<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1999.
Subject to amendment.
Registration No. 333 --
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
ACCESS WORLDWIDE COMMUNICATIONS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 52-1309227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------
2200 Clarendon Blvd., 12th Floor
Arlington, Virginia 22201
(Address of principal executive offices)
----------
ACCESS WORLDWIDE COMMUNICATIONS, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
----------
JOHN FITZGERALD
President and Chief Executive Officer
Access Worldwide Communications, Inc.
2200 Clarendon Blvd., 12th Floor
Arlington, Virginia 22201
(800) 522-3447
(Name, address and telephone number,
including area code, of agent for service)
----------
Copy to:
ROBERT A. OUIMETTE, Esq.
Haythe & Curley
237 Park Avenue
New York, New York 10017
----------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the
Registration Statement becomes effective.
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of securities to Amount to Proposed maximum Proposed maximum Amount of
be registered be registered offering price per share* aggregate offering price** registration fee ***
------------- -------------- ------------------------- ------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock 1,300,000 $6.6875 $10,052,484 $2,794.59
($.01 par value)
=================================================================================================================================
</TABLE>
* Calculated based on the average of the high and low prices of the Common
Stock on April 26, 1999.
** Calculated on the basis of the aggregate exercise price of the options to
purchase 786,300 shares outstanding as of April 26, 1999 (an aggregate of
$6,617,115) and the average of the high and low prices of the Common Stock
on April 26, 1999 as reported on the NASDAQ National Market System for the
remaining 513,700 shares (an aggregate of $3,435,369).
*** Computed in accordance with Rule 457(h)(1).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The Company hereby states that (i) the documents listed in (a) and
(b) below are incorporated by reference in this Registration Statement and (ii)
all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities 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.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The description of the Company's Common Stock contained in the
Company's registration statement on Form 8-A12G, filed on December 11, 1997.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the securities registered hereunder has been passed
upon by Haythe & Curley, New York, New York. As of March 15, 1999, members of
Haythe & Curley owned 500 shares of the Company's Common Stock. Haythe & Curley
is a limited partner in Abbingdon Venture Partners Limited Partnership - III, an
investment partnership which owns 1,925,000 shares of the Company's Common
Stock. Members of Haythe & Curley are limited partners in Abbingdon Venture
Partners Limited Partnership - II, an investment partnership which owns
1,575,000 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under the provisions of Article SIXTH of the Certificate of
Incorporation of the Company, the Company is required to indemnify a director or
officer of the Company from and against any and all expenses and liabilities
that may be imposed upon or incurred by him in connection with, or as a result
of, any proceeding in which he may become involved, as a party or otherwise, by
reason of the fact that he is or was such a director, officer, employee or agent
of the Company, whether or not he continues to be such at the time such expenses
and liabilities shall have been imposed or incurred, to the extent permitted by
the laws of the State of Delaware, as they may be amended from time to time.
<PAGE>
Under the provisions of Article ELEVENTH of the Certificate of
Incorporation of the Company, a director of the Company shall not have personal
liability to the Company or to any of its stockholders for monetary damages for
a breach of his fiduciary duty as a director, except as otherwise provided by
the laws of the State of Delaware.
The Company maintains indemnity insurance for its officers and
directors insuring them against (i) expenses incurred by them in any proceeding
and (ii) any liabilities asserted against them in their capacities as officers
and/or directors of the Company.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.
Item 9. Undertakings.
