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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-29782
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NOTIFICATION OF LATE FILING
(Check One):[ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: September 30, 2000
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
World Access, Inc.
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Full name of registrant
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Former name if applicable
945 E. Paces Ferry Road, Suite 2200
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Address of principal executive office (STREET AND NUMBER)
Atlanta, GA 30326
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City, state and zip code
PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)
[X] (a) | The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
[X] (b) | The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K, or Form N-SAR, or portion
| thereof will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof
| will be filed on or before the fifth calendar day following the
| prescribed due date; and
|
(c) | The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
World Access and WorldxChange Communications executed an Executive Management
Services Agreement on August 1, 2000. Based on this agreement, World Access
initially accounted for the purchase of WorldxChange as of August 1, 2000,
consolidating the results of WorldxChange from that date. World Access has
determined not to consolidate WorldxChange's financial results until the
WorldxChange merger is completed. As all financial statements have been prepared
with WorldxChange consolidated as of August 1, 2000, the financial statements
must be modified to exclude WorldxChange. Such modifications cannot be completed
within the prescribed time period and therefore necessitate this request for
relief pursuant to Rule 12b-25(b).
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bryan D. Yokley 404 231-2025
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
Based upon the recent decision by the Company to not consolidate the
results of WorldxChange as of August 1, 2000, the Company has not yet
finalized the accounting for its third quarter operating results but
does anticipate a significant change in operating results from the
third quarter 1999. The significant change in operating results relate
primarily to a restructuring charge in the third quarter of 2000 of
$38.3 million, related to the integration of WorldxChange and other
acquisitions. This charge reflects one-time costs associated with the
consolidation of facilities, severance, integration of network
operations, and elimination of duplicate activities. In addition,
selling, general and administrative costs in the quarter also included
a one-time charge of $34.6 million related to costs associated with
migration of billing systems and re-branding of all European retail
activities using the NETnet brand, and to increase reserves for
doubtful accounts associated with changes in credit policies and
industry conditions.
WORLD ACCESS, INC
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 14, 2000 By /s/ Bryan D. Yokley
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Bryan D. Yokley
Executive Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T.
