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<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-21079
Prospectus Supplement
Dated June 3, 1997
to the Prospectus dated February 12, 1997
WORLD ACCESS, INC.
Attached hereto is a table setting forth certain information regarding
the Selling Stockholders identified therein (the "Revised Table"), which
information supplements the Prospectus dated February 12, 1997 contained in the
Registration Statement on Form S-3, No. 333-21079 (the "Registration
Statement"), filed by World Access, Inc. (the "Company"). The Revised Table
reflects the transfer of certain of the Company's securities registered by the
Registration Statement and sets forth the name of each Selling Stockholder as
of the date of this Prospectus Supplement.
<PAGE> 2
SELLING STOCKHOLDERS
The following table sets forth certain information as of June 3, 1997
with respect to the Selling Stockholders.
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------- -------------------------------
NUMBER OF NUMBER OF
SHARES NUMBER OF SHARES PERCENT OF
BENEFICIALLY SHARES REGISTERED BENEFICIALLY OUTSTANDING
OWNED (1) FOR SALE HEREBY(1) OWNED SHARES
-------------- ------------------ --------------- -------------
<S> <C> <C> <C> <C>
Timothy J. Amidon 150,000 150,000 -0- *
Dee Anderson 110,000 110,000 -0- *
Jeffrey C. Brenner 30,000 30,000 -0- *
Darren Bryant 8,040 8,040 -0- *
BVA Associates(2) 443,445 343,028 100,417 *
Stephen J. Clearman(3) 991,345 789,699 201,646 1.1%
Clearman, Lieber & Co.(2) 443,445 343,028 100,417 *
Coastal Utilities, Inc. 120,000 120,000 -0- *
Creditanstalt American 230,000 230,000 -0- *
Corporation(4)
William W. Cunningham 10,000 10,000 -0- *
Christopher C. Demetree 47,000 47,000 -0- *
Mark C. Demetree 130,000 130,000 -0- *
J.C. Demetree Jr. 60,000 60,000 -0- *
Donald P. Dennis 144,140 144,140 -0- *
Dennis Family Trust 38,700 38,700 -0- *
Donald P. Dennis M.D. PC 110,000 110,000 -0- *
TTEE Profit Sharing Plan
David C. Drysdale 50,000 50,000 -0- *
Mark H. and 40,000 40,000 -0- *
Marcia M. Dunaway
Sigmund Eisenschenk(5) 6,667 6,667 -0- *
L. Elozory Family Trust 40,000 40,000 -0- *
3/26/80
Fisher Family Trust 80,000 80,000 -0- *
Geocapital Ventures(6) 409,028 343,028 66,000 *
Geocapital II, LP(6) 547,900 446,671 101,229 *
Mark A. Gergel(7) 177,310 8,000 169,310 *
Henry T. and Dianne M. 13,413 8,000 5,413 *
Grytza(8)
Trust Company of Southeast 50,000 50,000 -0- *
Georgia, TTEE FBO Lee W.
Hollingsworth IRA
Robert W. Baird & Co., Inc., 40,000 40,000 -0- *
TTEE FBO David Hyman IRA
David Hyman Revocable Trust 40,000 40,000 -0- *
3/24/84
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------- -------------------------------
NUMBER OF NUMBER OF
SHARES NUMBER OF SHARES PERCENT OF
BENEFICIALLY SHARES REGISERED BENEFICIALLY OUTSTANDING
OWNED (1) FOR SALE HEREBY(1) OWNED SHARES
-------------- ------------------ --------------- -------------
<S> <C> <C> <C> <C>
Investor's Equity Inc. 100,000 100,000 -0- *
Stephan R. Jack(9) 38,630 4,151 34,479 *
Margaret Jackson 40,000 40,000 -0- *
Kanawha Insurance Company 20,000 20,000 -0- *
Lancaster & Chester Railway 120,000 120,000 -0- *
Company
Keith I. and Sandra K. 8,055 4,705 3,350 *
Larsen(10)
The Lovett School(11) 16,330 16,330 -0- *
Frank M. Maloof 10,000 10,000 -0- *
Stephen G. Maloof 10,000 10,000 -0- *
Gerard L. Meyer 20,000 20,000 -0- *
Steven A. Odom(12) 940,780 707,280 233,500 1.3
Robert N. O'Hara(10) 200,919 186,339 14,580 *
William P. O'Reilly(13) 407,000 407,000 -0- *
I.L. O'Sullivan, Jr. 40,000 40,000 -0- *
Thomas Papoutsis 35,000 35,000 -0- *
John D. Phillips(14) 117,340 117,340 -0- *
James R. Pinke MD 20,000 20,000 -0- *
James J. Pinto 45,000 45,000 -0- *
Stephen Pudles 11,000 11,000 -0- *
Raville 1994 Family Limited 118,000 118,000 -0- *
Partnership Ltd.(15)
Stephen E. Raville(16) 150,000 150,000 -0- *
Sardis United Methodist 2,000 2,000 -0- *
Church
James H. Shirkey(17) 320,365 317,865 2,500 *
Silver Web Corporation 191,800 191,800 -0- *
