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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 26, 2000 (June 7, 2000)
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 5. OTHER EVENTS.
On June 7, 2000, World Access, Inc. ("World Access") and STAR
Telecommunications, Inc. ("STAR") entered into a First Amendment to Agreement
and Plan of Merger pursuant to which they amended their merger agreement in
order to accommodate STAR's contract for the sale of its subsidiary, PT-1
Communications, Inc. ("PT-1"), to Counsel Communications LLC ("Counsel"). Under
the merger agreement, the merger is subject to, among other things, the
divestiture by STAR of PT-1 for minimum net cash proceeds of $150 million. Under
the amended agreement, the required minimum net cash proceeds from the sale of
PT-1 to Counsel has been reduced from $150 million to $120 million.
Further, under the amended merger agreement, each STAR stockholder will receive
0.3866 shares of World Access stock for each share of STAR stock. This
represents a reduction from the original exchange ratio of 0.3905. As with the
prior agreement, World Access retains the right to pay up to 40% of the merger
consideration in cash.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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99 Press Release, issued June 7, 2000.
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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: June 26, 2000 By: /s/ MARTIN D. KIDDER
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Martin D. Kidder
Vice President and Controller
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99 Press Release, issued June 7, 2000.
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