WORLD ACCESS INC, S-3, 1997-02-04

WORLD ACCESS INC
S-3, 1997-02-04
MISCELLANEOUS REPAIR SERVICES

Previous: GENELABS TECHNOLOGIES INC /CA, SC 13D, 1997-02-04

Next: CENTIGRAM COMMUNICATIONS CORP, S-8, 1997-02-04

<PAGE> 1

As filed with the Securities and Exchange Commission on February 4, 1997

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WORLD ACCESS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 65-0044209
(State or other jurisdiction of incorporation or (IRS Employer Identification Number)
organization)
</TABLE>

945 E. PACES FERRY ROAD, SUITE 2240, ATLANTA, GEORGIA 30326
(407) 843-7031
(Address and telephone number of Registrant's principal executive offices)

MARK A. GERGEL
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WORLD ACCESS, INC.
945 E. PACES FERRY ROAD, SUITE 2240
ATLANTA, GEORGIA 30326
(404) 231-2025
(Name, address and telephone number of agent for service)

Copies of all communications, including all communications sent to the agent
for service, should be sent to:

STEVEN E. FOX, ESQ.
ROGERS & HARDIN
2700 INTERNATIONAL TOWER, PEACHTREE CENTER
229 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303
(404) 522-4700

Approximate date of commencement of proposed sale to the public: From time
to time following the effective date of this Registration Statement.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [ x ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
[ ] ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for
the same offering. [ ] _________

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================================
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 4,512,312 $8.625 $38,918,691 $11,794
==============================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,
on the basis of the average of the high and low sales prices of the
Company's common stock quoted in the Nasdaq National Market on January 30,
1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS WHICH CONSTITUTES A PART OF THIS REGISTRATION STATEMENT ALSO RELATES
TO AN AGGREGATE OF 2,574,817 SHARES OF THE REGISTRANT'S COMMON STOCK REGISTERED
ON FORM S-3, REGISTRATION NO. 33-80053.
<PAGE> 2

WORLD ACCESS, INC.
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Item Number and Caption Heading in Prospectus
----------------------- ---------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside *
Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Prospectus *

3. Summary Information, Risk Factors and Ratio of Earnings "The Company" - "Risk Factors"
to Fixed Charges

4. Use of Proceeds "Use of Proceeds"

5. Determination of Offering Price Cover Page - "Plan of Distribution"

6. Dilution *

7. Selling Security Holders "Selling Stockholders"

8. Plan of Distribution "Plan of Distribution"

9. Description of Securities to be Registered "Description of Capital Stock"

10. Interest of Named Experts and Counsel *

11. Material Changes "Recent Developments"

12. Incorporation of Certain Information by Reference "Incorporation of Certain Documents by
Reference"
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities *
</TABLE>

____________________________

* Not applicable or item caption is sufficiently descriptive to locate
required information in Prospectus.
<PAGE> 3

PROSPECTUS
7,087,129 SHARES

WORLD ACCESS, INC.

COMMON STOCK
------------

This Prospectus relates to the sale of a maximum of 7,087,129 shares (the
"Shares") of common stock, par value $.01 (the "Common Stock"), including
1,038,000 Shares which are issuable upon exercise of certain warrants and
options, by certain stockholders (the "Selling Stockholders") of World Access,
Inc. (the "Company"). See "Selling Stockholders."

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF PRINCIPAL
FACTORS THAT MAKE AN INVESTMENT IN THE SHARES SPECULATIVE OR OF HIGH RISK.

The Company has been advised by the Selling Stockholders that the Selling
Stockholders, acting as principals for their own accounts, directly, through
agents designated from time to time, or to or through dealers or underwriters
also to be designated, may sell all or a portion of the Shares offered hereby
from time to time on terms to be determined at the time of sale. When a
particular offer of the Shares is made in which underwriting discounts and
commissions, as defined in the Securities Act of 1933, as amended (the
"Securities Act"), may be deemed to be involved, a supplement to this
Prospectus will be delivered, together with this Prospectus, setting forth with
respect to such offer the number and price of the Shares offered and the terms
of the offering, including the names of any underwriters, dealers or agents
involved and any discounts, commissions and other items of compensation from,
and the net proceeds to, the Selling Stockholders. The Company will not
receive any of the proceeds from the sale of Shares by the Selling
Stockholders. See "Plan of Distribution."

The Selling Stockholders will bear all expenses with respect to the
offering of their respective Shares, except the costs associated with
registering the Shares, including the preparation and printing of this
Prospectus, which will be borne by the Company.

The Common Stock is included in the Nasdaq National Market under the
symbol "WAXS." On January 30, 1997, the closing price for the Common Stock, as
reported on the Nasdaq National Market, was $8 5/8.

