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EXHIBIT 99.3
STAR TELECOMMUNICATIONS, INC.
223 EAST DE LA GUERRA STREET
SANTA BARBARA, CALIFORNIA 93101
, 2000
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TO THE STOCKHOLDERS OF
STAR TELECOMMUNICATIONS, INC.
Dear Stockholder:
At the Special Meeting of Stockholders held ___________, 2000, the
stockholders of STAR Telecommunications, Inc. ("STAR") approved the merger (the
"Merger") of STAR with and into STI Merger Co. ("Sub"), a wholly-owned
subsidiary of World Access, Inc. ("World Access"). Pursuant to the Merger, the
holders of shares of STAR common stock, par value $.001 per share (the "STAR
Common Stock") are entitled to receive 0.386595 shares of World Access common
stock, par value $.01 per share (the "World Access Common Stock"), for each
share of STAR Common Stock. World Access will not issue fractional shares. In
lieu of receiving fractional shares, holders of STAR Common Stock will receive
cash (without interest) in an amount equal to the product of (i) such fractional
part of a share of World Access Common Stock multiplied by (ii) the average of
the daily closing price of World Access Common Stock on the Nasdaq National
Market for the ten (10) consecutive trading days in which such shares are traded
on the Nasdaq National Market, ending at the closing of trading on the date of
the effective time of the Merger or, if such date is not a business day, the
business day immediately preceding the date on which the effective time occurs,
subject to certain adjustments or a combination of shares of World Access Common
Stock and cash.
To exchange your shares of STAR Common Stock for shares of World Access
Common Stock, please complete and sign the enclosed letter of transmittal and
forward it in the enclosed envelope, together with the certificate(s)
representing your STAR Common Stock (if available), to Continental Stock
Transfer & Trust Company, which has been designated as the Exchange Agent for
the STAR Common Stock. Please take care to follow the instructions contained in
the letter of transmittal.
If you have any questions, require assistance or wish additional copies
of the letter of transmittal, you may telephone the Exchange Agent at
212-509-4000, extension 535.
Very truly yours,
Mary A. Casey
Secretary
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LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING
SHARES OF COMMON STOCK
OF
STAR TELECOMMUNICATIONS, INC.
, 2000
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On ___________, 2000 (the "Effective Time"), STAR Telecommunications, Inc.
("STAR") was merged (the "Merger") with and into a wholly-owned subsidiary of
World Access, Inc. ("World Access") pursuant to an Agreement and Plan of Merger,
dated as of February 11, 2000, as amended June 7, 2000 (the "Merger Agreement"),
among World Access, STI Merger Co., a wholly-owned subsidiary of World Access,
and STAR, which Merger Agreement was approved and adopted by the stockholders of
STAR on ___________, 2000. As a result of the Merger, as of the Effective Time,
each issued and outstanding share of STAR common stock, $.001 par value per
share ("STAR Common Stock") was converted into the right to receive 0.3905 of
one share of World Access common stock, $.01 par value per share ("World Access
Common Stock"), subject to certain adjustments or a combination of shares of
World Access Common Stock and cash.
In order to receive certificates representing the shares of World Access Common
Stock into which your shares of STAR Common Stock have been converted, this
Letter of Transmittal and certificates representing your shares of STAR Common
Stock should be delivered to Continental Stock Transfer & Trust Company (the
"Exchange Agent") at the following address:
BY MAIL OR BY HAND
Continental Stock Transfer & Trust Company
Two Broadway, 19th Floor
New York, New York 10004
Attn: Reorganization Department
Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery. Please carefully review the
instructions on the reverse side of this Letter of Transmittal before completing
this Letter of Transmittal. Please note that your shares of STAR Common Stock no
longer represent an ownership interest in STAR, but instead only represent the
right to receive 0.386595 of one share of World Access Common Stock for each
share of STAR Common Stock, subject to certain adjustments or a combination of
shares of World Access Common Stock and cash. If you do not return this Letter
of Transmittal and your stock certificates representing shares of STAR Common
Stock, you will not receive the certificates representing the shares of World
Access Common Stock to which you are entitled, or any dividends or distributions
which may be declared and paid thereon in the future.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ INSTRUCTIONS ON REVERSE
SIDE CAREFULLY.