William D. Sims(18) 60,907 55,757 5,150 *
Sims Family Trust 50,000 50,000 -0- *
U/A Dated 4/17/97(19)
William D. Sims Trust 8,247 8,247 -0- *
U/A Dated 4/21/96(20)
Steven Sherman(21) 19,460 19,460 -0- *
Sherman Capital Group 200,000 200,000 -0- *
L.L.C.(21)
John D. Soffe 20,000 20,000 -0- *
Softven Management(22) 547,900 446,671 101,229 3.9
John W. Somerville(23) 19,754 3,704 16,050 *
John F. Sorey III 30,000 30,000 -0- *
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
BEFORE OFFERING AFTER OFFERING
---------------- -------------------------------
NUMBER OF NUMBER OF
SHARES NUMBER OF SHARES PERCENT OF
BENEFICIALLY SHARES REGISTERED BENEFICIALLY OUTSTANDING
OWNED (1) FOR SALE HEREBY(1) OWNED SHARES
-------------- ------------------ --------------- -------------
<S> <C> <C> <C> <C>
Richard Stewart 30,000 30,000 -0- *
Rectors and Visitors of the 16,330 16,330 -0- *
University of Virginia(24)
Walton Properties, Inc. 10,400 10,400 -0- *
Profit Sharing Plan & Trust
Webbmont Holdings, L.P.(25) 15,000 15,000 -0- *
Hensley E. West(26) 208,313 16,000 192,313 1.1
Westshore Glass Corporation 20,000 20,000 -0- *
Profit Sharing Plan
Westshore Glass Corporation 20,000 20,000 -0- *
Defined Benefit Pension Plan
</TABLE>
________________________________
*Less than one percent
(1) The number of shares beneficially owned "Before the Offering" and
"Registered for Sale Hereby" have been adjusted to reflect sales,
transfers or other dispositions made or effected between February 12,
1997 and June 3, 1997. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Exchange Act. Unless otherwise
noted, the Company believes that all persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them. Includes options or warrants to
purchase Company Common Stock which are exercisable within 60 days
following June 2, 1997.
(2) Includes all shares held by Geocapital Ventures. Clearman, Lieber &
Co. and BVA Associates are the general partners of Geocapital Ventures
and are thereby deemed to be the beneficial owner of all shares held
by Geocapital Ventures.
(3) Includes an aggregate of 956,928 shares held by Geocapital II, L.P.
and Geocapital Ventures, of which Mr. Clearman may be deemed a
beneficial owner under Rule 13d-34 of the Exchange Act because, as a
result of his position with the general partner of each such limited
partnership, he shares investment and voting power with respect to
such shares. Also includes warrants held by Mr. Clearman to acquire
126,000 shares under the Company's Outside Directors' Warrant Plan
exercisable within the next 60 days and options to acquire 12,000
shares, 6,000 of which are exercisable within the next 60 days.
(4) Creditanstalt American Corporation is a wholly-owned subsidiary of
Creditanstalt-Bankverein, which has been the Company's principal
lender from May 1992 to present.
(5) The shares offered hereby by Sigmund Eisenschenk were transferred to
him by STD Partners in May 1997 and were originally offered pursuant
to the Prospectus by STD Partners.
(6) Represents shares held by the general partners of Geocapital II, L.P.
and Geocapital Ventures as nominees for the limited partners therein.
Also includes warrants and options for each partnership to acquire
66,000 shares exercisable within the next 60 days.
(7) Includes (i) options to acquire 116,750 shares exercisable within the
next 60 days and (ii) 2,521 shares allocated to Mr. Gergel's account
in the Company's Retirement Savings and Profit Sharing Plan. Mr.
Gergel has served as Vice President and Chief Financial Officer of the
Company since he joined the Company in April 1992.
(8) Includes options to acquire 5,413 shares exercisable within the next
60 days. Henry T. Grytza is Operations Manager of the Company's South
Bend facility.
(9) Includes options to acquire 22,130 shares exercisable within the next
60 days. Mr. Jack is the Vice President and General Manager of the
Company's Pay Telephone Refurbishment Operations.