The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event any commissions received by such broker-dealers, agents or
underwriters and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.

------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

------------

The date of this Prospectus is February ___, 1997
<PAGE> 4

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder and, in accordance therewith, regularly
files reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other filed information can be inspected and copied or obtained
by mail upon payment of the Commission's prescribed rates at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional
offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Common Stock is included in the Nasdaq National Market,
and certain of the Company's registration statements, reports, proxy and
information statements and other information may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments thereto, called the
"Registration Statement") of which this Prospectus constitutes a part, under
the Securities Act and the rules and regulations promulgated thereunder. This
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement, including the exhibits
thereto, for further information with respect to the Company and the securities
offered hereby. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents; when any such document
is an exhibit to the Registration Statement, each such statement is qualified
in its entirety by reference to the copy of such document filed with the
Commission. Copies of the Registration Statement and the exhibits and
schedules thereto are on file at the offices of the Commission and may be
obtained upon payment of the fee prescribed by the Commission, or may be
examined without charge at the public reference facilities of the Commission
described above. In addition, registration statements and certain other
documents filed with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the Internet's World Wide Web, located at
http://www.sec.gov. The Registration Statement, including all exhibits thereto
and amendments thereof, has been filed with the Commission through EDGAR.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents have been filed with the Commission by the
Company and are hereby incorporated by reference into this Prospectus: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File
No. 0-19998); (ii) the Company's Quarterly Report on Form 10-Q for the 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; (iii) the Company's Quarterly
Report on Form 10-Q for the 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; (iv) the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996; (v) the Company's
Current Report on Form 8-K filed on June 19, 1996; and (vi) the description of
the Common Stock contained in the Company's Registration Statement on Form 8-A
filed with the Commission pursuant to Section 12 of the Exchange Act. All
other documents and reports filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and shall be a part hereof from the date of the filing of such reports
and documents.

Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or

2
<PAGE> 5

superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each person to
whom a Prospectus is delivered, upon written or oral request of such person, a
copy of any document incorporated herein by reference (not including exhibits
to documents that have been incorporated herein by reference unless such
exhibits are specifically incorporated by reference in the document that this
Prospectus incorporates). Requests should be directed to Mr. Mark A. Gergel,
Executive Vice President and Chief Financial Officer, World Access, Inc., 945
E. Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326.

________________________

3
<PAGE> 6

THE COMPANY

The Company develops, manufactures and markets wireline and wireless
switching, transmission and access products primarily for the United States,
Caribbean Basin and Latin American telecommunications markets. The Company's
products allow telecommunications service providers to build and upgrade their
central office and outside plant networks in order to provide a wide array of
voice, data and video services to their business and residential customers.
The Company offers digital switches, intelligent multiplexers, protection
switching equipment, digital loop carriers, microwave and millimeterwave radio
equipment and other wireless communications products. The products offered by
the Company include those manufactured by the Company as well as those
manufactured by original equipment manufacturers ("OEMs"). To support and
complement its product sales, the Company also provides its customers with a
broad range of design, manufacturing, testing, installation, repair and other
value-added services.

The Company markets and sells its products and services to over 200
telecommunications service providers. The Company's customers include Regional
Bell Operating Companies ("RBOCs") such as Ameritech, BellSouth and SBC
Communications; local exchange carriers such as GTE, Alltel and Puerto Rico
Telephone; inter-exchange carriers such as Sprint-United and Cable & Wireless;
cable television companies such as TCI, Cablevision and Cox Cable; and other
telecommunications service providers such as Bosch Telecom, PCS Primeco and
Lockheed-Martin.

During 1995 and early 1996, the Company acquired three businesses to
broaden its line of switching, transmission and access products, enhance its
product development capabilities and strengthen its technical base. The
Company believes that these acquisitions have provided it with a core group of
telecommunications products and the necessary infrastructure to support the
development and marketing of new products. Each of the acquired businesses
has, in turn, benefited from the Company's broad range of complementary support
services, existing customer base and ability to provide working capital. The
following is a summary of each of the acquired businesses.

AIT, INC. As of May 1995, the Company acquired AIT, Inc. ("AIT") a
Lakeland, Florida-based provider of digital switching systems to the
telecommunications marketplace. At the time of the acquisition, AIT sold new
and used Northern Telecom switching systems and related products primarily to
domestic equipment brokers. Since the acquisition, the Company has expanded
AIT's product line to include local, local tandem, toll, cellular and
international gateway switches and has changed its marketing strategy to focus
on direct sales to telecommunications service providers in the United States,
the Caribbean Basin and Latin America.

