UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Amending Part II, Items 5 and 6)
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Three Months Ended June 30, 1996.
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to
________.
Commission file number 0-19998
WORLD ACCESS, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 65-0044209
(State of Incorporation) (I.R.S. Employer Identification No.)
4501 Vineland Road, Orlando, Florida 32811
(Address of principal executive offices) (Zip Code)
(407) 843-7031
(Registrant's telephone number)
RESTOR INDUSTRIES, INC.
(Former name of Registrant)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, Par Value $.01 Per Share
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO
The number of shares outstanding of the Registrant's common stock, par
value $.01 per share, at August 23, 1996 was 12,620,719.
<PAGE>
Item 5. Other Information
On June 19, 1996, the Company changed its corporate name to World
Access, Inc.
On June 25, 1996, the Company's common stock began trading in the
Nasdaq National Market under the symbol "WAXS".
On or about July 25, 1996, the Company received a letter from Rates
Technology, Inc. ("RTI") in which RTI alleged the breach of certain agreements
(the "RTI Agreements") relating to the Company's smart pay telephone operations,
which operations were discontinued in December 1992. Subsequently, the Company
has received several additional letters from RTI demanding the payment of
certain amounts allegedly due RTI under the RTI Agreements and threatening legal
action if such amounts are not paid. The Company does not believe that it has
breached the RTI Agreements or that it owes any amounts to RTI thereunder. If
RTI commences legal action against the Company, the Company believes that it has
meritorious defenses to any such action and intends to vigorously defend itself.
On September 6, 1996, the Company entered into a Settlement and Release
Agreement (the "Release Agreement") with RTI. The Release Agreement modifies the
terms of the RTI Agreements relating to the Company's smart pay telephone
operations, which operations were discontinued in December 1992. Pursuant to the
terms and conditions of the Release Agreement: (i) the Company and RTI
terminated one of the RTI Agreements and extended the term of a license granted
by RTI to the Company; (ii) the Company paid to RTI $25,000.00 in cash; and
(iii) the Company and RTI each received a general release from the other party
from any and all claims or disputes, of any nature whatsoever, direct or
indirect, from the beginning of time through, and including, the date of the
execution of the Release Agreement, including, without limitation, any and all
claims or disputes between the parties arising from the terms and conditions of
the RTI Agreements.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4.1-2 Certificate of Amendment to restated Certificate of Incorporation, as
amended, incorporated herein by reference to Exhibit 4.1-2 to the Registrant's
registration statement on Form S-3, Registration No. 333-07087.
27.1 Financial Data Schedule
99.1 Settlement and Release Agreement dated as of September 6, 1996 by and
between World Access, Inc. and Rates Technology, Inc.
(b) Report on Form 8-K
On June 18, 1996, the Company filed a Report on Form 8-K, disclosing that its
acquisition of Comtech-Sunrise, Inc., a Livermore, California-based company
which designs, manufactures and markets telecommunications products, was
approved by the State of California Department of Corporations and completed in
its final form.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLD ACCESS, INC.
By: /s/ Mark A. Gergel
------------------------
Mark A. Gergel
Vice President and Chief
Financial Officer
Dated: September 23, 1996
<PAGE>
Exhibit No. 99-1
SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and
entered into as of the 6th day of September, 1996, by and between RATES
TECHNOLOGY INC., a Delaware corporation ("Rates"), and WORLD ACCESS, INC. (f/k/a
Restor Industries, Inc.), a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and Rates entered into that certain Nonexclusive
Patent License dated August 19, 1991, as amended by that certain Addendum to
Non-Exclusive Patent License dated as of February 21, 1992 (the "License"), and
that certain Agreement dated August 19, 1991 (the "Rates Agreement"), whereby
Rates licensed to the Company certain rights (the "Licensed Rights") with
respect to the manufacture and sale of Pay Telephones (as defined in the
License) containing pay telephone technology covered by U.S. Patent No.
