<PAGE> 1
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
<TABLE>
<S> <C>
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 1998 (DECEMBER 14, 1998)
-------------------------------------
</TABLE>
WORLD ACCESS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-29782 58-2398004
- --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
945 E. PACES FERRY ROAD, SUITE 2200, ATLANTA, GEORGIA 30326
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 231-2025
-----------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1998, World Access, Inc. (the "Company") announced
that it had consummated the acquisition of (i) Cherry Communications
Incorporated (d/b/a Resurgens Communications Group) ("RCG") in a merger
transaction (the "Merger") pursuant to a definitive Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with RCG, and (ii) Cherry
Communications U.K. Limited ("Cherry U.K.") in a share exchange transaction
(the "Share Exchange") pursuant to a Share Exchange Agreement and Plan of
Reorganization (the "Exchange Agreement") with the sole shareholder (the
"Shareholder") of Cherry U.K.
In connection with the Merger, the former creditors of RCG received an
aggregate of 9,375,000 shares of common stock of World Access, of which
two-thirds will be held in escrow and will be released to the RCG creditors
over the two year period following the consummation of the Merger, subject to
the attainment of certain earnings levels for the combined business of RCG and
Cherry U.K.
In connection with the Share Exchange, the Shareholder received an
aggregate of 1,875,000 shares of World Access common stock, of which one-third
was issued to the Shareholder at closing and the remaining two-thirds was
issued and is being held in escrow and will be released to the Shareholder over
the two year period following the consummation of the Exchange, subject to the
attainment of certain earnings levels for the combined business of RCG and
Cherry U.K.
The Merger and the Share Exchange were consummated on December 14,
1998, and each of the Merger and the Share Exchange will be accounted for as a
purchase.
John D. Phillips, a director of the Company, is the President and
Chief Executive Officer of RCG and Cherry U.K. and a general partner of the
Shareholder.
The consideration paid by the Company in connection with the Merger
and the Share Exchange was determined by arms' length negotiations between the
parties.
On December 15, 1998, the Company also announced that John P. Imlay,
Jr., Carl E. Sanders and Mark A. Gergel had been elected to the Company's Board
of Directors, each to serve a three-year term, and Stephen J. Clearman had been
re-elected to the Company's Board of Directors to serve a two-year term.
The foregoing description of the Merger and the Share Exchange is
qualified in its entirety by reference to the Merger Agreement and the Exchange
Agreement which have been filed as appendices to the Company's Proxy Statement
filed with the Securities and Exchange Commission on November 12, 1998 (the
"Proxy Statement"). In addition, the press release announcing the consummation
of the Merger and the Share Exchange and the press release announcing the
election of directors are incorporated herein and made a part hereof by this
reference.
1
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information has been
filed with the Securities and Exchange Commission as part of the Proxy
Statement.
(c) Exhibits. The following exhibits are filed herewith by direct
transmission via "edgar."
2.1 Agreement and Plan of Merger and Reorganization dated as May
12, 1998, as amended by the First and Second Amendments thereto, by and between
World Access, WA Telcom Products Co., (formerly known as World Access, Inc.,
"Old World Access"), RCG and WA Merger Corp. (incorporated by reference to
Appendix A to the Proxy Statement).
2.2 Share Exchange Agreement and Plan of Reorganization dated as
of May 12, 1998 by and between World Access, Old World Access, Cherry U.K. and
Renaissance Partners, II (incorporated by reference to Appendix B to the Proxy
Statement).
99.1 Press Release issued December 15, 1998 relating to the
consummation of the Merger and the Share Exchange.
99.2 Press Release issued December 15, 1998 relating to the
election of directors.
2
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLD ACCESS, INC.
