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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 1
(Amending Items 7(a) and (b))
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 1999
(June 30, 1999)
WORLD ACCESS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-29782 58-2398004
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
945 E. PACES FERRY ROAD, SUITE 2200
ATLANTA, GEORGIA 30326
(Address of principal executive offices, including zip code)
(404) 231-2025
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
The historical financial statements of Comm/Net are not
required to be filed with the Commission as Comm/Net does not represent a
significant subsidiary at a 20% level as set forth in Rule 3-05 of Regulation
S-X.
(b) Pro Forma Financial Information.
Pro forma financial information is not required to be filed
with the Commission as Comm/Net does not represent a significant subsidiary at a
20% level as set forth in Rule 3-05 of Regulation S-X.
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
2* Agreement and Plan of Reorganization, dated May 27, 1999, by and among
WA Telcom Products Co., Inc., World Access, Inc., Comm/Net Holding
Corporation, Enhanced Communications Corporation, Comm/Net Services
Corporation, Long Distance Exchange Corporation, Gregory A. Somers,
Kelli J. Somers, R. Scott Birdwell, Teleplus Telecommunications, Inc.,
Jeff Becker, Michael Billingsly, Chris Johns and Denny D. Somers. The
following is a list of omitted schedules, exhibits and other
attachments which World Access, Inc. agrees to furnish supplementally
to the Commission upon request:
SCHEDULES TO AGREEMENT
1.1(a) Assets
1.1(b) Excluded Assets
1.4 Assumed Liabilities
3.1(a) Qualification; Good Standing
3.1(b) Subsidiaries
3.1(d) Officers and Directors
3.2 Authorized and Outstanding Stock
3.4 Financial Statements
3.5 Undisclosed Liabilities
3.7(a) Real and Personal Property
3.7(b)(1) Permitted Liens
3.7(b)(2) Off-Premise Property
3.7(c) Other Property Restrictions
3.8 Leases
3.9 Indebtedness
3.10(a) Patents, Trademarks, etc.
3.10(b) Software and Databases
3.11 Litigation
3.12 Salaried Employees
3.13 Employee Benefit Plans
3.14 Collective Bargaining
3.16 Bank Accounts
3.17 Investments
3.18 Tax Matters
3.20 Licenses and Permits
3.21 Insurance Policies
3.22 Major Suppliers and Customers
3.23 Contracts and Commitments
3.24 No Conflict
3.25 Agreements in Full Force and Effect
3.26 Required Consents and Approvals
3.27 Certain Changes and Events
3.28 Accounts Receivable
4.3 No Conflict
4.5 Capitalization
11.11(a) Brokerage
11.11(b) Brokerage
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EXHIBITS TO AGREEMENT
C Non-Competition Agreements
OTHER ATTACHMENTS
Letter dated June 30, 1999 regarding post-closing purchase
price adjustments
4.1* Certificate of Designation of 4.25% Cumulative Junior
Convertible Preferred Stock, Series B.
4.2* Registration Rights Agreement, dated June 30, 1999, by and
among Comm/Net Holding Corporation, Gregory A Somers, Kelli
J. Somers, R. Scott Birdwell, Teleplus Telecommunications,
Inc., Chris Johns, Jeff Becker, Michael Billingsly and World
Access, Inc.
99* Press Release dated July 1, 1999 announcing the acquisition
of substantially all of the assets of the Comm/Net group of
companies.
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* Incorporated by reference from our Current Report on Form 8-K filed on
July 14, 1999.
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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 behalf of the
undersigned hereunto duly authorized.
WORLD ACCESS, INC.
Date: October 5, 1999 By: /s/ MARTIN D. KIDDER
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Martin D. Kidder
Vice President and Controller
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