SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
WORLD ACCESS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
98141A101
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(CUSIP Number)
Bryan Cipoletti, Vice President
Armstrong International Telecommunications, Inc.
One Armstrong Place
Butler, Pennsylvania 16001
(724) 283-0925
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 1999
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.14d-(e), 240.13d-1(f) or
240.13d-1(g), check the following box /_/.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 98141A101 Page 2 of 12 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Armstrong International Telecommunications, Inc. 25-1773911
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,162,015.9 shares of Common Stock assuming
EACH conversion of the Preferred Stock
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,162,015.9 shares of Common Stock assuming
conversion of the Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,162,015.9 shares of Common Stock assuming conversion of the
Preferred Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% assuming conversion of the Preferred Stock
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) /_/
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP No. 98141A101 Page 3 of 12 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Armstrong Holdings, Inc. 25-1563080
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,162,015.9 shares of Common Stock assuming
EACH conversion of the Preferred Stock
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,162,015.9 shares of Common Stock assuming
conversion of the Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,162,015.9 shares of Common Stock assuming conversion of the
Preferred Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% assuming conversion of the Preferred Stock
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP No. 98141A101 Page 4 of 12 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jay L. Sedwick, as a trustee of the Jud L. Sedwick Grandchildren's
Trust and the Damon Sedwick Dosch Trust No. 2
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,174,282.8 shares of Common Stock assuming
EACH conversion of the Preferred Stock
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
15,174,282.8 shares of Common Stock assuming
conversion of the Preferred Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "Common Stock"), of World Access, Inc., a Delaware
corporation (the "Company"), whose principal executive office is located at
Suite 2240, 945 East Paces Ferry Road, Atlanta, Georgia 30326.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by (i) Armstrong International
Telecommunications, Inc. ("AIT"), (ii) Armstrong Holdings, Inc. ("AH") and
(iii) Jay L. Sedwick, as trustee of the Jud L. Sedwick Grandchildren's Trust
(the "JLSG Trust") and the Damon Sedwick Dosch Trust No. 2 (the "DSD Trust"
and, together with the JLSG Trust, the "Trusts") (collectively, the
"Reporting Persons").
AIT is a Delaware corporation. AIT does not directly engage in any
business activity other than holding shares of Preferred Stock (as defined in
Item 3 below). The address of its principal office is One Armstrong Place,
Butler, Pennsylvania 16001.
The name, business address, present principal occupation or employment,
and citizenship of each director and executive officer of AIT is set forth on
Attachment A and is incorporated herein by reference.
AH, a Delaware corporation, owns 100% of the issued and outstanding
capital stock of AIT. Its principal business is acting as a holding company
for the capital stock of AIT as well as other companies. The address of its
principal office is One Armstrong Place, Butler, Pennsylvania 16001.
The JLSG Trust, a trust established under the laws of the Commonwealth
of Pennsylvania, owns 100% of the issued and outstanding capital stock of AH.
The JLSG Trust was established for the benefit of the grandchildren of Jud L.
Sedwick. The address of its principal office is One Armstrong Place, Butler,
Pennsylvania 16001.
The DSD Trust, a trust established under the laws of the Commonwealth of
Pennsylvania, owns 250 shares of Preferred Stock. The DSD Trust was
established for the benefit of Damon Sedwick Dosch. The address of its
principal office is One Armstrong Place, Butler, Pennsylvania, 16001.
Jay L. Sedwick is a trustee of the Trusts. Mr. Sedwick has the sole
power to vote and to dispose or direct the disposition of the shares of
capital stock of AH held by the JLSG Trust and has shared power to vote and
to dispose or direct the disposition of the shares of Preferred Stock held by
the DSD Trust.
JAY L. SEDWICK is a citizen of the United States whose business address
is One Armstrong Place, Butler, Pennsylvania 16001. Mr. Sedwick's present
principal occupation or employment is Chairman of the Board and a Director of
AH and acting as an executive officer and/or director of affiliates of AH.