By: /s/ MARTIN D. KIDDER
-------------------------------------
Martin D. Kidder
Its Vice President and Controller
Dated as of December 15, 1998
3
<PAGE> 1
EXHIBIT 99.1
WORLD ACCESS COMPLETES ACQUISITION OF
RESURGENS COMMUNICATIONS GROUP
Annual Revenue Run Rate of Combined Companies Approaches $700
Million
Company to Sponsor Conference Call to Review Acquisition
Synergies
MCI WorldCom Now Owns Approximately 14% of World Access
ATLANTA, GEORGIA - December 15, 1998 - World Access, Inc. (Nasdaq: WAXS)
announced today that it has completed its acquisition of Cherry Communications
Incorporated ("Cherry") and Cherry Communications U.K. Limited ("Cherry U.K."),
collectively doing business as Resurgens Communications Group ("Resurgens"),
following the receipt of stockholder approval at the Company's special
stockholders meeting held on December 14, 1998. Resurgens will now conducts its
business as the World Access Telecommunications Group. As a result of the
acquisition, MCI WorldCom, Inc., a major customer and vendor of Resurgens, now
owns approximately 14% of the outstanding common shares of World Access.
World Access will sponsor a teleconference to review the acquisition and
related synergies on Wednesday, December 16, 1998 at 10:30 a.m., Eastern Time.
To participate in this teleconference, interested parties should call
212-676-5206. A 48-hour taped replay will be available beginning on Wednesday
at 12:30 p.m. To listen to the replay, call 1-800-633-8284 and enter
reservation number 1101882.
Steven A. Odom, Chairman of World Access, said, "We are very excited to
consummate the acquisition of Resurgens. This event signifies a major step in
the progression of our long-term strategy. We are now uniquely positioned to
offer our customers a complete telecommunications network solution, including
access to international long distance, proprietary equipment, and network
planning and engineering services. We believe the ability to offer both
equipment and network access will provide World Access with a more
comprehensive and cost-competitive solution, especially for international
competitive local exchange carriers ("CLECs") and other providers of phone
service in deregulating global markets."
"We have identified numerous synergistic opportunities for World Access as a
result of the Resurgens acquisition, including equipment sales to Resurgens'
customers, joint ventures with international PTTs and CLECs, carrier service
revenues from World Access equipment customers and significant cost savings for
the internal network of Resurgens."
John D. Phillips, Chief Executive Officer of Resurgens, said, "Wholesale
international carrier services, a fast growing $20 billion market, are a
critical element of new and expanded networks for telecommunication companies.
Over the past year, Resurgens operating network has been totally rebuilt by
incorporating into it additional capacity, new billing systems and a 24-hour/
7-day Network Operations Center. In addition, we have negotiated dedicated,
cost-competitive bandwidth and
<PAGE> 2
transit agreements to carry traffic to all key regions of the world. We believe
we are well positioned to share in the tremendous growth projected for the
global telecommunications markets."
In connection with the Resurgens acquisition, World Access issued 3,750,000
shares of its common stock to the former creditors of Cherry and the
shareholder of Cherry U.K. Upon the achievement of certain EBITDA levels by
Resurgens during 1999 and 2000, the former Cherry creditors and the Cherry U.K.
shareholder have the right to receive an additional 7.5 million shares of World
Access common stock.
World Access, Inc. is a provider of wholesale switched voice and data services
and proprietary network equipment to the global telecommunications markets. The
World Access Telecommunications Group provides international long distance
service to over 200 foreign countries through a combination of its own
international network facilities, various international termination
relationships and resale arrangements with other international long distance
service providers. The World Access Equipment Group develops, manufactures and
markets digital switches, billing and network telemanagement systems, cellular
base stations, fixed wireless local loop systems, intelligent multiplexers,
microwave and millimeterwave radio systems and other telecommunications network
products.
This press release contains forward-looking statements that involve risks and
uncertainties. Actual results, including the level of earnings of both World
Access and Resurgens, and the success of the merger may differ from the results
discussed in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, risks associated with acquisitions,
such as difficulties in the assimilation of operations, technologies and
products of the companies, risks of entering new markets, competitive response,
and a downturn in the telecommunications industry. For a more detailed
description of the risk factors associated with World Access and Resurgens,
please refer to the SEC filings of World Access.
