) 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) 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. The historical financial statements of Comm/Net are not required to be filed with the Commission as Comm/Net does not represent a significant subsidiary at a 20% level as set forth in Rule 3-05 of Regulation S-X. (b) Pro Forma Financial Information. Pro forma financial information is not required to be filed with the Commission as Comm/Net does not represent a significant subsidiary at a 20% level as set forth in Rule 3-05 of Regulation S-X. (c) Exhibits. 2 3 EXHIBIT NUMBER DESCRIPTION 2* Agreement and Plan of Reorganization, dated May 27, 1999, by and among WA Telcom Products Co., Inc., World Access, Inc., Comm/Net Holding Corporation, Enhanced Communications Corporation, Comm/Net Services Corporation, Long Distance Exchange Corporation, Gregory A. Somers, Kelli J. Somers, R. Scott Birdwell, Teleplus Telecommunications, Inc., Jeff Becker, Michael Billingsly, Chris Johns and Denny D. Somers. The following is a list of omitted schedules, exhibits and other attachments which World Access, Inc. agrees to furnish supplementally to the Commission upon request: SCHEDULES TO AGREEMENT 1.1(a) Assets 1.1(b) Excluded Assets 1.4 Assumed Liabilities 3.1(a) Qualification; Good Standing 3.1(b) Subsidiaries 3.1(d) Officers and Directors 3.2 Authorized and Outstanding Stock 3.4 Financial Statements 3.5 Undisclosed Liabilities 3.7(a) Real and Personal Property 3.7(b)(1) Permitted Liens 3.7(b)(2) Off-Premise Property 3.7(c) Other Property Restrictions 3.8 Leases 3.9 Indebtedness 3.10(a) Patents, Trademarks, etc. 3.10(b) Software and Databases 3.11 Litigation 3.12 Salaried Employees 3.13 Employee Benefit Plans 3.14 Collective Bargaining 3.16 Bank Accounts 3.17 Investments 3.18 Tax Matters 3.20 Licenses and Permits 3.21 Insurance Policies 3.22 Major Suppliers and Customers 3.23 Contracts and Commitments 3.24 No Conflict 3.25 Agreements in Full Force and Effect 3.26 Required Consents and Approvals 3.27 Certain Changes and Events 3.28 Accounts Receivable 4.3 No Conflict 4.5 Capitalization 11.11(a) Brokerage 11.11(b) Brokerage 3 4 EXHIBITS TO AGREEMENT C Non-Competition Agreements OTHER ATTACHMENTS Letter dated June 30, 1999 regarding post-closing purchase price adjustments 4.1* Certificate of Designation of 4.25% Cumulative Junior Convertible Preferred Stock, Series B. 4.2* Registration Rights Agreement, dated June 30, 1999, by and among Comm/Net Holding Corporation, Gregory A Somers, Kelli J. Somers, R. Scott Birdwell, Teleplus Telecommunications, Inc., Chris Johns, Jeff Becker, Michael Billingsly and World Access, Inc. 99* Press Release dated July 1, 1999 announcing the acquisition of substantially all of the assets of the Comm/Net group of companies. ________________________ * Incorporated by reference from our Current Report on Form 8-K filed on July 14, 1999. 4 5 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: October 5, 1999 By: /s/ MARTIN D. KIDDER --------------------- Martin D. Kidder Vice President and Controller 5 -----END PRIVACY-ENHANCED MESSAGE-----