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<PAGE>
None of the Reporting Persons and, to the best knowledge of each
Reporting Person, no person named in Attachment A hereto has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Under an Agreement and Plan of Merger dated as of August 17, 1999 (the
"Merger Agreement"), by and among the Company, FaciliCom International, Inc.,
a Delaware corporation ("FaciliCom"), AIT, Epic Interests, Inc., a
Pennsylvania corporation ("Epic"), and BFV Associates, Inc., a Delaware
corporation ("BFV"), FaciliCom was merged (the "Merger") with and into the
Company and the issued and outstanding shares of common stock, par value
$0.01 per share, of FaciliCom (the "FaciliCom Common Stock") were converted
into the right to receive, among other consideration, shares of Convertible
Preferred Stock, Series C, of the Company (the "Preferred Stock"). As part
of the consummation of the Merger on December 7, 1999, 189,102 shares of
FaciliCom Common Stock held by AIT were converted into 309,001.882 shares of
Preferred Stock and stock options with respect to FaciliCom Common Stock held
by the DSD Trust were cancelled in exchange for 250 shares of Preferred
Stock.
Each share of Preferred Stock is convertible at the holder's option at
any time into a number of shares of Common Stock equal to the quotient of the
$1000 liquidation preference of the Preferred Stock divided by the Conversion
Price (as defined in the Certificate of Designation of the Preferred Stock
(the "Certificate of Designation")) then in effect. At the time of issuance
of the Preferred Stock, the Conversion Price was equal to $20.38. The
Conversion Price is subject to certain adjustments as set forth in the
Certificate of Designation. Any shares of Preferred Stock outstanding on the
third anniversary of the consummation of the merger will automatically be
converted into shares of Common Stock at a conversion price based on the
current market price of the Common Stock, subject to certain adjustments, as
set forth in the Certificate of Designation.
The descriptions of the Merger Agreement, the Preferred Stock and the
Certificate of Designation set forth herein are summaries thereof and are
qualified in their entirety by reference to the complete text of the Merger
Agreement and the form of Certificate of Designation filed as Exhibits 1 and
2, respectively, hereto, which are incorporated herein by reference.
Item 4. PURPOSE OF TRANSACTION.
AIT has acquired the shares of Preferred Stock pursuant to the Merger
Agreement for investment purposes.
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<PAGE>
Pursuant to the terms of the Preferred Stock as set forth in the
Certificate of Designation, so long as at least 15% of the originally issued
shares of Preferred Stock remain outstanding, the holders of the Preferred
Stock are entitled to elect, voting separately as a class, up to four members
of the Board of Directors of the Company based upon the percentage that the
shares of Common Stock issuable upon conversion of the Preferred Stock
constitutes of all outstanding shares of capital stock of the Company
entitled to vote for the election of directors of the Company. Immediately
upon consummation of the Merger, AIT held 83.5% of the total outstanding
shares of Preferred Stock enabling it to control the class vote of the
holders of the Preferred Stock for the election of directors. Upon
consummation of the Merger and other related transactions undertaken by the
Company, the Board of Directors of the Company was increased to eleven
members and the holders of the Preferred Stock elected four members: Jay L.
Sedwick, Kirby J. Campbell, Bryan Cipoletti and Walter J. Burmeister.
Information regarding Messrs. Sedwick, Campbell and Cipoletti is included on
Attachment A hereto. Mr. Burmeister was formerly a shareholder and the Chief
Executive Officer and President of FaciliCom. In connection with the Merger,
Mr. Burmeister was appointed President of the Company.
Pursuant to the terms of the Merger Agreement, if the Preferred Stock is
converted into Common Stock, AIT, Epic, BFV and any of their affiliates and
the initial transferees holding the shares of Common Stock issued upon any
conversion of their Preferred Stock (collectively, the "FaciliCom Holders")
are entitled to designate up to four persons to be nominated and recommended
by the Board of Directors of the Company for election to the Board of
Directors at any meeting of the stockholders of the Company; provided that on
the record date for determining the stockholders of the Company entitled to
vote on such matters, there are shares of Common Stock held by the FaciliCom
Holders constituting at least 15% of the shares of Common Stock issued upon
conversion of the Preferred Stock. The specific number of persons (up to a
maximum of four) that the FaciliCom Holders are entitled to designate to be
so nominated and recommended is based upon the percentage that the shares of
Common Stock held by the FaciliCom Holders constitutes of all outstanding
shares of capital stock of the Company entitled to vote for the election of
directors.