Ladies and Gentlemen:
The undersigned is hereby delivering the certificates representing shares of
STAR Common Stock described below. The undersigned understands that the method
of delivery is at the option and risk of the undersigned and that risk of loss
and title to such certificates shall pass to the Exchange Agent only upon proper
delivery of such certificates with this Letter of Transmittal in accordance with
the delivery instructions contained herein.
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PLEASE FILL IN ALL APPLICABLE BLANKS; FOLLOW ALL INSTRUCTIONS
CAREFULLY AND SIGN THIS LETTER OF TRANSMITTAL
IN THE SPACE PROVIDED BELOW
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DESCRIPTION OF STAR TELECOMMUNICATIONS, INC.
COMMON STOCK
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CERTIFICATE(S) SURRENDERED
(ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY)
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TOTAL NUMBER OF SHARES
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE NUMBER(S) OF REPRESENTED BY
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATE(S) STAR COMMON STOCK CERTIFICATE(S)
----------------------------------------------------------------------------- ----------------------------------------------------
<S> <C> <C>
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TOTAL SHARES
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions on Reverse Side)
To be completed ONLY if certificates for shares of World Access Common Stock are
to be issued to someone other than the person or persons whose signature(s)
appear(s) on this Letter of Transmittal or to an address other than shown in the
box above.
Issue Stock Certificate to:
Name
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Address
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Taxpayer ID #
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SIGN HERE
(Please complete substitute Form W-9 below)
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Name of Owner(s) Title(s)
(Please Print) Signature of Owner(s) (if any)
<S> <C> <C>
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PLEASE NOTE: MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S)
ON STOCK CERTIFICATE(S). IF SIGNATURE IS BY AN OFFICER OF A CORPORATION,
ATTORNEY-IN-FACT, AGENT, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR OTHER
PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH FULL
TITLE AND SEE INSTRUCTION 1.
Address
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Area Code and Telephone
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GUARANTEE OF SIGNATURE(S)
(See Instruction 1)
PAYOR'S NAME: WORLD ACCESS, INC.
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<CAPTION>
<S> <C> <C>
SUBSTITUTE PART 1-Please provide your TIN in the box at Social Security Number OR
right and certify by signing and dating below. Employer Identification Number
---------------------------------
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE PART 2-Check the box if you are NOT subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code of 1986 because
(1) you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no longer subject to backup
withholding [ ]
PAYOR'S REQUEST FOR
TAXPAYER IDENTIFICATION PART 3-CERTIFICATION-Under the penalties of perjury, I certify that the
NUMBER ("TIN") AND information provided on this form is true, correct and complete.
CERTIFICATION
Print your name:
--------------------------------
Address:
-----------------------------------------
----------------------------------------- [ ] Awaiting TIN
Signature:
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Date:
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<PAGE> 4
INSTRUCTIONS
(1) SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of
the shares of STAR Common Stock to be delivered herewith (the
"Shares"), the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate without alteration, enlargement
or any change whatsoever.
If any certificate is registered in the name of two or more persons,
all such persons should sign this Letter of Transmittal.
If the names on two or more certificates are registered differently on
such certificates (such as having a middle initial on one certificate
and a completed middle name on the other), it will be necessary to
complete, sign and submit as many separate Letters of Transmittal (or
copies) as there are different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of
the certificate(s) listed hereon and delivered herewith, no
endorsements of certificates or separate stock powers are required, and
the signature(s) need not be guaranteed unless the stock certificates
representing shares of World Access Common Stock are to be issued in
the name of any person or persons other than the registered holder(s).
If the stock certificates representing shares of World Access Common
Stock are to be issued in the name of any person or persons other than
the registered holder(s), the signature(s) of the registered holder(s)
on the Letter of Transmittal must be guaranteed with an authorized
medallion signature guarantee.