World Access Contact: Nancy L. de Jonge
(404-231-2025) Director of Investor Relations
http://www.waxs.com
<PAGE> 1
EXHIBIT 99.2
WORLD ACCESS ANNOUNCES JOHN P. IMLAY, JR., CARL E. SANDERS, AND MARK A.
GERGEL TO JOIN BOARD OF DIRECTORS
ATLANTA, GEORGIA - December 15, 1998 - World Access, Inc. (Nasdaq: WAXS)
announced today that John P. Imlay, Jr., Carl E. Sanders, and Mark A. Gergel
have been elected to the company's Board of Directors, each for a three year
term expiring in 2001, and Stephen J. Clearman has been reelected to the
company's Board of Directors for a two-year term expiring in 2000.
John P. Imlay, Jr., is Chairman of Imlay Investments, Inc., a private
investment firm which manages capital and provides venture funds for
small technology companies. Mr. Imlay is the retired Chairman and Chief
Executive Officer of Management Science America, Inc. ("MSA"), a
mainframe applications software company. Under his leadership, MSA grew
from $2 million in revenue in 1970 to $280 million in 1989, when the
company was acquired by The Dun & Bradstreet Corporation. Mr. Imlay
served as Chairman of Dun & Bradstreet Software Services, Inc. for six
years, until his retirement in 1996. He currently serves as director
for Metromedia International Group, Inc., IMS Health, Inc., Gartner
Group, Inc., System One Technical, Inc., and the Atlanta Falcons.
Carl E. Sanders is Chairman of Troutman Sanders LLP, one of the largest and
most prestigious law firms in Atlanta, Georgia. He was Governor of the State of
Georgia from 1963 to 1967. Prior to becoming Governor, he served one term in
the Georgia House of Representatives and three terms in the Georgia State
Senate. Mr. Sanders currently serves as director for First Union Corporation of
Georgia, Carmike Cinemas, Inc., Norrell Corporation, Metromedia International
Group, Inc., Learning Technologies, Ltd., Matria Corporation, and Healthdyne
Information Enterprises, Inc.
Mark A. Gergel has served as Vice President and Chief Financial Officer since
he joined World Access in 1992. He was appointed Executive Vice President in
January 1997.
The Board of Directors of World Access now consists of seven members --
Steven A. Odom, John D. Phillips, Stephen J. Clearman, Hensley E. West
and Messrs. Imlay, Sanders and Gergel.
Steven A. Odom, Chairman of World Access, stated, "We are extremely pleased
that these three gentlemen have joined our Board. They bring to our company
exceptional business skills, significant experience in serving as directors for
other public companies and proven track records of building successful and
profitable companies. John Imlay is highly acclaimed for his business
management and acquisition integration skills and received the Entrepreneur of
the Year Lifetime Achievement Award in 1997. Governor Sanders is nationally
recognized as a key contributor to the spectacular social and economic change
that has taken place in Georgia during the past few decades. The business
knowledge, experience and networks of these businessmen will prove to be
extremely valuable to World Access as we continue to implement our long-term
strategic plans."
<PAGE> 2
World Access, Inc. is a provider of wholesale switched voice and data
services and proprietary network equipment to the global telecommunications
markets. The World Access Telecommunications Group provides international long
distance service to over 200 foreign countries through a combination of it's
own international network facilities, various international termination
relationships and resale arrangements with other international long distance
providers service. The World Access Equipment Group develops, manufactures and
markets digital switches, billing and network telemanagement systems, cellular
base stations, fixed wireless local loop systems, intelligent multiplexers,
microwave and millimeterwave radio systems and other telecommunications network
products.
World Access Contact: Nancy L. de Jonge
(404-231-2025) Director of Investor Relations
http://www.waxs.com