WESTEC COMMUNICATIONS, INC. As of October 1995, the Company acquired
Westec Communications, Inc. ("Westec"), a Scottsdale, Arizona-based provider of
wireless telecommunications products from 900 MHZ spread spectrum systems to 31
GHZ millimeterwave systems for voice, data and video applications. Westec
traditionally has sold its products and related repair services to cable
television companies and private network users. The Company expects that, with
its resources and manufacturing capabilities and Westec's 16 years of
experience in providing wireless products and services, the Company will be
able to continue to develop and upgrade its offering of wireless
telecommunications products. Since the acquisition, the Company has begun
marketing Westec's products to the Company's existing customer base and in the
international marketplace and has begun marketing the Company's switching,
access and transmission products to cable television companies.

SUNRISE SIERRA, INC. As of January 1996, the Company acquired Sunrise
Sierra, Inc. ("Sunrise"), a Livermore, California-based provider of
multiplexers, digital loop carriers and other intelligent transmission and
access products. The Company believes that Sunrise's products complement the
Company's other products by providing equipment that connects the end user's
telephone, data and video services to the Company's central office digital
switches and wireless transmission products. The Company also believes that it
can capitalize on Sunrise's research and product development expertise to

4
<PAGE> 7

further enhance and expand the Company's product offerings. Since the
acquisition, the Company has made plans to integrate Sunrise's manufacturing
operations with the Company's manufacturing operations at its Orlando facility.

In June 1996, the Company changed its name from Restor Industries, Inc.
to World Access, Inc. The Company's principal executive offices are located at
945 E. Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326. Its telephone
number at that address is (404) 231-2025.

RISK FACTORS

Prospective investors should carefully consider the following risk
factors, in addition to the other information contained in this Prospectus, in
evaluating an investment in the Common Stock offered hereby. This Prospectus
contains certain forward-looking statements with respect to the Company's
operations, industry, financial condition and liquidity. These statements
reflect the Company's assessment of a number of risks and uncertainties. The
Company's actual results could differ materially from the results anticipated
in these forward-looking statements as a result of certain factors set forth
below and elsewhere in this Prospectus.

ACQUISITION RISKS

A key element of the Company's growth to date and its strategy for the
future is expansion through the acquisition of companies that complement or
expand its existing business. As a result, the Company continually evaluates
potential acquisition opportunities, some of which may be material in size or
scope. Acquisitions involve a number of special risks, including the time
associated with identifying and evaluating future acquisitions, the diversion
of management's attention to the integration of the operations and personnel of
the acquired companies, the incorporation of acquired products and services
into the Company's offerings, possible adverse short-term effects on the
Company's operating results, the realization of acquired intangible assets and
the loss of key employees of the acquired companies. The Company may issue
equity securities and other forms of consideration in connection with future
acquisitions, which could cause dilution to investors purchasing Common Stock
in the Offering.

The Company does not currently have any commitments or agreements with
respect to any acquisitions. There can be no assurance that suitable
acquisition candidates will be found at prices acceptable to the Company, the
Company will have adequate resources to consummate any acquisition,
acquisitions can be consummated successfully, or acquired businesses can be
operated profitably or integrated successfully into the Company's operations.

MANAGEMENT OF GROWTH

The Company is currently experiencing a period of rapid growth resulting
from recent acquisitions and the expansion of its operations, both of which
have placed significant demands on the Company's resources. The Company's
success in managing its growth will require it to continue to improve its
operational, financial and management information systems, and to motivate and
effectively manage its employees. If the Company's management is unable to
manage such growth effectively, the quality of the Company's products and
services, its ability to retain key personnel and its business, financial
condition and results of operations could be materially adversely affected.

COMPETITION

5
<PAGE> 8

the Company. In addition, the Company currently competes with several of its
major suppliers, including Northern Telecom, with respect to the sale of
certain of its products, which may adversely affect its ability to continue to
obtain such products from these suppliers in the future.