------------
The undersigned Registrant hereby undertakes, except as otherwise
specifically provided in the rules of the Securities and Exchange Commission
promulgated under the Securities Act of 1933:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post- effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new
<PAGE>
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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 or 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoints John Fitzgerald and Michael Dinkins as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more amendments (including post-effective amendments) to this
Registration Statement as the attorney-in-fact acting in the premises deems
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Arlington and Commonwealth of Virginia on the 26th
day of April, 1999.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
By /s/ John Fitzgerald
---------------------------------------
John Fitzgerald
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen F. Nagy Chairman of the Board April 26, 1999
- ------------------------- and Director
Stephen F. Nagy
/s/ John Fitzgerald President, Chief Executive April 26, 1999
- ------------------------- Officer and Director
John Fitzgerald
/s/ Michael Dinkins Senior Vice President of April 26, 1999
- ------------------------- Finance and Administration and
Michael Dinkins Chief Financial Officer
/s/ Peter D. Bewley Director April 26, 1999
- -------------------------
Peter D. Bewley
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Liam Donohue Director April 26, 1999
- -------------------------
Liam Donohue
/s/ Lee H. Edelstein Director April 26, 1999
- -------------------------
Lee H. Edelstein
/s/ John H. Foster Director April 26, 1999
- -------------------------
John H. Foster
/s/ Shawkat Raslan Director April 26, 1999
- -------------------------
Shawkat Raslan
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Access Worldwide Communications, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 26, 1999
<PAGE>
CONSENT OF COUNSEL
The consent of Haythe & Curley is contained in their opinion filed as
Exhibit 5 to this Registration Statement.
<PAGE>
INDEX TO EXHIBITS
Number Description of Exhibit Page
------ ---------------------- ----
4 - Copy of the Plan. 10
5 - Opinion of Haythe & Curley 16
23(i) - Consent of PricewaterhouseCoopers LLP --
(See "Consent of Independent Accountants"
in the Registration Statement)
23(ii) - Consent of Haythe & Curley (contained in --
Exhibit 5)
24 - Power of Attorney (See "Power of --
Attorney" in the Registration Statement)
307034.2
02591-09999
<PAGE>
EXHIBIT 4
ACCESS WORLDWIDE COMMUNICATIONS, INC.
1997 STOCK OPTION PLAN
1. Purposes of Plan. The purposes of this Plan, which shall be known as the
Access Worldwide Communications, Inc. 1997 Stock Option Plan and is hereinafter
referred to as the "Plan", are (i) to provide incentives for key employees,
directors, consultants and other individuals providing services to Access
Worldwide Communications, Inc. (the "Company") and its subsidiary or parent
corporations (within the respective meanings of Sections 424(f) and 424(e) of
the Internal Revenue Code of 1986, as amended (the "Code"), and referred to
herein as "Subsidiary" and "Parent", respectively, and such Parent and each
Subsidiary are referred to herein individually as an "Affiliate" and
collectively as "Affiliates") by encouraging their ownership of the common
stock, $.01 par value, of the Company (the "Stock") and (ii) to aid the Company
in retaining such key employees, directors, consultants and other individuals
upon whose efforts the Company's success and future growth depends and in
attracting other such employees, directors, consultants and individuals.
2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors or a subcommittee of the Compensation
Committee appointed by the Compensation Committee, as hereinafter provided (the
committee or subcommittee administering the Plan is hereinafter referred to as
the "Committee"). For purposes of administration, the Committee, subject to the
terms of the Plan, shall have plenary authority to establish such rules and
regulations, to make such determinations and interpretations, and to take such
other administrative actions as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be final,
conclusive and binding on all persons, including Optionees (as hereinafter
defined) and their legal representatives and beneficiaries.
The Committee shall consist of not fewer than two members of the Board of
Directors. Unless otherwise determined by the Board of Directors, all members of
the Board of Directors who serve on the Committee shall be "Non- Employee
Directors" (as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended) and "outside directors" as defined in Treasury Regulation (S)
1.162-27(e)(3). The Compensation Committee shall designate one of the members of
the Committee as its Chairman. The Committee shall hold its meetings at such
times and places as it may determine. A majority of its members shall constitute
a quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by all
members shall be as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a secretary (who need
not be a member of the Committee). No member of the Committee shall be liable
for any act or omission with respect to his service on the Committee if he acts
in good faith and in a manner he reasonably believes to be in or not opposed to
the best interests of the Company.
