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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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WORLD ACCESS, INC.
TELCO SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.01 per share, of Telco Systems, Inc. ("Telco
Systems Common Stock").
(2) Aggregate number of securities to which transaction applies:
11,096,200 shares of Telco Systems Common Stock
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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Explanatory Note: The following Special Notice was posted to the world wide
web sites of each of World Access, Inc. (http://www.waxs.com) and Telco
Systems, Inc. (http://www.telco.com) on November 24, 1998.
SPECIAL NOTICE REGARDING
WORLD ACCESS, INC. AND TELCO SYSTEMS, INC.
PENDING BUSINESS COMBINATION
NOVEMBER 24, 1998
Reference is made to that certain (i) Agreement and Plan of Merger and
Reorganization, dated as of June 4, 1998, as amended by the First Amendment
thereto dated as of October 27, 1998 (as so amended, the "Merger Agreement"),
among World Access, Inc. (formerly known as WAXS INC., "World Access"), Telco
Systems, Inc. ("Telco Systems"), WA Telcom Products Co., Inc. (formerly known as
World Access, Inc.) and Tail Acquisition Corporation (the "Merger Sub"), and
(ii) the Joint Proxy Statement/Prospectus of World Access and Telco Systems
dated November 10, 1998 relating to, among other things, the proposed merger of
Telco Systems with and into the Merger Sub contemplated by the Merger Agreement
(the "Merger").
Capitalized terms used in this Special Notice and not otherwise defined
shall have the meanings ascribed to them in the Joint Proxy
Statement/Prospectus.
This Special Notice is being posted to disclose the following information:
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World Access Market Price ................................... $22.7501
Approximate Number of Shares of
World Access Common Stock into which
each share of Telco Systems Common Stock
will be converted in the Merger ........................... .5862
Approximate Amount of Cash
into which each share of Telco Systems
Common Stock will be converted in the Merger .............. $ 0
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