The Company may face additional competition from the RBOCs, which have
historically been prohibited from manufacturing telecommunications equipment by
the terms of the Modification of Final Judgment entered into in connection with
the divestiture of the RBOCs by AT&T in 1984. The recently-enacted
Telecommunications Act of 1996 contains provisions that permit the RBOCs,
subject to satisfying certain conditions designed to facilitate local exchange
competition, to manufacture telecommunications equipment. In light of these
provisions, it is possible that one or more of the RBOCs, some of which are
major customers of the Company, may decide to manufacture telecommunications
equipment or to form alliances with other manufacturers. Any of these
developments could result in increased competition for the Company which may
have a material adverse effect on the Company's business, financial condition
and results of operations.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company's quarterly operating results have varied significantly in
the past and are expected to do so in the future. As the Company increases its
number of telecommunications product offerings, its future quarterly operating
results may vary significantly depending on factors such as the timing and
shipment of significant orders, new product introductions by the Company and
its competitors, market acceptance of new and enhanced versions of the
Company's products, changes in pricing policies by the Company and its
competitors, the availability of new technologies, the mix of distribution
channels through which the Company's products are sold, the inability to obtain
sufficient supplies of sole or limited source components for the Company's
products, gains or losses of significant customers, the timing of customers'
upgrade and expansion programs, changes in the level of operating expenses, the
timing of acquisitions, seasonality and general economic conditions. In
response to competitive pressures or new product introductions, the Company may
take certain pricing or marketing actions that could materially and adversely
affect the Company's quarterly operating results. The Company's expense levels
are based, in part, on the Company's expectations as to future sales. If
future sales levels are below expectations, then the Company may be unable to
adjust spending sufficiently in a timely manner to compensate for the
unexpected sales shortfall. Accordingly, the Company believes that
period-to-period comparisons of its operating results should not be relied upon
as an indication of future performance. In addition, the operating results of
any quarterly period are not indicative of results to be expected for a full
fiscal year. In future quarters, the Company's operating results may be below
the expectations of public market analysts and investors. In such event, the
price of the Common Stock would likely be materially adversely affected.

DEPENDENCE ON SUPPLIERS

The Company purchases substantially all of its components and other parts
from suppliers on a purchase order basis and does not maintain long-term supply
arrangements. Most of the components used in the Company's products and
related services are currently obtained from multiple sources. However,
several components, primarily custom hybrid integrated circuits, are available
from a single source. In addition, the Company's AIT operations depend on a
consistent supply of new or used switching products, add-on frames and related
circuit boards. Accordingly, there can be no assurance that the Company will
be able to continue to obtain sufficient quantities of products or key
components as required or that such products or key components, if obtained,
will be available to the Company on commercially favorable terms. Failure to
obtain products and key components could have a material adverse effect on the
Company's business, financial condition and results of operations.

CUSTOMER CONCENTRATION

A small number of customers historically have accounted for a significant
percentage of the Company's total sales. For the year ended December 31, 1996,
one customer accounted for 10.9% of

6
<PAGE> 9

the Company's total sales and the Company's top 10 customers accounted for
54.2% of total sales. For the year ended December 31, 1995, on a pro forma
basis to give effect to the acquisitions of AIT, Westec and Sunrise as if each
had occurred on January 1, 1995, two customers accounted for 18.2% and 12.0% of
the Company's total sales, respectively, and the Company's top 10 customers
accounted for 59.7% of total sales. The Company's customers typically are not
obligated contractually to purchase any quantity of products or services in any
particular period. The loss of, or a material reduction in orders by, one or
more key customers could have a material adverse effect on the Company's
business, financial condition and results of operations.

NEW MANAGEMENT TEAM AND DEPENDENCE ON KEY PERSONNEL

The Company's management team consists of four executive officers, two of
whom have been employed by the Company for less than two years. Although these
individuals have significant experience in the telecommunications industry,
there can be no assurance that they will function successfully as a management
team to implement the Company's strategy. Moreover, the Company is highly
dependent on the services of several key executive officers and technical
employees, the loss of any of whom could have a material adverse impact on the
Company's business, financial condition and results of operations. In
addition, the Company may need to hire additional skilled personnel to support
the continued growth of its business. The market for skilled personnel,
especially those with the technical abilities required by the Company, is
currently very competitive, and the Company must compete with much larger
companies with significantly greater resources to attract and retain such
personnel. There can be no assurance that the Company will be able to retain
its existing personnel or attract other qualified employees.

INTERNATIONAL SALES, REGULATORY STANDARDS AND CURRENCY EXCHANGE

International sales represented approximately 5.0% and 1.7% of the
Company's total sales in the years ended December 31, 1995 and 1996,
respectively. The Company intends to increase its international sales efforts,
primarily in Latin America and the Caribbean Basin, which may require
significant management attention and financial resources. There can be no
assurance that the Company can increase its international sales. International
sales are subject to inherent risks, including unexpected changes in regulatory
requirements, tariffs or other barriers, difficulties in staffing and managing
foreign operations, longer payment cycles, unstable political environments,
greater difficulty in accounts receivable collection and potentially adverse
tax consequences. Moreover, gains and losses on the conversion to U.S. dollars
of receivables and payables arising from international operations may
contribute to fluctuations in the Company's results of operations, and
fluctuations in exchange rates could affect demand for the Company's products
and services.