<PAGE>
2
3. Stock Available for Options. There shall be available for options under
the Plan a total of 1,300,000 shares of Stock, subject to any adjustments which
may be made pursuant to Section 5(f) hereof. Shares of Stock used for purposes
of the Plan may be either authorized and unissued shares, or previously issued
shares held in the treasury of the Company, or both. Shares of Stock covered by
options which have terminated or expired prior to exercise shall be available
for further options hereunder. The maximum number of options which may be
granted to any person under the Plan during any fiscal year of the Company shall
not exceed 150,000 shares.
4. Eligibility. Options under the Plan may be granted to key employees of
the Company or any Affiliate, including officers or directors of the Company or
any Affiliate, and to consultants and other individuals providing services to
the Company or any Affiliate (each such grantee, an "Optionee"). Options may be
granted to eligible individuals whether or not they hold or have held options
previously granted under the Plan or otherwise granted or assumed by the
Company. In selecting individuals for options, the Committee may take into
consideration any factors it may deem relevant, including its estimate of the
individual's present and potential contributions to the success of the Company
and its Affiliates. Service as an employee, director, officer or consultant of
or to the Company or any Affiliate shall be considered employment for purposes
of the Plan (and the period of such service shall be considered the period of
employment for purposes of Section 5(d) of this Plan); provided, however, that
incentive stock options may be granted under the Plan only to an individual who
is an "employee" (as such term is used in Section 422 of the Code) of the
Company or any Affiliate.
5. Terms and Conditions of Options. The Committee shall, in its discretion,
prescribe the terms and conditions of the options to be granted hereunder, which
terms and conditions need not be the same in each case, subject to the
following:
(a) Option Price. The price at which each share of Stock covered by an
option granted under the Plan may be purchased shall not be less than the Market
Value (as defined in Section 5(c) hereof) per share of Stock on the date of
grant of the option. The date of the grant of an option shall be the date
specified by the Committee in its grant of the option.
(b) Option Period. The period for exercise of an option shall in no
event be more than ten years from the date of grant, or in the case of any
option intended to be an incentive stock option granted to an individual owning,
on the date of grant, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary,
more than five years from the date of grant. Options may, in the discretion of
the Committee, be made exercisable in installments during the option period. Any
shares not purchased on any applicable installment date may be purchased
thereafter at any time before the expiration of the option period.
(c) Exercise of Options. In order to exercise an option, the Optionee
shall deliver to the Company written notice specifying the number of shares of
<PAGE>
3
Stock to be purchased, together with cash or a certified or bank cashier's check
payable to the order of the Company in the full amount of the purchase price
therefor; provided that, for the purpose of assisting an Optionee to exercise an
option, the Company may make loans to the Optionee or guarantee loans made by
third parties to the Optionee, on such terms and conditions as the Board of
Directors may authorize; and provided further that such purchase price may be
paid in shares of Stock owned by the Optionee having an aggregate Market Value
on the date of exercise equal to the aggregate purchase price, or in a
combination of cash and Stock. For purposes of the Plan, the Market Value per
share of Stock shall be the last sale price regular way on the date of
reference, or, in case no sale takes place on such date, the average of the
closing high bid and low asked prices regular way, in either case on the
principal national securities exchange on which the Stock is listed or admitted
to trading, or if the Stock is not listed or admitted to trading on any national
securities exchange, the last sale price reported on the National Market System
of the National Association of Securities Dealers Automated Quotation System
("NASDAQ") on such date, or the last sale price reported on the NASDAQ SmallCap
Market on such date, or the average of the closing high bid and low asked prices
in the over-the-counter market on such date, whichever is applicable, or if
there are no such prices reported on NASDAQ or in the over-the-counter market on
such date, as furnished to the Committee by any New York Stock Exchange member
selected from time to time by the Committee for such purpose. If there is no bid
or asked price reported on any such date, the Market Value shall be determined
by the Committee in accordance with the regulations promulgated under Section
2031 of the Code, or by any other appropriate method selected by the Committee.
