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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 12, 1998
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(OCTOBER 28, 1998)
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WORLD ACCESS, INC. (FORMERLY KNOWN AS "WAXS INC.")
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-12622 58-2398004
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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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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on October 28, 1998, the Registrant, a recently
formed holding company and wholly-owned subsidiary of Old World Access (defined
below), became the parent holding company of and successor to WA Telcom Products
Co., Inc. (formerly known as "World Access, Inc."), a Delaware corporation ("Old
World Access"), and NACT Telecommunications, Inc., a Delaware corporation
("NACT"), as a result of the consummation of the transactions contemplated by
the Agreement and Plan of Merger and Reorganization, dated as of February 24,
1998, as amended (as so amended, the "Merger Agreement"), among the Registrant,
Old World Access, NACT, WAXS Acquisition Corp. ("WAXS Merger Sub") and NACT
Acquisition Corp. ("NACT Merger Sub"). Pursuant to the Merger Agreement, WAXS
Merger Sub merged with and into Old World Access with Old World Access being the
surviving corporation (the "WAXS Merger") and NACT Merger Sub merged with and
into NACT with NACT being the surviving corporation (the "NACT Merger"). The
World Access Merger and the NACT Merger are referred to collectively as the
"Transaction."
Upon the consummation of the WAXS Merger, (i) Old World Access became a
wholly-owned subsidiary of the Registrant, (ii) the name of Old World Access
was changed from World Access, Inc. to WA Telcom Products Co., Inc., (iii) each
share of Old World Access common stock, par value $.01 per share (the "WA
Common Stock"), issued and outstanding was automatically converted into one
fully-paid and nonassessable share of the common stock, par value $.01 per
share, of the Registrant (the "Registrant's Common Stock"), and (iv) each
currently outstanding stock option of Old World Access was automatically
converted into an option to purchase the same number of shares of the
Registrant's Common Stock at the same option exercise price per share and the
same terms and subject to the same conditions as set forth in the option.
Immediately following the consummation of the WAXS Merger, the Registrant filed
a certificate of amendment to its certificate of incorporation effecting a
change of its name from "WAXS INC." to "World Access, Inc.".
Old World Access has outstanding $115 million of its 4.5% Convertible
Subordinated Notes due 2002 (the "Notes") which were issued pursuant to the
terms of an Indenture ("Indenture") dated as of October 1, 1997 between Old
World Access and First Union National Bank, as trustee (the "Trustee"). As part
of the Transaction, the Registrant has entered into a Supplemental Indenture
with the Trustee (the "Supplemental Indenture") pursuant to which it has
irrevocably guaranteed the Notes. The Supplemental Indenture also provided that
the Notes are now convertible into the Registrant's Common Stock.
Upon the consummation of the NACT Merger, (i) NACT became a wholly-owned
subsidiary of the Registrant, (ii) each share of NACT common stock, par value
$.01 per share (the "NACT Common Stock"), issued and outstanding was
automatically converted into the right to receive 1.0469 fully-paid and
nonassessable shares of the Registrant's Common Stock, and (iii) each currently
outstanding stock option of NACT was automatically converted into an option to
purchase that number of shares of the Registrant's Common Stock that the holder
thereof would have received had they exercised their options immediately prior
to the consummation of the
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NACT Merger, at the same option exercise price per share and the same terms
and subject to the same conditions as set forth in the option.
The Registrant will issue new stock certificates to stockholders of
record of NACT in connection with the NACT Merger. The Registrant does not,
however, intend to issue new stock certificates to stockholders of record of
Old World Access in connection with the WAXS Merger; instead, each certificate
representing issued and outstanding shares of WA Common Stock immediately prior
to the effective date of the WAXS Merger will continue to evidence ownership of
the shares of the Registrant's Common Stock after the effective date of the
WAXS Merger.
Upon consummation of the Transaction, the Registrant's Common Stock was
deemed to be registered under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), pursuant to Rule 12g-3(d) promulgated
thereunder. For purposes of Rule 12g- 3(d), the Registrant is the successor
issuer to Old World Access and NACT. The Registrant's Common Stock has been
substituted for the WA Common Stock on the Nasdaq National Market and will
continue to be listed under the WA Common Stock symbol, "WAXS", without
interruption. The NACT Common Stock will no longer be listed on the Nasdaq. The
description of the Registrant's Capital Stock, including the Registrant's Common
Stock, contained under the caption "DESCRIPTION OF HOLDCO CAPITAL STOCK" in the
Registrant's Registration Statement on Form S-4 (the "Registration Statement")
filed with the Securities and Exchange Commission on October 6, 1998 (Commission
File No. 333-65389) is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) 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.