If the Letter of Transmittal is signed by a person or persons other
than the registered holder(s) of the certificates listed hereon and
delivered herewith, then the certificates must be endorsed or
accompanied by appropriate stock powers, in either case, signed exactly
as the name(s) of the registered holder(s) appear(s) on such
certificates. The signature(s) of the registered holder(s) on any such
certificates or stock powers must be guaranteed with an authorized
medallion signature guarantee.
If this Letter of Transmittal or any certificate or stock power is
signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate
when signing, and proper evidence, satisfactory to the Exchange Agent,
of the authority of such person to so act must be delivered together
with this Letter of Transmittal and the certificates.
(2) DELIVERY OF LETTER OF TRANSMITTAL, STOCK CERTIFICATES AND OTHER
DOCUMENTS.
This Letter of Transmittal together with all of your stock certificates
representing all of your shares of STAR Common Stock and any other
documents that may be required pursuant to these instructions should be
delivered to the following address:
Continental Stock Transfer & Trust Company
Two Broadway, 19th Floor
New York, New York 10004
Attn: Reorganization Department
For your convenience, a pre-addressed envelope is enclosed if you
choose to mail the certificates.
The method of delivery of this Letter of Transmittal and your
certificates is at your option and risk, and risk of loss and title to
such certificates will pass to the Exchange Agent only upon proper
delivery of this Letter of Transmittal and such certificates in
accordance with the delivery instructions contained herein.
If delivery of this Letter of Transmittal and your certificates is by
mail, it is recommended that you use registered mail with return
receipt requested, properly insured.
(3) STOCK TRANSFER TAXES.
If the stock certificates representing shares of World Access Common
Stock are to be issued in the name of any person or persons, other than
the registered holder(s), or if this Letter of Transmittal is signed by
a person or persons other than the registered holder(s), then proper
evidence, satisfactory to the Exchange Agent, that any stock transfer
taxes (whether imposed on the registered holder, such other person or
otherwise) have been paid or are not required to be paid must be
submitted together with this Letter of Transmittal and the
certificates.
(4) LOST, MISPLACED OR DESTROYED CERTIFICATES.
If your certificate(s) representing shares of STAR Common Stock have
been lost, misplaced or destroyed, please contact the Exchange Agent in
writing at the address set forth above to obtain a Lost Stock Affidavit
and Indemnity Agreement and any other documents (including bonding
documents) as the Exchange Agent may request in order for you to
receive the shares of World Access Common Stock to which you may be
entitled.
(5) PROMPT DELIVERY, CASH PAYMENT IN LIEU OF FRACTIONAL SHARES.
Please promptly deliver this Letter of Transmittal and your
certificates in accordance with these instructions. Shares of STAR
Common Stock no longer represent an ownership interest in STAR, but
instead only represent the right to receive 0.3905 of one share of
World Access Common Stock for each share of STAR Common Stock, subject
to certain adjustments or a combination of shares of World Access
Common Stock and cash. Until you deliver this Letter of Transmittal and
your stock certificates representing shares of STAR Common Stock, you
will not receive any shares of World Access Common Stock to which you
are entitled, or any dividends or distributions which may be declared
and paid thereon in the future.
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No fractional shares of World Access Common Stock will be issued.
Instead, the Exchange Agent will pay, in cash (rounded to the nearest
cent), without interest, an amount equal to the product of (i) such
fractional part of a share of World Access Common Stock multiplied by
(ii) the average of the daily closing price of World Access Common
Stock on the Nasdaq National Market for the ten (10) consecutive
trading days in which such shares are traded on the Nasdaq National
Market, ending at the close of trading on the date of the effective
time of the Merger or, if such date is not a business day, the business
day immediately preceding the date on which the effective time occurs.
(6) SUBSTITUTE FORM W-9.
Please complete, sign and date the Substitute Form W-9 included as part
of the Letter of Transmittal. Failure to complete the Substitute Form
W-9 may subject you to 31% federal income tax withholding of any
dividend or cash payment made to you in respect of any shares of World
Access Common Stock.
(7) REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Requests for assistance or additional copies of this Letter of
Transmittal may be directed, by phone or in writing, to Reorganization
Department, at Continental Stock Transfer & Trust Company, Two
Broadway, 19th Floor, New York, NY 10004, (212) 509-4000, extension
535.