Pursuant to the terms of the Merger Agreement, if any shares of Common
Stock required to be reserved for purposes of conversion of the Preferred
Stock require registration with or approval of any Governmental Entity (as
defined in the Merger Agreement) under any federal or state or other
applicable law before such Common Stock may be issued or delivered upon
conversion, the Company has agreed to endeavor in good faith and as
expeditiously as possible to cause such Common Stock to be duly registered or
approved, as the case may be, and so long as the Common Stock is quoted on
the Nasdaq National Market or listed on any national securities exchange, the
Company has agreed, if permitted by the rules of such system or exchange, to
quote or list and keep quoted or listed on such system or exchange, upon
official notice of issuance, all Common Stock issuable upon conversion of the
Preferred Stock.
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<PAGE>
In connection with the consummation of the Merger, the Company and AIT,
Epic, Walter J. Burmeister, Juan Carlos Valls, Anand Kumar, Peter Gardener
and Robert Reed entered into a Registration Rights Agreement, dated December
7, 1999 (the "Registration Rights Agreement"), substantially in the form
filed as Exhibit 3 hereto, pursuant to which the Company has agreed, under
the terms and conditions set forth therein, to register under the Securities
Act of 1933, as amended, the Common Stock issuable upon the conversion of the
shares of Preferred Stock held by AIT and such other persons.
The descriptions of the Preferred Stock, the Certificate of Designation,
the Merger Agreement and the Registration Rights Agreement set forth herein
are summaries thereof and are qualified in their entirety by reference to the
complete text of the form of Certificate of Designation, the Merger Agreement
and the form of Registration Rights Agreement filed as Exhibits 1, 2 and 3,
respectively, hereto, which are incorporated herein by reference.
The Reporting Persons intend to review on a continuing basis their
investment in the Company, and the Reporting Persons may decide to increase
or decrease their investment in the Company depending upon the price and
availability of the Company's securities, subsequent developments affecting
the Company, the Company's business and prospects, other investment and
business opportunities available to the Reporting Persons, general stock
market and economic conditions, tax considerations and other factors.
Except as set forth above in this item 4, no Reporting Person and, to
the best knowledge of each Reporting Person, no person named in Attachment A
hereto has any present plans or proposals (although they reserve the right to
develop such plans or proposals) which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company of any of its subsidiaries; (d) any change in
the present board of directors or management of the Company, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board (except that Walter J. Burmeister has become
the President of the Company); (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material
change in the Company's business or corporate structure; (g) changes in the
Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or (j) any action similar to any of these
enumerated above.
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<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 7, 1999, assuming the conversion of the shares of
Preferred Stock held by AIT into shares of Common Stock as of such date in
accordance with the Certificate of Designation, AIT may be deemed to be the
direct beneficial owner of, and to have the direct power to vote or dispose
or direct the disposition of, 15,162,015.9 shares of Common Stock which,
based on calculations made in accordance with Rule 13d-3(d) promulgated under
the Securities Exchange Act of 1934 and there being 45,265,221 shares of
Common Stock outstanding on November 15, 1999 and 5,676,850 shares of Common
Stock issued to other persons at the time of the consummation of the Merger
in connection with certain related transactions and upon conversion of
certain shares of Preferred Stock (as represented to the Reporting Persons by
the Company), represents 22.9% of the outstanding shares of Common Stock. By
virtue of the relationships described under Item 2 above, each of the other
Reporting Persons may be deemed to share indirect beneficial ownership of,
and indirect power to vote or to dispose or direct the disposition of, the
shares of Common Stock which may be deemed to be held by AIT as described
above. Jay L. Sedwick disclaims beneficial ownership of all such shares.
In addition, as of December 7, 1999, assuming the conversion of the
shares of Preferred Stock held by the DSD Trust into shares of Common Stock
as of such date in accordance with the Certificate of Designation, Jay L.