3
<PAGE> 5
(10) Robert N. O'Hara and Keith I. Larsen, the President and Operations
Manager of Westec, respectively, acquired these shares (other than the
shares subject to options) in connection with the Company's
acquisition of Westec. Mr. O'Hara's shares include options to acquire
14,580 shares exercisable within the next 60 days. Mr. Larsen's
shares include options to acquire 3,350 shares exercisable within the
next 60 days.
(11) The shares offered hereby by The Lovett School were acquired upon the
exercise of a warrant transferred by John D. Phillips to The Lovett
School in May 1997, the underlying shares of which were originally
offered pursuant to the Prospectus by Mr. Phillips.
(12) Includes (i) warrants to acquire 450,000 shares exercisable within the
next 60 days under the Company's Outside Directors' Warrant Plan; (ii)
options to acquire 205,500 shares exercisable within the next 60 days;
and (iii) an aggregate of 18,000 shares held by Mr. Odom's minor
children. Mr. Odom was elected as a Director of the Company in
October 1994 and was elected Chairman in November 1994 and Chief
Executive Officer in August 1995.
(13) Includes warrants to acquire 150,000 shares exercisable within the
next 60 days under the Company's Outside Directors' Warrant Plan. Mr.
O'Reilly was elected as a director of the Company in December 1994.
(14) Includes warrants to acquire 117,340 shares exercisable within the
next 60 days under the Company's Outside Directors' Warrant Plan. Mr.
Phillips was elected as a director of the Company in December 1994.
(15) Stephen E. Raville is trustee for the Raville 1994 Family Limited
Partnership Ltd.
(16) Includes warrants to acquire 150,000 shares exercisable within the
next 60 days under the Company's Outside Directors' Warrant Plan. Mr.
Raville was elected as a Director of the Company in December 1994.
(17) Includes (i) 174,470 shares which were pledged to the Company (the
"Pledged Shares") and 143,395 shares which were escrowed (the
"Escrowed Shares") in connection with the Company's acquisition of AIT
and (ii) options to acquire 2,500 shares exercisable within the next
60 days. These shares will be released to Mr. Shirkey, the President
and former sole shareholder of AIT, upon AIT's realization of certain
levels of profitability during the period January 1, 1997 to June 30,
1997.
(18) Includes 16,500 Pledged Shares, 15,932 Escrowed Shares and 23,325
additional shares which were escrowed in connection with the Company's
acquisition of AIT and options to acquire 5,150 shares exercisable
within the next 60 days. Mr. Sims is the Vice President and General
Manager of AIT. The Pledged and Escrowed Shares were originally
offered pursuant to the Prospectus by Mr. Shirkey.
(19) The shares offered hereby by the Sims Family Trust U/A Dated 4/17/97
were transferred to such trust in April 1997 and were originally
offered pursuant to the Prospectus by Mr. Sims.
(20) The shares offered hereby by the William D. Sims Trust U/A Dated
4/21/96 were transferred to such trust in April 1997 and were
originally offered pursuant to the Prospectus by Mr. Sims.
(21) In connection with its acquisition of Westec, the Company issued
245,000 shares of Common Stock to Sherman Capital Group L.L.C.
("Sherman Capital"), of which 200,000 shares were deposited into
escrow. Mr. Sherman, a principal of Sherman Capital, will receive the
escrowed shares over the next three years if Westec achieves certain
levels of profitability during the period 1997 to 1999. In June 1996,
Sherman Capital distributed an aggregate of 45,000 shares to its
principals, 22,500 shares of which were distributed to Mr. Sherman.
(22) Includes all shares held by Geocapital II, L.P. Softven Management is
the general partner of Geocapital II, L.P. and is thereby deemed to be
the beneficial owner of all shares held by Geocapital II, L.P.
(23) Includes options to acquire 16,050 shares exercisable within the next
60 days. Mr. Somerville is the Director of Repair Services
Development for the Company.
4
<PAGE> 6
(24) The shares offered hereby by the Rectors and Visitors of the
University of Virginia were acquired upon the exercise of a warrant
transferred by John D. Phillips to the Rectors and Visitors of the
University of Virginia in May 1997, the underlying shares of which
were originally offered pursuant to the Prospectus by Mr. Phillips.
(25) Rogers Badget may be deemed to beneficially own the shares held by
Webbmont Holdings, L.P.
(26) Includes options to acquire 192,313 shares exercisable within the next
60 days. Mr. West has served as President and Chief Operating Officer
of the Company since January 1996.
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