The following exhibits are filed herewith by direct transmission via
"EDGAR":
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2.1(1) Agreement and Plan of Merger and Reorganization dated as of
February 24, 1998 among World Access, Inc., WAXS INC., WAXS
Acquisition Corp., NACT Telecommunications, Inc. and NACT
Acquisition Corp. (Incorporated herein by reference to
Exhibit 2.1(1) to the registrant's Registration Statement on
Form S-4, Commission File No. 333-65389).
2.1(2) First Amendment to Agreement and Plan of Merger and
Reorganization dated as of June 30, 1998 among World Access,
Inc., WAXS INC., WAXS Acquisition Corp., NACT
Telecommunications, Inc. and NACT Acquisition Corp.
(Incorporated herein by reference to Exhibit 2.1(2) to the
registrant's Registration Statement on Form S-4, Commission
File No. 333-65389).
2.1(3) Second Amendment to Agreement and Plan of Merger and
Reorganization dated as of September 30, 1998 among World
Access, Inc., WAXS INC., WAXS Acquisition Corp., NACT
Telecommunications, Inc. and NACT Acquisition Corp.
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(Incorporated herein by reference to Exhibit 2.1(3) to the
registrant's Registration Statement on Form S-4, Commission
File No. 333-65389).
3.1 Certificate of Incorporation of World Access, Inc. (formerly
"WAXS INC.") (Incorporated herein by reference to Exhibit 3.1
of the registrant's Registration Statement on Form S-4,
Commission File No. 333-65389).
3.2 Certificate of Amendment to Certificate of Incorporation of
World Access, Inc. (formerly "WAXS INC.") dated October 28,
1998 (Incorporated by reference to Exhibit 3.2 to the
registrant's Form 8-K filed on October 28, 1998).
3.3 Bylaws of World Access, Inc. (formerly "WAXS INC.")
(Incorporated herein by reference to Exhibit 3.2 of the
registrant's Registration Statement on Form S-4, Commission
File No. 333-65389).
4.1 First Supplemental Indenture dated October 28, 1998 between
World Access, Inc., WA Telcom Products Co., Inc. and First
Union National Bank, as Trustee (Incorporated by reference to
Exhibit 4.1 to the registrant's Form 8-K filed on October 28,
1998).
10.1 Assignment and Assumption Agreement dated October 28, 1998
between World Access, Inc. and WA Telcom Products Co., Inc.
(Incorporated by reference to Exhibit 10.1 to the registrant's
Form 8-K filed on October 28, 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.
(formerly known as "WAXS INC.")
By: /s/ Martin D. Kidder
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Martin D. Kidder
Its Vice President and Controller
Dated as of November 12, 1998
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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2.1(1) Agreement and Plan of Merger and Reorganization dated as of
February 24, 1998 among World Access, Inc., WAXS INC., WAXS
Acquisition Corp., NACT Telecommunications, Inc. and NACT
Acquisition Corp. (Incorporated herein by reference to Exhibit
2.1(1) to the registrant's Registration Statement on Form S-4,
Commission File No. 333-65389).
2.1(2) First Amendment to Agreement and Plan of Merger and
Reorganization dated as of June 30, 1998 among World Access,
Inc., WAXS INC., WAXS Acquisition Corp., NACT
Telecommunications, Inc. and NACT Acquisition Corp.
(Incorporated herein by reference to Exhibit 2.1(2) to the
registrant's Registration Statement on Form S-4, Commission
File No. 333-65389).
2.1(3) Second Amendment to Agreement and Plan of Merger and
Reorganization dated as of September 30, 1998 among World
Access, Inc., WAXS INC., WAXS Acquisition Corp., NACT
Telecommunications, Inc. and NACT Acquisition Corp.
(Incorporated herein by reference to Exhibit 2.1(3) to the
registrant's Registration Statement on Form S-4, Commission
File No. 333-65389).
3.1 Certificate of Incorporation of World Access, Inc. (formerly
"WAXS INC.") (Incorporated herein by reference to Exhibit 3.1
of the registrant's Registration Statement on Form S-4,
Commission File No. 333-65389).
3.2 Certificate of Amendment to Certificate of Incorporation of
World Access, Inc. (formerly "WAXS INC.") dated October 28,
1998 (Incorporated by reference to Exhibit 3.2 to the
registrant's Form 8-K filed on October 28, 1998).
3.3 Bylaws of World Access, Inc. (formerly "WAXS INC.")
(Incorporated herein by reference to Exhibit 3.2 of the
registrants Registration Statement on Form S-4, Commission
File No. 333-65389).
4.1 First Supplemental Indenture dated October 28, 1998 between
World Access, Inc, WA Telcom Products Co., Inc. and First
Union National Bank, as Trustee (Incorporated by reference to
Exhibit 4.1 to the registrant's Form 8-K filed on October 28,
1998).
10.1 Assignment and Assumption Agreement dated October 28, 1998
between World Access, Inc. and WA Telcom Products Co., Inc.
(Incorporated by reference to Exhibit 10.1 to the registrant's
Form 8-K filed on October 28, 1998).
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