Sedwick, as trustee of the DSD Trust, may be deemed to be the beneficial
owner of, and to have the power to vote or to dispose or direct the
disposition of, 12,266.9 shares of Common Stock which, based on calculations
made in accordance with Rule 13d-3(d) promulgated under Securities Exchange
Act of 1934 and there being 45,265,221 shares of Common Stock outstanding on
November 15, 1999 and 5,676,850 shares of Common Stock issued to other
persons at the time of the consummation of the Merger in connection with
certain related transactions and upon conversion of certain shares of
Preferred Stock (as represented to the Reporting Persons by the Company), and
together with the shares of Common Stock referred to in the previous
paragraph, represents 23.0% of the outstanding shares of Common Stock. Jay
L. Sedwick disclaims beneficial ownership of all such shares.
Except as set forth above, no Reporting Person and, to the best
knowledge of each Reporting Person, no person identified on Attachment A
hereto beneficially owns any shares of Common Stock or has effected any
transaction in shares of Common Stock during the preceding 60 days.
No person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any of the
shares of Preferred Stock or Common Stock listed above, except the Reporting
Persons.
Paragraph (e) of Item 5 of Schedule 13D is not applicable to this
filing.
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<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the Merger Agreement, the Company has agreed at
all times to reserve and keep available out of its authorized Common Stock,
solely for the purpose of issue or delivery upon conversion or exchange of
the Preferred Stock as provided in the Certificate of Designation, such
number of shares of Common Stock as shall then be issuable or deliverable
upon the conversion or exchange of all outstanding shares of Preferred Stock.
John D. Phillips, the Chief Executive Officer of the Company, and AIT
have entered into a letter agreement dated as of August 17, 1999 (the
"Phillips Letter Agreement"), pursuant to which Mr. Phillips has agreed not
to sell or transfer, directly or indirectly, any shares of Common Stock held
by him, including his personal interest in such shares held by Renaissance
Partners II, a Georgia general partnership, and Resurgens Partners, LLC, a
Georgia limited liability company, and any shares received upon exercise of
Company stock options or warrants, without the prior written consent of AIT
for so long as AIT or any of its affiliates remains a stockholder of the
Company. The provisions of the Phillips Letter Agreement terminate upon Mr.
Phillips' death or disability, any decision to remove, or to not reelect, Mr.
Phillips as the Chief Executive Officer of the Company in which at least 50%
of the directors elected by the holders of the Preferred Stock (or, upon
conversion into or other acquisition of Common Stock, by 50% of the directors
nominated, designated or elected by the FaciliCom Holders, or their
affiliates) vote in favor of such removal or fail to vote in favor of such
reelection, the fifth anniversary of the consummation of the Merger in the
event that Mr. Phillips is no longer Chief Executive Officer of the Company
for any reason, and upon a change of control of the Company.
The descriptions of the Merger Agreement and the Phillips Letter
Agreement set forth herein are summaries thereof and are qualified in their
entirety by reference to the complete text of the Merger Agreement and the
Phillips Letter Agreement filed as Exhibits 1 and 4, respectively, hereto,
which are incorporated herein by reference.
Except as described elsewhere in this Statement and as set forth in the
Merger Agreement and the Registration Rights Agreement, to the best knowledge
of each Reporting Person, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 and between such persons and any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Merger Agreement, dated as of August 17, 1999, between the Company
and AIT, FaciliCom, Epic and BFV.
2. Form of Certificate of Designation of the Preferred Stock.
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<PAGE>
3. Form of Registration Rights Agreement.
4. Letter Agreement, dated August 17, 1999, between John D. Phillips
and AIT.
5. Joint Filing Agreement, dated December 17, 1999, among AIT, AH and
Jay L. Sedwick.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: December 17, 1999
ARMSTRONG INTERNATIONAL
TELECOMMUNICATIONS, INC.
By: /s/ Kirby J. Campbell
------------------------------------------
Name: Kirby J. Campbell
Title: Chief Executive Officer
ARMSTRONG HOLDINGS, INC.