RAPID TECHNOLOGICAL CHANGE

The telecommunications equipment market is characterized by rapid
technological change and frequent new product introductions. The rapid
development of new technologies increases the risk that current or new
competitors could develop products that would reduce the competitiveness of the
Company's products. As the Company continues to implement elements of its
strategy to become a preferred provider of telecommunications equipment and
related services, its success will depend to a substantial degree upon its
ability to respond to changes in technology and customer requirements. This
will require the timely selection, development and marketing of new products
and enhancements to existing products on a cost-effective basis. The
development of new switching, transmission and access products is a complex and
uncertain process, requiring high levels of innovation and capital. This
process requires competence in the general areas of telephony, data networking,
network management, fiber optic and wireless telephony. Further, the
telecommunications industry is characterized by the need to design products
which meet industry standards for safety, emissions and network
interconnection. With new and emerging technologies and service offerings from
network service providers, such standards are often changing. As a result,
there is a potential for product development delay due to the need for
compliance with new or modified standards. The introduction of new and
enhanced products also requires that the

7
<PAGE> 10

Company manage transitions from older products in order to minimize disruptions
in customer orders, avoid excess inventory of old products and ensure that
adequate supplies of new products can be delivered to meet customer orders.
There can be no assurance that the Company will be successful in developing and
introducing new or enhanced products or managing the transition by customers to
new or enhanced products or that any such products will be sufficiently
responsive to technological changes or will gain market acceptance. The
Company's business, financial condition and results of operations would be
materially adversely affected if the Company were to be unsuccessful, or to
incur significant delays, in developing and introducing such new products or
enhancements. In addition, there can be no assurance that products or
technologies developed by others will not render the Company's products or
technologies noncompetitive or obsolete.

POSSIBLE VOLATILITY OF STOCK PRICE

The Company believes factors such as announcements of new products or
technological innovations by the Company or third parties, as well as
variations in the Company's results of operations, the gain or loss of
significant customers, the timing of acquisitions of businesses or technology
licenses, legislative or regulatory changes, general trends in the industry,
market conditions, analysts' estimates and other events or factors may cause
the market price of the Common Stock to fluctuate significantly. In addition,
the stock market has experienced extreme price and volume fluctuations that
have particularly affected the market price for many technology companies and
that have often been unrelated to the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of the
Common Stock.

CERTAIN ANTITAKEOVER EFFECTS

As a Delaware corporation, the Company is subject to Section 203 of the
Delaware General Corporation Law which, with certain exceptions, imposes
certain restrictions on mergers and other business combinations between the
Company and any holder of 15% or more of the Common Stock. These restrictions
may make the acquisition of control of the Company without the approval of the
Company's Board of Directors more difficult. See "Description of Capital Stock
- -- Delaware Business Combination Statute."

USE OF PROCEEDS

The Shares offered hereby are being offered for the account of the
Selling Stockholders and the Company will receive no proceeds from the sale of
the Shares.

BUSINESS

OVERVIEW

The Company develops, manufactures and markets wireline and wireless
switching, transmission and access products primarily for the United States,
Caribbean Basin and Latin American telecommunications markets. The Company's
products allow telecommunications service providers to build and upgrade their
central office and outside plant networks in order to provide a wide array of
voice, data and video services to their business and residential customers. The
Company offers digital switches, intelligent multiplexers, protection switching
equipment, digital loop carriers, microwave and millimeterwave radio equipment
and other wireless communications products. The products offered by the Company
include those manufactured by the Company as well as those manufactured by
OEMs. To support and complement its product sales, the Company also provides
its customers with a broad range of design, manufacturing, testing,
installation, repair and other value-added services. The Company believes that
it is well positioned to take advantage of the technological innovations, rapid
industry growth and increased competition among the Company's customers that is
expected to occur in the telecommunications industry over the next several
years.

8
<PAGE> 11

STRATEGY

The Company's objective is to continue to broaden its offering of
wireline and wireless switching, transmission and access products and expand
its geographic market coverage to become a preferred provider of
telecommunications products and related services to RBOCs, other local exchange
carriers, inter-exchange carriers, competitive access providers, cable
television companies and other service providers entering the
telecommunications industry. In order to achieve this objective, the Company
plans to implement the following elements of its strategy.

ACQUIRE SWITCHING, TRANSMISSION AND ACCESS PRODUCTS COMPANIES. The
Company intends to selectively acquire companies that manufacture, market or
hold proprietary interests in wireline and wireless switching, transmission and
access products in order to rapidly increase the number and range of products
it offers. The Company intends to focus its acquisition efforts on businesses
that have designed innovative, leading edge products for high growth
telecommunications applications. The Company believes that there are numerous
small private companies offering advanced products and services that can
benefit from the Company's broad range of complementary support services,
existing customer base and ability to provide working capital. Consistent with
this strategy, the Company has recently acquired switching products in
connection with the AIT Acquisition, wireless products in connection with the
Westec Acquisition and transmission and access products in connection with the
Sunrise Acquisition. The Company believes that the Acquisitions have provided
the Company with a core group of telecommunications products and new product
development capabilities that will permit the Company to launch new products
and enhance existing products. See "The Company."

