<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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
DECEMBER 28, 1998 (DECEMBER 22, 1998)
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountants.
(i) On December 22, 1998, World Access, Inc. (the "Company")
dismissed PricewaterhouseCoopers LLP ("PWC") as its independent
accountants.
(ii) The reports of PWC on the Company's financial statements for
the past two fiscal years contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The Company's Audit Committee and its Board of Directors
participated in and approved the decision to change independent
accountants.
(iv) In connection with its audits for each of the two fiscal
years in the period ended December 31, 1997 and through December 22,
1998, there have been no disagreements with PWC on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to
the satisfaction of PWC would have caused it to make reference thereto
in its report on the Company's financial statements for such years.
(v) During the two most recent fiscal years and through December
22, 1998, there have been no events of the kind listed in Item
304(a)(1)(v)) of Regulation S-K.
(vi) The Company has requested that PWC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated
December 28, 1998, is filed as Exhibit 16 to this Form 8-K.
(b) New Independent Accounts.
(i) The Company engaged Ernst & Young LLP ("E&Y") as its new
independent accountants as of December 22, 1998.
(ii) During the two most recent fiscal years and through December
22, 1998, the Company has not consulted with E&Y regarding either (1)
the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might
be rendered on the Company's financial statements, and either a
written report was provided to the Company or oral advice provided
that E&Y concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial
reporting issue; or (2) any matter that was either the subject of a
disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K), or a
reportable event (as described in Item 304(a)(1)(v) of the Regulation
S-K).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
None.
(c) Exhibits. The following exhibit is filed herewith by direct
transmission via "edgar."
16 Letter of PricewaterhouseCoopers LLP
1
<PAGE> 3
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 28, 1998
2
<PAGE> 1
EXHIBIT 16
December 28, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
World Access, Inc.
We have read Item 4 of World Access, Inc.'s Form 8-K dated December 28, 1998
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