If the Optionee so requests, shares of Stock purchased upon exercise of an
option may be issued in the name of the Optionee or another person. An Optionee
shall have none of the rights of a stockholder until the shares of Stock are
issued to him.
(d) Effect of Termination of Employment. An option may not be
exercised after the Optionee has ceased to be in the employ of the
Company or any Affiliate, except in the following circumstances:
(i) If the Optionee's employment is terminated by action of
the Company or an Affiliate, or by reason of disability or retirement
under any retirement plan maintained by the Company or any Affiliate,
the option may be exercised by the Optionee within three months after
such termination, but only as to any shares exercisable on the date
the Optionee's employment so terminates;
(ii) In the event of the death of the Optionee during the three
month period after termination of employment covered by (i) above, the
person or persons to whom his rights are transferred by will or the
laws of descent and distribution shall have a period of one year from
the date of his death to exercise any options which were exercisable
by the Optionee at the time of his death; and
(iii) In the event of the death of the Optionee while employed,
the option shall thereupon become exercisable in full, and the person
or
<PAGE>
4
persons to whom the Optionee's rights are transferred by will or the
laws of descent and distribution shall have a period of one year from
the date of the Optionee's death to exercise such option. The
provisions of the foregoing sentence shall apply to any outstanding
options which are incentive stock options to the extent permitted by
Section 422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event described
in the preceding sentence, be treated for all purposes of the Plan as
nonstatutory stock options and shall be immediately exercisable as
such as provided in the foregoing sentence.
In no event shall any option be exercisable more than ten years from
the date of grant thereof. Nothing in the Plan or in any option granted
pursuant to the Plan (in the absence of an express provision to the contrary)
shall confer on any individual any right to continue in the employ of the
Company or any Affiliate or interfere in any way with the right of the Company
or any Affiliate to terminate his employment at any time.
(e) Limitation on Transferability of Options. Except as
provided in this Section 5(e), during the lifetime of an Optionee, options held
by such Optionee shall be exercisable only by him and no option shall be
transferable other than by will or the laws of descent and distribution. The
Committee may, in its discretion, provide that during the lifetime of an
Optionee, options held by such Optionee may be transferred to or for the benefit
of a member of his immediate family or to a charitable organization exempt from
income tax under Section 501(c)(3) of the Code. For purposes hereof, the term
"immediate family" of an Optionee shall mean such Optionee's spouse and children
(both natural and adoptive), and the direct lineal descendants of his children.
(f) Adjustments for Change in Stock Subject to Plan. In the
event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares subject to the Plan, in the number and kind of shares covered by
outstanding options, or in the option price per share, or both, and, in the case
of a merger, consolidation or other transaction pursuant to which the Company is
not the surviving corporation or pursuant to which the holders of outstanding
Stock shall receive in exchange therefor shares of capital stock of the
surviving corporation or another corporation, the Committee may require an
Optionee to exchange options granted under the Plan for options issued by the
surviving corporation or such other corporation.
(g) Acceleration of Exercisability of Options Upon Occurrence
of Certain Events. The Committee may, in its discretion, provide in the case of
any option granted under the Plan that, in connection with any merger or
consolidation which results in the holders of the outstanding voting securities
of the Company (determined immediately prior to such merger or consolidation)
owning less than a majority of the outstanding voting securities of the
surviving corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or substantially
all its assets or any tender offer or exchange offer for or the acquisition,
<PAGE>
5
directly or indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, such option shall become
exercisable in full or part, notwithstanding any other provision of the Plan or
of any outstanding options granted thereunder, on and after (i) the fifteenth
day prior to the effective date of such merger, consolidation, sale, transfer or
acquisition or (ii) the date of commencement of such tender offer or exchange
offer, as the case may be. The provisions of the foregoing sentence shall apply
to any outstanding options which are incentive stock options to the extent
permitted by Section 422(d) of the Code and such outstanding options in excess
thereof shall, immediately upon the occurrence of the event described in clause
(i) or (ii) of the foregoing sentence, be treated for all purposes of the plan
as nonstatutory stock options and shall be immediately exercisable as such as
provided in the foregoing sentence. Notwithstanding the foregoing, in no event
shall any option be exercisable after the date of termination of the exercise
period of such option specified in Sections 5(b) and 5(d).
