<PAGE> 1
As filed with the Securities and Exchange Commission on December 12, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
WORLD ACCESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0044209
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
945 EAST PACES FERRY ROAD
SUITE 2240
ATLANTA, GEORGIA 30326
(Address, including zip code, of principal executive offices)
WORLD ACCESS, INC. 1991 STOCK OPTION PLAN
(Full title of the plan)
MARK A. GERGEL STEVEN E. FOX, ESQ.
WORLD ACCESS, INC. ROGERS & HARDIN
945 EAST PACES FERRY ROAD 2700 INTERNATIONAL TOWER
SUITE 2240 229 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30303
(404) 231-2025 (404) 522-4700
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum Proposed Aggregate
Title of Securities to be Amount to be Offering Price Per Maximum Offering Amount of
Registered Registered(2) Share Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share (1) 1,742,500 $8.625 $15,029,062.50(3) $4,555
=============================================================================================================================
</TABLE>
(1) Issuable pursuant to World Access, Inc. 1991 Stock Option Plan, as
amended.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of cancelled,
terminated or expired options for Common Stock, or pursuant to the
antidilution adjustment provisions of the Plan.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and solely for the purpose of calculating the applicable registration
fee, the proposed maximum offering price per share has been estimated
at $8.625, which amount represents the average of the high and low
sales prices of the common stock of World Access, Inc. on December
10, 1996 as reported on the Nasdaq Stock Market's National Market.
--------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus which constitutes part of this Registration Statement also relates
to an aggregate of 307,500 shares of the Registrant's common stock registered
on Form S-8, Registration No. 33-47752, filed with the Securities and Exchange
Commission on May 7, 1992.
--------------------
<PAGE> 2
REGISTRATION STATEMENT
ON
FORM S-8
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The document(s) containing the information specified in Part I of Form
S-8 have been or will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report on Form 10-K, or, if
the financial statements therein are more current, the Registrant's
latest prospectus, other than the prospectus of which this document is
a part, filed pursuant to Rule 424(b) or (c) of the Securities and
Exchange Commission under the Securities Act;
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996, as amended by Amendment No. 1 on
Form 10-Q/A which was filed with the Commission on June 24, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996, as amended by Amendment No. 1 on
Form 10-Q/A which was filed with the Commission on August 26, 1996, as
further amended by Amendment No. 2 on Form 10-Q/A which was filed with
the Commission on September 23, 1996;
(d) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996;
(e) The Registrant's Current Report on Form 8-K filed with
the Commission on June 19, 1996;
(f) The description of the Registrant's Common Stock which is
contained in the Registrant's registration statement on Form 8-A under
the Exchange Act, including any amendment or reports filed for the
purpose of updating such description; and
(e) The Registrant's Proxy Statement, dated April 26, 1996,
relating to the May 23, 1996 Annual Meeting of the Stockholders of the
Registrant.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all the shares of Common Stock offered hereby have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or to any of its stockholders for monetary damages for a
breach of fiduciary duty as a director, except (i) for breach of the director's
duty of loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for certain
unlawful dividends and stock repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.
Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation in such capacity on behalf of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 145 of the DGCL provides that in the case of an action by or
in the right of a corporation to procure a judgment in its favor, a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any action or suit by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation in such capacity on behalf of another
corporation or enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under standards similar to those
set forth in the proceeding paragraph, except that no indemnification may be
made in respect of any action or claim as to which such person shall have been
adjudged to be liable to the corporation unless a court determines that such
person is fairly and reasonably entitled to indemnification.
Articles VIII and IX of the Company's Certificate of Incorporation
provide that the Company shall indemnify its directors, officers and employees
to the fullest extent permissible under the DGCL.
Section 2.d. of the Company's 1991 Stock Option Plan, as amended (the
"Plan"), provides that, with respect to the administration of the Plan and the
granting of Options under it, each of the directors and the committee appointed
by the Board of Directors of the Company to administer the Plan will be
entitled to indemnification from the Company for all expenses (including
advances of litigation expenses, the amount of judgment and the amount of
approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by such director in connection with or arising out of any action, suit or
proceeding with respect to the administration of the Plan or the granting of
Options under it in which such member may be involved by reason of his being or
having been a member of the Board of Directors or a committee; provided,
however, that such indemnity will not include any expenses incurred by such
director (i) with regard to matters as to which such director shall have been
finally adjudged in such action suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of such director's duties
as a member of the Board of Directors or a committee; or (ii) with regard to
any matter in which any settlement is effected to an amount in excess of the
amount approved by the Company on the advice of its legal counsel.
II-2
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered
which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
of controlling person of the Registrant in the successful
defense of any action, suit or proceedings) is asserted by
such director, officer or controlling
II-3
<PAGE> 5
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 12th day of
December, 1996.
WORLD ACCESS, INC.