4,122,308 entitled "Telephone Call Metering Device" (the "Patent"), and the
Company agreed to pay to Rates License Fees and Foreign License Fees (as each
term is defined in Section 3 of the License) in consideration for the grant of
the Licensed Rights;
WHEREAS, the Company and Rates are in disagreement as to their
respective rights and obligations with respect to the License and the Rates
Agreement; and
WHEREAS, the parties hereto wish to terminate the Rates Agreement,
clarify their rights and obligations with respect to the License and give their
mutual and general releases of all their respective claims in the manner and on
the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and releases herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
both parties hereto, it is hereby agreed as follows:
Section 1. Cancellation of the Rates Agreement. Notwithstanding any
of the terms and conditions of the Rates Agreement to the contrary with respect
to the termination thereof, the Company and Rates hereby terminate the Rates
Agreement, effective as of the date of this Agreement. Each of the parties
hereto agrees that neither the Company nor Rates shall have or possess any
rights against or obligations to the other party thereto with respect to any of
the representations, warranties, covenants and agreements set forth therein. In
addition, each of the parties hereto covenants and agrees that the termination
of the Rates Agreement as set forth herein shall not constitute a breach or
default under or create any further or additional duties or obligations with
respect to the License by either party hereto.
<PAGE>
Section 2. Extension of the License. The Company and Rates hereby
agree that, notwithstanding the terms and conditions of the License to the
contrary with respect to the term thereof, the term of the License, as set forth
in Section 3.A. thereof, shall be extended until the date of the expiration of
the Patent, as such expiration date may be extended, for any reason, from time
to time.
Section 3. Consideration for Extension. In addition to the mutual
covenants, agreements and releases granted herein, as consideration for the
extension of the License as set forth herein, the Company shall pay to Rates,
contemporaneously with the execution and delivery of this Agreement, cash in the
amount of TWENTY-FIVE THOUSAND DOLLARS ($25.000.00) (the "Consideration") by
wire transfer on the date hereof of immediately available federal funds to an
account designated by Rates. To the best knowledge of the Company, as of the
date hereof, the Company has not sold more than five hundred (500) Pay
Telephones in the United States, its territories, dependencies and possessions.
Section 4. Priority; No Further Obligations. To the extent the terms
and conditions of this Agreement alter or vary the terms and conditions of the
License, the parties hereto agree that the terms and conditions of this
Agreement shall be deemed to have modified, amended and superseded the terms and
conditions of the License, notwithstanding any terms or conditions therein to
the contrary. Each of the parties hereto agrees that the Company's obligations
to Rates as set forth in this Agreement shall be the only obligations of the
Company with respect to the payment of License Fees, Foreign License Fees or
other royalties for the use of the Licensed Rights, and the Company shall have
no further duties or obligations to Rates with respect to the payment of any
further, supplemental or additional License Fees, Foreign License Fees or other
royalties for the use of the Licensed Rights. Each of the parties hereto further
agrees that the rights, duties and obligations of the Company as set forth
herein represent the entire consideration payable by the Company to Rates for
the grant of the Licensed Rights by Rates to the Company, and Rates shall have
no claims or causes of action against the Company with respect to the Company's
use of the Licensed Rights from and after the date of this Agreement.
Section 5. No Other Amendments to License. Except as amended
hereby, the terms and provisions of the License shall remain in full force and
effect.