PURSUE OPPORTUNITIES TO LICENSE AND MANUFACTURE TELECOMMUNICATIONS
PRODUCTS. The Company also intends to increase the number of
telecommunications products it offers by pursuing opportunities to license the
right to manufacture, market and sell products incorporating advanced
telecommunications technologies. The Company believes that license agreements
can provide significant benefits, including accelerated entry into new markets
and cost savings over acquiring or developing in-house certain technologies and
products. Consistent with this strategy, in July 1996 the Company licensed the
right to manufacture, market and sell a cost-effective, microprocessor-based
modular, digital central office switch developed by Eagle Telephonics, Inc.
The Company intends to market this switch primarily in the international
marketplace.

LEVERAGE ITS EXISTING CUSTOMER RELATIONSHIPS AND DISTRIBUTION BASE. For
over 10 years, the Company has provided a wide range of repair services for
wireline and wireless switching, transmission and access products to over 200
telecommunications service providers, including local exchange carriers
(including all the RBOCs), inter-exchange carriers, competitive access
providers, cable television companies and other telecommunications service
providers. As the number of switching, transmission and access products offered
by the Company increases as a result of acquisitions, technology licensing
agreements, new product development and other strategic initiatives, the
Company intends to market these products to its existing customers and
distribute these products through its existing distribution channels. For
example, AIT, which has realized significant increases in sales of its
switching products since its acquisition by the Company in May 1995, has
successfully marketed its products to many of the Company's traditional service
customers.

FOCUS ON EMERGING INTERNATIONAL MARKETS. Although only 1.7% of the
Company's total sales in 1996 were attributable to international sales, a key
element of the Company's long-term strategy is to focus on international
markets in developing countries, principally in Latin America and the Caribbean
Basin, which are privatizing state-owned telecommunications service providers
and granting licenses to new network operators. The Company believes that its
products, particularly its new modular, digital central office switch and its
wireless products, are well suited for developing countries that are rapidly
deploying and expanding their telecommunications networks in order to increase
the quality and the service levels of their existing telecommunications
infrastructure on a timely basis to more of their population. To this end, in
the first quarter of 1996, the Company formed a dedicated international sales
group headed by an experienced officer of the Company to pursue the sale of the
Company's products

9
<PAGE> 12

in international markets. To support the efforts of this new sales group, the
Company has established a network of in- country agents and representatives to
market the Company's products throughout Latin America and the Caribbean Basin.

CAPITALIZE ON MANUFACTURING, TEST AND SERVICE CAPABILITIES. Since 1992,
the Company has provided its customers with a full range of contract
manufacturing services, including production engineering, electronic component
selection, sourcing and procurement, manufacturing, assembly and
in-circuit/functional testing. Over the past four years, the Company has
significantly expanded its manufacturing capacity and technical capabilities
and improved the quality of these services through the hiring of manufacturing,
engineering and materials professionals and investments in facilities and
automatic insertion, wave solder and state-of-the-art surface mount and
automated testing equipment. The Company intends to significantly increase the
use of its manufacturing, test and service capabilities over the next few years
as part of the Company's strategy to acquire businesses and products that can
be manufactured internally and sold in its core telecommunications markets.

PRODUCTS AND SERVICES

The Company offers wireline and wireless switching, transmission and
access products for the worldwide telecommunications marketplace. These
products allow telecommunications service providers to build and upgrade their
networks to provide a wide range of voice, data and video services to business
and residential customers. To date, the majority of the products sold by the
Company has been switching and access products manufactured by OEMs, including
Northern Telecom and DSC Communications Corporation ("DSC"). Through
acquisitions, technology license agreements and internal development, the
Company expects to manufacture an increasing proportion of its products in the
future.

SWITCHING PRODUCTS. The Company markets a broad range of digital
telephone switching products that recognize the dialed digits, route and
complete calls and provide billing records. These products include switches
used for local, tandem, combination local and tandem, toll, combination toll
and tandem and cellular applications. The switches offered by the Company have
line capacities ranging from 100 to 120,000 subscribers and 30 to 60,000
interexchange trunks. Switching products currently offered by the Company are
developed and manufactured by OEMs, including Northern Telecom and AT&T. These
products include complete switching systems as well as add-on frames, line
cards and modified circuit boards for either newly constructed networks or
upgrades to existing networks. The Company has recently entered into an
agreement with Lucky Goldstar Information and Communications to market and
distribute a family of digital switching products, including the STAREX-CDMA
Digital Cellular System, to several Latin American countries.

