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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2000
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORLD ACCESS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 4813 58-2398004
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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945 E. PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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BRYAN D. YOKLEY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WORLD ACCESS, INC.
945 E. PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES OF COMMUNICATIONS TO:
LEONARD A. SILVERSTEIN, ESQ.
LONG ALDRIDGE & NORMAN LLP
5300 ONE PEACHTREE CENTER
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the tender offer by World Access for all of the issued and
outstanding shares of stock of TelDaFax Aktiengesellschaft described herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE(3)
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Common Stock, $0.01 par value........... 6,400,504 $2.491 $15,943,655.46 $4,209.13
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(1) Represents the number of additional shares of World Access' common stock
expected to be issued in connection with the tender offer by World Access of all
of the issued and outstanding shares of stock of TelDaFax. World Access
previously filed a registration statement on Form S-4 (Reg. No. 333-44864) to
cover 19,873,989 shares of World Access' common stock issuable in connection
with the tender offer. World Access is filing this registration statement on
Form S-4 pursuant to Rule 462(b) with respect to an additional 6,400,504 shares
of World Access common stock issuable in connection with the tender offer based
upon calculation of the exchange ratio applicable to the tender offer. The
amount to be registered is based upon the maximum number of shares of common
stock, par value $0.01 per share, of World Access that may be issued pursuant to
the tender offer. (2) Pursuant to Rule 457(f)(1) and Rule 457(c) under the
Securities Act of 1933, as amended (the "Act"), the proposed maximum offering
price and registration fee are based upon the average of the high and low price
of the TelDaFax common stock to be received by World Access in the transaction
described in Note 1 above as reported on the Neuer Market segment of the
Frankfurt Stock Exchange on December 18, 2000. The average of the high and low
price of the TelDaFax common stock was converted from euros to dollars. (3)
World Access previously paid a registration fee of $40,782.86 for the
registration of shares on Form S-4 (Reg. No. 333-44864) in connection with the
tender offer.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE AND INCORPORATION OF INFORMATION BY REFERENCE
This Registration Statement is being filed by World Access, Inc.
pursuant to General Instruction K to Form S-4 and Rule 462(b) under the
Securities Act of 1933, as amended, to register an additional 6,400,504
shares of the common stock of World Access for issuance in connection with the
acquisition of shares of TelDaFax Aktiengesellschaft.
World Access previously registered a total of 19,873,989 shares of its
common stock for issuance pursuant to the acquisition of TelDaFax by means of
the currently effective Registration Statement on Form S-4 (File No.
333-44864). The total number of shares of World Access common stock to be
issued pursuant to the acquisition is now expected not to exceed 26,274,493
shares. The contents of the prior Registration Statement, and exhibits thereto,
are hereby incorporated by reference into this Registration Statement.
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EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 -- Opinion of Long Aldridge & Norman LLP regarding legality of
common stock
23.1 -- Consent of Long Aldridge & Norman LLP (included in Exhibit
5.1)
23.2 -- Consent of Ernst & Young LLP with respect to the financial
statements of World Access, Inc.
23.3 -- Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of World Access, Inc.
23.4 -- Consent of Deloitte & Touche LLP with respect to the
financial statements of FaciliCom International, Inc.
23.5 -- Consent of Ernst & Young LLP with respect to the financial
statements of Long Distance International, Inc.
23.6 -- Consent of Arthur Andersen LLP with respect to the financial
statements of STAR Telecommunications, Inc.
23.7 -- Consent of Ernst & Young LLP with respect to the financial
statements of Communications Telesystems International
(d/b/a WorldxChange Communications)
23.8 -- Consent of BDO Deutsche Warentreuhand with respect to the
financial statements of TelDaFax AG.
23.9 -- Consent of Donaldson, Lufkin & Jenrette Securities
Corporation with respect to the financial opinion of
Donaldson, Lufkin & Jenrette Securities Corporation.
24.1 -- Power of Attorney of World Access (included in the signature
pages hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on December 19, 2000.
WORLD ACCESS, INC.
By: /s/ JOHN D. PHILLIPS
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John D. Phillips
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints John D. Phillips and Bryan D. Yokley, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of December 19, 2000.
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SIGNATURES TITLE
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/s/ JOHN D. PHILLIPS Chairman and Chief Executive Officer
----------------------------------------------------- (Principal Executive Officer)
John D. Phillips
/s/ BRYAN D. YOKLEY Executive Vice President and Chief Financial
----------------------------------------------------- Officer (Principal Financial Officer)
Bryan D. Yokley
/s/ HENRY C. LYON Vice President and Corporate Controller
----------------------------------------------------- (Principal Accounting Officer)
Henry C. Lyon
/s/ WALTER J. BURMEISTER President and Director
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Walter J. Burmeister
/s/ KIRBY J. CAMPBELL Director
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Kirby J. Campbell
/s/ BRYAN CIPOLETTI Director
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Bryan Cipoletti
/s/ STEPHEN J. CLEARMAN Director
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Stephen J. Clearman
Director
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John P. Imlay, Jr.
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SIGNATURES TITLE
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/s/ MASSIMO PRELZ OLTRAMONTI Director
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Massimo Prelz Oltramonti
/s/ JOHN P. RIGAS Director
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John P. Rigas
/s/ CARL E. SANDERS Director
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Carl E. Sanders
/s/ DRU A. SEDWICK Director
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Dru A. Sedwick
/s/ LAWRENCE C. TUCKER Director
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Lawrence C. Tucker
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