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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
Date of Report (Date of earliest event reported): November 30, 1998
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World Access, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-29782 65-0044209
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
945 E. Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 231-2025
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 30, 1998, World Access, Inc. ("World Access") announced
that it had consummated the business combination with Telco Systems, Inc.
("Telco Systems") contemplated by that certain Agreement and Plan of Merger and
Reorganization, dated June 4, 1998, as amended by the First Amendment thereto
dated as of October 27, 1998 (as so amended, the "Merger Agreement"), by and
between World Access (formerly known as WAXS INC.), WA Telcom Products Co.,
Inc., a wholly owned subsidiary of World Access (formerly known as World
Access, Inc. ("Old World Access")), Tail Acquisition Corporation, a wholly
owned subsidiary of World Access ("Merger Sub"), and Telco Systems pursuant to
which, among other things, Telco Systems merged with and into Merger Sub with
Telco Systems thereupon becoming a wholly owned subsidiary of World Access (the
"Merger").
As a result of the Merger, each outstanding share of Telco Systems
common stock, $.01 par value per share, was converted into the right to receive
.5862 shares of World Access common stock, $.01 par value per share.
The Merger will be accounted for as a purchase.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement appearing in the
Joint Proxy Statement/Prospectus dated November 10, 1998 constituting a part of
the Registration Statement on Form S-4 (No. 333-67025) filed by World Access
with the Securities and Exchange Commission on November 9, 1998 (the
"Registration Statement").
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 Registration
Statement.
(c). Exhibits.
2.1 Agreement and Plan of Merger and Reorganization, dated as of
June 4, 1998 (as amended as of October 27, 1998), among World
Access, Old World Access, Merger Sub and Telco Systems
(incorporated by reference to Appendix A to the Joint Proxy
Statement/Prospectus included in the Registration Statement).
99.1 Press Release issued November 30, 1998.
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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
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Martin D. Kidder
Its Vice President and Controller
Dated as of November 30, 1998
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(WORLD ACCESS, INC. LOGO) NEWS RELEASE
WORLD ACCESS COMPLETES MERGER WITH TELCO SYSTEMS
ATLANTA, GEORGIA -- November 30, 1998 -- World Access, Inc. (Nasdaq:WAXS),
announced today that it has completed its merger with Telco Systems, Inc.
(Nasdaq: TELC) through the issuance of approximately 7,050,000 shares of World
Access common stock. The merger was consummated after stockholders of both
World Access and Telco Systems voted in favor of the merger transaction at
special meetings held earlier today. Telco Systems is now a wholly-owned
subsidiary of World Access and will no longer trade separately on the Nasdaq
stock market.
Steven A. Odom, Chairman and Chief Executive Officer of World Access, said, "We
are very excited to consummate this merger with Telco Systems. Telco Systems is
a recognized name in the telecommunications industry and has an installed
product base of more than $1.3 billion. Over the past year, Telco Systems has
been building a core product portfolio that incorporates new technologies and
strategically positions it for the impending evolution of telecommunications
markets. Telco Systems made two strategic acquisitions in 1998 that expanded its
product offerings from circuit switched into packet switched, frame relay and
ATM markets. These acquisitions significantly expand the markets for Telco
Systems product portfolio."
Hensley E. West, President and Chief Operating Officer of World Access, added,
"The merger with Telco Systems further expands the breadth and depth of our
product offerings and completes another step in our strategy to become a global
supplier of telecommunications solutions. Our complementary customer bases offer
us the opportunity to expand into markets that we have each developed. We are
very excited about selling Telco Systems products into Latin America, and
believe we can increase sales of our products into Europe. Overall, with
deregulation fueling demand around the globe for responsive, low-cost equipment
solutions, we believe we are well positioned to provide complete turnkey
telecommunications network solutions to these markets."
Dr. William B. Smith, President and Chief Executive Officer of Telco Systems,
said, "Telco Systems will immediately become the cornerstone of World Access'
Transport and Access Systems Group as its products are an integral component to
its Total Network Solutions strategy. We look forward to successfully
integrating into the World Access family. We believe that together, in a short
period of time, we can begin to realize significant synergies in areas of cross
selling opportunities, technology development and cost savings. Teams from both
companies are currently undertaking these assignments, and we expect to begin to
realize these benefits in early 1999."
Telco Systems is a leader in access solutions for the "edge of the network."
With proven expertise in voice and data applications, Telco delivers hassle
free, integrated access solutions for today's public and private networks and
for the new public network of tomorrow. Service providers - ILECs, CLECs, IXCs,
PTTs, CAPs and Utilities - have been deploying Telco's access solutions for
years, providing business customers cost effective and flexible bundled service
solutions to meet each customer's specific networking needs. These solutions
include integrated access devices and multiplexers for circuit-switched and
packet-based networks that enable service providers and their customers to
compete more effectively in the marketplace.
World Access, Inc. develops, manufactures and markets wireline and wireless
switching, transport and access products for the global telecommunications
markets. The company's products allow telecommunications service providers to
build and upgrade their central office and outside plant networks in order to
provide a wide array of voice, data and video services to their business and
residential customers. World Access offers digital switches,
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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. To
support and complement its product sales, the company also provides its
customers with a broad range of design, engineering, manufacturing, testing,
installation, repair and other value-added services.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. ACTUAL RESULTS, INCLUDING THE LEVEL OF
EARNINGS OF BOTH WORLD ACCESS AND TELCO SYSTEMS, 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 TELCO SYSTEMS, PLEASE REFER TO THE
SEC FILINGS OF THE RESPECTIVE COMPANIES.
COMPANY CONTACT: NANCY L. DE JONGE
(404-231-2025) DIRECTOR OF INVESTOR RELATIONS