Pursuant to a technology license agreement, the Company has recently
started to manufacture and test a microprocessor-based, modular, digital
central office switch. This microprocessor-based switch employs extensive large
scale integrated circuit technology, which permits the provision of advanced
telephony services such as call waiting, call forwarding and conference
calling, and requires reduced power and floorspace compared with existing
products. The current switch design serves applications up to 4,000 subscriber
lines and is expandable to over 60,000 lines through future software
enhancements. This switch is targeted for use in the international marketplace
due to its compatibility with international standards, "plug and play"
installation features and tolerance of a wide range of environmental
conditions. The Company expects to begin selling and delivering this switch in
the first half of 1997, although there can be no assurance that the Company
will meet this schedule or that the Company will generate material sales from
this switch.

Current users of the Company's switching products are primarily local
exchange carriers, inter-exchange carriers, competitive access providers, cable
television companies and other telecommunications service providers. The
Company intends to expand its current customer base for switching products by
actively marketing its switching products to new network providers, principally
in Latin America and the Caribbean Basin, and within the United States to
private network users.

10
<PAGE> 13

TRANSMISSION PRODUCTS. The Company develops, manufactures and markets a
variety of wireline and wireless transmission products, which are used for high
capacity connectivity between points within a communications network. These
products are primarily digital and provide for the movement of any combination
of voice, data and video traffic across wireline or wireless media. The
Company's transmission products include intelligent multiplexers (a device
which combines or aggregates several channels or linkages carrying voice or
data signals into a higher speed link), protection switching equipment (which
protects a voice and data link against failure by rerouting circuits to
maintain continuity), mini-repeater housings (a housing used to protect
electronic repeaters from the elements), frame controllers (used to permit
encrypted networks to use commercial transmission facilities), asynchronous and
fractional data cards, microwave and millimeterwave radio equipment and
sophisticated high speed modems used to carry voice and data in wireline or
wireless networks. The Company's multiplexers, which include intelligent
fractional T1 multiplexers and fractional T2 multiplexers, include features
such as local and remote loopbacks, built-in bit error rate detection, line
code selection and built-in performance monitoring.

The Company's wireless transmission products include radios using
amplitude or frequency modulation and spread spectrum technologies that provide
data, local area network, ethernet (a local area network used for connecting
computer equipment) and voice transmission over frequencies ranging from 900
MHZ to 31 GHZ. The Company also has recently developed antenna technology
applications that permit simultaneous voice and video transmission.

Current users of the Company's transmission products are primarily an
RBOC and private network users, including mining and exploration companies and
colleges and universities. The Company intends to expand its current customer
base for transmission products by actively marketing its transmission products
in emerging international markets.

ACCESS PRODUCTS. The Company offers access products for the local loop
(i.e., that portion of the public telecommunications network which extends from
the service provider's switch to the individual home or business end- user).
Historically, a majority of the access products sold by the Company has been
manufactured by third parties. As a result of the acquisition of Sunrise,
however, the Company now manufactures and markets a digital loop carrier
developed by Sunrise (which permits network operators to provide more reliable,
basic and enhanced services at a lower cost) and DS-3 telemetry equipment
developed by Sunrise (used primarily by the military for range communications
applications to multiplex telemetry, digital video, T1, local area network,
wide area network and other signals into a DS-3 signal transmitting at 45
megabits per second). The Company also offers a high speed coaxial modem (used
primarily by cable television companies to deliver voice or data at speeds up
to 10 megabits per second) and a point-to-multipoint wireless service
distribution system.

Current users of the Company's access products are primarily local
exchange carriers, inter-exchange carriers, competitive access providers, cable
television companies and the United States military. The Company intends to
expand its current customer base by actively marketing its access products to
new network providers, principally in Latin America and the Caribbean Basin.

RELATED SERVICES. The Company differentiates itself from other providers
of telecommunications equipment by offering a full range of complementary
design, manufacturing, installation, testing and repair services. The Company
also offers its customers ongoing systems maintenance and monitoring services,
including asset management services, which allow customers to reduce their
investment in spare and surplus plug-in circuit boards by relying on the
Company's inventories and management information systems. By providing these
services, the Company believes it is better able to offer its customers more
comprehensive telecommunications solutions.

The Company repairs a broad range of switching and transmission plug-in
circuit boards originally manufactured by leading telecommunications companies
such as Lucent Technologies, Northern Telecom, DSC, ITT and Rockwell
International. The Company's electronic manufacturing services consist of the
design, engineering, manufacturing and testing of circuit boards,
electromechanical assemblies,

11
<PAGE> 14

subsystems and complete systems. The Company's wireless equipment repair
business, which was acquired by the Company as part of its acquisition of
Westec, consists principally of the repair and upgrade of amplitude modulation
equipment typically used by cable television companies. The Company's engineers
also provide customers with a full range of support services for wireless
transmission equipment, including system design, site survey, path
calculations, installation and maintenance.