By: /s/ STEVEN A. ODOM
-------------------------------------
Steven A. Odom
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of December 12, 1996.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
* Director
- -----------------------------------
Stephen J. Clearman
/s/ MARK A. GERGEL Vice President and Chief
- ----------------------------------- Financial Officer
Mark A. Gergel
* Corporate Controller and
- ----------------------------------- Secretary
Martin D. Kidder
* Chairman of the Board and
- ----------------------------------- Chief Executive Officer
Steven A. Odom
* Director
- -----------------------------------
William P. O'Reilly
* Director
- -----------------------------------
John D. Phillips
* Director
- -----------------------------------
Stephen E. Raville
* President, Chief Operating
- ----------------------------------- Officer and Director
Hensley E. West
</TABLE>
*By: /s/ MARK A. GERGEL
-------------------------------
As Attorney-In-Fact
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of *
the Registrant and Amendment to Restated
Certificate of Incorporation (incorporated
by reference to the Registrant's
Registration Statement on Form S-18,
Registration No. 33-41255-1, Exhibits 2
and 2.1, respectively, and Second
Amendment to Restated Certificate of
Incorporation incorporated herein by
reference to Form 10-K for the fiscal
year ended December 31, 1992, Exhibit
3.2, and Third Amendment to Restated
Certificate of Incorporation incorporated
herein by reference to Amendment No. 2 to
Form S-2, Registration No. 33-87026,
Exhibit 4.1-1, filed February 14, 1995).
4.2 Copy of the Bylaws of the Registrant, as *
amended (incorporated by reference to the
Registrant's Registration Statement on
Form S-18, Registration No. 33-41255-A,
Exhibit 3 and the First Amendment to
Bylaws incorporated herein by reference
to Exhibit 3.4 to the Registrant's Form
10-K for the fiscal year ended December
31, 1992).
5 Opinion of Rogers & Hardin. ___
23.1 Consent of Price Waterhouse LLP. ___
23.2 Consent of Tedder, Grimsley and Co. ___
23.3 Consent of Rogers & Hardin
(contained in Exhibit 5 hereto).
24 Powers of Attorney. ___
</TABLE>
- -------------------------
* Incorporated herein by reference as indicated above.
II-6
<PAGE> 1
EXHIBIT 5
[The following text appears as letterhead:
Rogers & Hardin
Attorneys At Law
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 522-4700
TELEX: 54-2335
TELECOPIER: (404) 525-2224]
December 12, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: World Access, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") registering under the Securities Act of 1933, as amended
(the "Act"), 1,742,500 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company issuable in connection with the Company's 1991
Stock Option Plan, as amended (the "Plan"). (All such shares of Common Stock
are referred to herein as the "Shares".)
The opinion hereinafter set forth is given pursuant to Item 8 of Form
S-8 and Item 601 of Regulation S-K. Such opinion is given solely for the
benefit of the Commission, may be relied upon only by the Commission in
connection with the Registration Statement and may not be used, circulated,
quoted or referred to by or filed with any other person or entity, including
any other governmental unit or agency, without first obtaining the express
written consent of this firm.
In giving the opinion hereinafter set forth, we have examined the
minutes of the proceedings of the stockholders and the Board of Directors of
the Company, the Plan and such other agreements, documents, instruments and
records as we deemed necessary or appropriate under the circumstances for us to
express the opinion hereinafter set forth. As to various factual matters that
are material to our opinion, we have relied upon certificates of officers of the
<PAGE> 2
Securities and Exchange Commission
December 12, 1996
Page 2
Company and certificates of various public officials. In making the foregoing
examinations, we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, the authority of the
person or persons who executed each of such documents on behalf of any person
or entity other than the Company, the correctness and accuracy of all
certificates of officers of the Company and the correctness and accuracy of all
certificates of various public officials.
We are members of the Bar of, and are admitted to practice only in,
the State of Georgia. Accordingly, we express no opinion herein as to the laws
of any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL"). To the extent that any of the
opinions contained herein requires consideration of the laws of a state other
than the State of Georgia or the DGCL, we have assumed, with your permission,
that the laws of such state are the same as the laws of the State of Georgia.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the Plan against payment in full of
the purchase price therefor, will be validly issued, fully paid and
nonassessable.
Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
is to be inferred beyond the matters expressly so stated. Such opinion is given
as of the date hereof, and we expressly decline any undertaking to revise or
update such opinion subsequent to the date hereof or to advise the Commission
of any matter arising subsequent to the date hereof that would cause us to
modify, in whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
ROGERS & HARDIN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 20, 1996, which appears on page
33 of the 1995 Annual Report to Shareholders of World Access, Inc. F/K/A Restor
Industries, Inc., which is incorporated by reference in World Access, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
December 9, 1996
<PAGE> 1
[Tedder, Grimsley & Company, P.A. Letterhead]
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
May 23, 1996 relating to the financial statements of Comtech Sunrise, Inc. in
the World Access, Inc.'s Registration Statement on Form S-8.
/s/ Tedder, Grimsley & Company
Tedder, Grimsley & Company, P.A.
December 9, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark A. Gergel his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 of World Access, Inc., relating to the World Access, Inc.
1991 Stock Option Plan, filed with the Securities and Exchange Commission, and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or 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 attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 23rd day of August, 1996.
/s/ STEPHEN J. CLEARMAN
----------------------------------------
Stephen J. Clearman
/s/ MARTIN D. KIDDER
----------------------------------------
Martin D. Kidder
/s/ STEVEN A. ODOM
----------------------------------------
Steven A. Odom
/s/ WILLIAM P. O'REILLY
----------------------------------------
William P. O'Reilly
/s/ JOHN D. PHILLIPS
----------------------------------------
John D. Phillips
/s/ STEPHEN E. RAVILLE
----------------------------------------
Stephen E. Raville
/s/ HENSLEY E. WEST
----------------------------------------
Hensley E. West