Section 6. Release of Claims by Rates. Notwithstanding anything in the
Rates Agreement, the License or any other agreement between Rates and the
Company to the contrary, Rates, for itself and on behalf of its shareholders,
directors, officers, affiliates, employees, agents, representatives, successors
and assigns, hereby releases, waives, acquits, withdraws, retracts and forever
discharges any and all claims, manner of actions, causes of action, whether at
law or in equity, suits, judgments, debts, liens, contracts, agreements,
promises, liabilities, demands, damages, losses, costs, expenses or disputes,
known or unknown, fixed or contingent, which it now has or may have hereafter,
directly or indirectly, individually or in any capacity (collectively,
"Claims"), against the Company or, to the extent applicable, any and all of the
Company's present or former affiliates, parents, subsidiaries, predecessors,
successors and assigns, as well as its present or former owners, stockholders,
investors, lenders, agents, independent contractors, directors, officers,
partners, employees, associates, representatives, consultants, attorneys and
insurers, by reason of any act, omission, matter, cause or thing whatsoever,
from the beginning of time to, and including, the date of the execution of this
Agreement; provided, however, that the foregoing shall in no way affect the
rights of the parties arising under this Agreement.
<PAGE>
Section 7. Release of Claims by the Company. Notwithstanding anything
in the Rates Agreement, the License or any other agreement between Rates and the
Company to the contrary, the Company, for itself and on behalf of its
shareholders, directors, officers, affiliates, employees, agents,
representatives, successors and assigns, hereby releases, waives, acquits,
withdraws, retracts and forever discharges any and all Claims against Rates or,
to the extent applicable, any and all of Rates' present or former affiliates,
parents, subsidiaries, predecessors, successors and assigns, as well as its
present or former owners, stockholders, investors, lenders, agents, independent
contractors, directors, officers, partners, employees, associates,
representatives, consultants, attorneys and insurers, by reason of any act,
omission, matter, cause or thing whatsoever, from the beginning of time to, and
including, the date of the execution of this Agreement; provided, however, that
the foregoing shall in no way affect the rights of the parties arising under
this Agreement.
Section 8. Non-Assignment of Claims. Each of the parties hereto
represents and warrants to the other party hereto that it has not made any
assignment or other transfer of any interest in or right to any claim released
by such party under the terms of this Agreement.
Section 9. Miscellaneous.
a. Binding Effect; Construction. The covenants contained
herein shall bind, and the benefits hereof shall inure to the benefit
of, the respective heirs, personal representatives, administrators,
successors and permitted assigns, to the extent applicable, of the
parties hereto. Unless the context otherwise requires, the singular
shall be construed to include the plural and the plural the singular,
and the masculine shall be construed to include the feminine and the
neuter and the feminine and the neuter the masculine.
b. Entire Agreement; Severability. This Agreement contains the
entire agreement between the parties hereto relating to the matters
provided herein, and no representations, promises or agreements, oral
or otherwise, not expressly contained or incorporated by reference
herein shall be binding on either party hereto. The provisions of this
Agreement are severable and the invalidity of one or more of the
provisions herein shall not have any effect upon the validity or
enforceability of any other provision hereof.
c. Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New
York, without giving effect to any principles of conflict of laws.
d. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original and
both of which together shall constitute one and the same agreement.
e. Understanding of the Parties. EACH OF THE UNDERSIGNED
PARTIES FURTHER ACKNOWLEDGES THAT IT HAS CAREFULLY READ EACH OF THE
TERMS AND PROVISIONS OF THIS SETTLEMENT AND RELEASE AGREEMENT AND
UNDERSTANDS ITS CONTENTS, THAT EACH PARTY HERETO EXECUTED THIS
SETTLEMENT AND RELEASE AGREEMENT AS ITS OWN FREE ACT AND DEED, AND EACH
PARTY HERETO REPRESENTS AND WARRANTS TO BE DULY AUTHORIZED AND
COMPETENT TO EXECUTE THIS SETTLEMENT AND RELEASE AGREEMENT.
<PAGE>
IN WITNESS WHEREOF, Rates and the Company have each caused this
Agreement to be executed, sealed and delivered, all as of the date and year
first written above.
RATES TECHNOLOGY INC.
By: \s\ Ginny Anne Cylvick
----------------------------
Its: Vice President of Operations
WORLD ACCESS, INC.
By: \s\ Mark A. Gergel
---------------------------
Its: Vice President and Chief
Financial Officer