(h) Registration, Listing and Qualification of Shares of
Stock. Each option shall be subject to the requirement that if at any time the
Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered thereby upon any securities
exchange or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of such option or the purchase of shares of Stock
thereunder, no such option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors. The Company may
require that any person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
(i) Other Terms and Conditions. The Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the grant
or exercise of options, as it deems advisable.
6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code; provided, however, that (a) the aggregate Market Value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code; (b) if the Optionee owns on
the date of grant securities possessing more than 10% of the total combined
voting power of all classes of securities of the Company or of any Affiliate,
the price per share shall not be less than 110% of the Market Value per share on
the date of grant and (c) Section 5(d)(ii) hereof shall not apply to any
incentive stock option.
7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after May 1, 2007; provided, however, that the
Board of
<PAGE>
6
Directors may at any time prior to that date terminate the Plan. The Board of
Directors may at any time amend the Plan or any outstanding options. No
termination or amendment of the Plan may, without the consent of an Optionee,
adversely affect the rights of such Optionee under any option held by such
Optionee.
8. Stockholder Approval of Plan. The establishment of the Plan shall
be subject to approval by a majority of the votes cast thereon by the
stockholders of the Company at a meeting of stockholders duly called and held
for such purpose or by a method and in a degree that would be treated as
adequate under the applicable law of the Company's state of incorporation, and
no option granted hereunder shall be exercisable prior to such approval.
9. Withholding. It shall be a condition to the obligation of the
Company to issue shares of Stock upon exercise of an option, that the Optionee
(or any beneficiary, transferee or person entitled to act under Sections 5(d) or
5(e) hereof) pay to the Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to withhold
federal, state or local income or other taxes. If the amount requested is not
paid, the Company may refuse to issue such shares of Stock.
10. Issuance of Certificates; Legends. The Company may endorse such
legend or legends upon the certificates for shares of Stock issued upon the
exercise of an option granted hereunder and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as, in its absolute
discretion, it determines to be necessary or appropriate.
12. Other Actions. Nothing contained in this Plan shall be construed
to limit the authority of the Company to exercise its corporate rights and
powers, including but not by way of limitation, the right of the Company to
grant or assume options for proper corporate purposes other than under the Plan
with respect to any employee or other person, firm, corporation or association.
Amended February 23, 1999
<PAGE>
Exhibit 5
April 26, 1999
Access Worldwide Communications, Inc.
12th Floor
2200 Clarendon Boulevard
Arlington, Virginia 22201
Dear Sirs:
We have acted as counsel for Access Worldwide Communications, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-8 being filed by the Company under the Securities Act of
1933, as amended, with respect to 1,300,000 shares (the "Shares") of the
Company's common stock, $.01 par value, which have been or are to be offered by
the Company to employees, directors, consultants and other individuals providing
services to the Company or any of its subsidiary or parent corporations pursuant
to the Company's 1997 Stock Option Plan (the "Plan").
In connection with such registration statement, we have examined such
records and documents and such questions of law as we have deemed appropriate
for purposes of this opinion. On the basis of such examination, we advise you
that, in our opinion, the Shares have been duly and validly authorized and, when
issued and paid for in accordance with the terms of the Plan and stock options
duly granted thereunder, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid registration statement.
Very truly yours,