By: /s/ Jay L. Sedwick
------------------------------------------
Name: Jay L. Sedwick
Title: President
JAY L. SEDWICK, as trustee of the Jud L.
Sedwick Grandchildren's Trust and the Damon
Sedwick Dosch Trust No. 2
/s/ Jay L. Sedwick
------------------------------------------
-8-
<PAGE>
Attachment A
Executive Officers and Directors of Armstrong International
Telecommunications, Inc.
- -----------------------------------------------------------
The names and titles of the executive officers and the names of the
directors of Armstrong International Telecommunications, Inc. and each of
their business addresses and principal occupations are set forth below.
Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to such individual's positions at Armstrong
International Telecommunications, Inc. and each individual is a United States
citizen.
Executive Officers Position
- ------------------ --------
Jay L. Sedwick Chairman of the Board
Kirby J. Campbell Chief Executive Officer and Treasurer
of Armstrong International
Telecommunications, Inc.
William C. Stewart Secretary of Armstrong International
Telecommunications, Inc.
Dru A. Sedwick President of Armstrong International
Telecommunications, Inc.
Bryan Cipoletti Vice President of Armstrong
International Telecommunications, Inc.
Directors of Armstrong International
Telecommunications, Inc. Present Principal Occupation; Address
- ------------------------------------ -------------------------------------
Jay L. Sedwick Chairman of the Board of Armstrong
International Telecommunications, Inc.
and Armstrong Holdings, Inc. and Chief
Executive Officer and President of
Armstrong Holdings, Inc.
443 Belmont Road
Butler, Pennsylvania 16001
Kirby J. Campbell Chief Executive Officer and Treasurer
of Armstrong Holdings, Inc. and
Armstrong International
Telecommunications, Inc.
257 Medical Center Road
Chicora, Pennsylvania 16025
William C. Stewart Secretary of Armstrong Holdings, Inc.
and Armstrong International
Telecommunications, Inc.
220 Havenhill Drive
Butler, Pennsylvania 16001
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<PAGE>
Dru A. Sedwick Senior Vice President of Armstrong
Holdings, Inc. and President of
Armstrong International
Telecommunications, Inc.
112 Barton Drive
Butler, Pennsylvania 16001
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Merger Agreement, dated as of August 17, 1999,
between the Company and AIT, FaciliCom, Epic,
and BFV (Incorporated by reference to Exhibit
2.1 to the Registration Statement on Form S-4
filed by the Company (Registration Number 333-
89479))
Exhibit 2 Form of Certificate of Designation of the
Preferred Stock (Incorporated by reference to
Exhibit 2.1 to the Registration Statement on
Form S-4 filed by the Company (Registration
Number 333-89479))
Exhibit 3 Form of Registration Rights Agreement
(Incorporated by reference to Exhibit 2.1 to
the Registration Statement on Form S-4 filed
by the Company (Registration Number 333-89479))
Exhibit 4 Letter Agreement, dated August 17, 1999,
between John D. Phillips and AIT
Exhibit 5 Joint Filing Agreement, dated December 17,
1999, among AIT, AH and Jay L. Sedwick
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<PAGE>
Exhibit 5
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of us of a statement on Schedule 13D relating to the common stock,
par value $.01 per share, of World Access, Inc., a Delaware corporation, and
that any amendments thereto filed by any of us will be filed on behalf of
each of us. This Agreement may be included as an exhibit to such joint
filing.
December 17, 1999 /s/ Jay L. Sedwick
-------------------------------------------------
Jay L. Sedwick, as trustee of the Jud L. Sedwick
Grandchildren's Trust and the Damon Sedwick Dosch
Trust No.2
December 17, 1999 December 17, 1999 Armstrong Holdings, Inc.
By: /s/ Jay L. Sedwick
----------------------------------------------
Jay L. Sedwick
President
December 17, 1999 Armstrong International Telecommunications, Inc.
By: /s/ Kirby J. Campbell
----------------------------------------------
Kirby J. Campbell
Chief Executive Officer
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August 17, 1999
Armstrong International Telecommunications, Inc.
Attention: Bryan Cipoletti
Gentlemen:
Reference is hereby made to that certain proposed Agreement and Plan of
Merger, of even date herewith (the "Agreement"), between World Access, Inc.
("WAXS"), FaciliCom International, Inc. ("FCI") and Armstrong International
Telecommunications, Inc. ("AIT"), Epic Interests, Inc. and BFV Associates,
Inc. (the "Shareholders"). Terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
In order to induce FCI and the Shareholders to enter into, and in
consideration of their entering into the Agreement, and subject to the
Closing of the transactions contemplated by the Agreement, I hereby agree as
follows: as long as AIT or any of its affiliates remains a shareholder of the
Surviving Corporation, except as provided below, I will not, without the
written constant of AIT, sell or transfer, directly or indirectly, any shares
of WAXS Common Stock held by me (including my personal interest in the shares
listed on Schedule A to the Voting Agreement and any shares received upon
exercise of any WAXS Stock Options or other options). Notwithstanding the
foregoing, such restrictions shall not apply to any such sale or transfer by
me of any part of my shares of WAXS Common Stock (i) to (A) my spouse, (B)
any of my lineal descendants, (C) a partnership or trust set up for the
benefit of one or more of such persons, or (D) any entity controlled by me;
provided, however, that any proposed such sale or transfer by any of such
transferees shall be deemed to be a sale or transfer by me for purposes of
this letter agreement; or (ii) pursuant to a transaction intended to be a
charitable contribution. The provisions of this letter agreement shall
terminate upon (w) my death or disability, (x) any decision to remove, or to
not reelect, me as the Chief Executive Officer of the Surviving Corporation
in which at least fifty percent (50%) of the directors elected by the holders
of the WAXS Preferred Stock (or, upon conversion into or other acquisition of
WAXS Common Stock, by fifty percent (50%) of the directors nominated,
designated or elected by the Shareholders (or their affiliates)) vote in
favor of such removal or fail to vote in favor of such reelection, (y) the
fifth (5th) anniversary of the Closing in the event I am no longer Chief
Executive Officer of the Surviving Corporation for any reason, and (z) upon a
Change of Control of WAXS. For purposes hereof, the term "Change of Control"
means such time as (1) a "person" or "group" (within the meaning of Section
13(d) and 14(d)(2) of the Exchange Act) becomes the ultimate "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act) of more than 50% of the
total voting power of the than outstanding voting stock of WAXS on a fully
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diluted basis; (2) individuals who at the beginning of any period of two
consecutive calendar years constituted the Board of Directors (together with
any directors who are members of the Board of Directors on the date hereof
and any new directors whose election by the Board of Directors or whose
nomination for election by WAXS's stockholders was approved by a vote of at
least two-thirds of the members of the Board of Directors then still in
office who either were members of the Board of Directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the members of
such Board of Directors then in of lice; (3) the sale, lease, transfer,
conveyance or other disposition (other than by way of merger or
consolidation), in one transaction or a series of related transactions, of
all or substantially all of the assets of WAXS and its Subsidiaries taken as
a whole to any such "persons" or "group"; (4) the merger or consolidation of
WAXS, with or into another corporation or the merger of another corporation
with or into WAXS or a subsidiary of WAXS in one or a series of related
transactions with the effect that immediately after such transaction the
individuals and entities who were the beneficial owners of the outstanding
capital stock of WAXS immediately prior to the consummation of such
transaction beneficially own, directly or indirectly, less than 50% of the
outstanding shares of capital stock and voting power of the surviving
corporation; or (5) the adoption of a plan relating to the liquidation or
dissolution of WAXS. The term "disability" shall mean that, due to physical
or mental infirmity, whether total or partial, I am permanently unable to
perform my usual duties for the Surviving Corporation.
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Please indicate your consent to the foregoing by signing in the space
provided below.
Sincerely,
/s/ John D. Phillips
John D. Phillips
Accepted, agreed to and executed this
17th day of August, 1999
ARMSTRONG INTERNATIONAL TELECOMMUNICATIONS, INC.
By: /s/ Kirby J. Campbell
Name: Kirby J. Campbell
Title: Chief Executive Officer
Executive Vice President and
Treasurer
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