OTHER PRODUCTS AND SERVICES. The Company's other products and services
include the refurbishment and upgrade of AT&T pay telephones to like-new
condition and the sale of related pay telephone products, such as stainless
steel and custom logo vault doors, dials, handsets and volume amplifiers. To
date, substantially all of these refurbishment services and product sales have
been provided or made to certain RBOCs, primarily Bell Atlantic, BellSouth and
SBC Communications (formerly Southwestern Bell).

SALES AND MARKETING

The Company's domestic sales and marketing group is comprised of 23
professionals who are divided into individual sales and marketing teams for
each of the Company's product lines and related services. Each team is
responsible for obtaining a thorough technical knowledge of its products or
services, soliciting new customers and maintaining relationships with existing
customers. Each team is supervised at the corporate level by the Company's Vice
President of Business Development, who coordinates the sales and marketing of
multi-product line sales and is responsible for advertising, trade show
appearances and other Company-wide marketing efforts. In connection with the
acquisitions of AIT, Westec and Sunrise, the Company acquired product sales
professionals which bring technical product knowledge and long-term customer
relationships to the Company.

Although only 1.7% of the Company's total sales for 1996 were derived
from international sales, the Company intends to focus an increased amount of
its sales and marketing efforts on emerging international markets, especially
in Latin America and the Caribbean Basin. In March 1996, the Company formed a
dedicated international sales and marketing group headed by an experienced
officer of the Company to pursue the sale of all of the Company's products and
services outside of the United States. Based primarily on previous service
sales to the international markets, the Company has already established a
network of agents and representatives covering 14 countries in the Caribbean
Basin and Latin America. These agents and representatives, whose compensation
consists of commissions based on sales, are expected to actively promote and
market the Company's products and services and ensure that the Company receives
all appropriate bid tenders issued within their territory.

The Company's marketing strategy is to sell its newly-acquired or
developed switching, transmission and access products, together with the
switching and access products the Company resells on behalf of third party
OEMs, to its existing base of service customers, which is comprised of over 200
telecommunications service providers operating in the United States, the
Caribbean Basin and Latin America. The Company will seek to supplement its
product offerings through distribution agreements and other strategic alliances
in order to provide complete telecommunications systems and related
infrastructure to new network providers in emerging international markets.

CUSTOMERS

During 1995 and 1996, the Company sold its products and services to over
200 telecommunication service providers, including the RBOCs, other local
exchange carriers, inter-exchange carriers, competitive access providers, cable
television companies and other telecommunications service providers operating
in the United States, the Caribbean Basin and Latin America. The following
table sets forth a representative list of the Company's major customers and
end-users.

12
<PAGE> 15

<TABLE>
<CAPTION>
SWITCHING PRODUCTS TRANSMISSION PRODUCTS ACCESS PRODUCTS SERVICES
------------------------- --------------------------- --------------------- --------------------------
<S> <C> <C> <C>
Ameritech ADC Telecom Ameritech Alltel
Cable & Wireless Lockheed-Martin Bell Atlantic Bell Atlantic
GTE Pacific Bell BellSouth BellSouth Cablevision
Pacific Intertel PCS Primeco Bosch Telecom Century Telephone
Puerto Rico Telephone Pacific Bell Cox Cable
SBC Communications U.S. Board of Regents GTE
Sprint-United Puerto Rico Telephone
Thrifty Call SBC Communications
Vartec Telecom TCI
</TABLE>

A small number of customers have accounted historically for a significant
percentage of the Company's total sales. For the year ended December 31, 1996,
Cable & Wireless accounted for 10.9% of the Company's total sales, and the
Company's top 10 customers accounted for 54.2% of total sales. For the year
ended December 31, 1995, on a pro forma basis to give effect to the
acquisitions of AIT, Westec and Sunrise as if each had occurred on January 1,
1995, Ameritech and BellSouth accounted for 18.2% and 12.0% of the Company's
total sales, respectively, and the Company's top 10 customers accounted for
59.7% of total sales. The Company's customers typically are not obligated
contractually to purchase any quantity of products or services in any
particular period.

The Company expects its customer concentration to decrease in the future
as a result of the recent acquisitions of AIT, Westec and Sunrise, which sell
their products and services primarily to non-RBOC telecommunications service
providers. In addition, the Company expects its customer base to expand due to
the entrance of new service providers into the telecommunications markets, the
recent establishment of a dedicated international sales and marketing group and
the availability of the Company's new products, such as its modular, digital
central office switch.

MANUFACTURING, ASSEMBLY AND TEST

The Company provides a broad range of electronic manufacturing, assembly
and test services to support its product sales and its contract customers. The
majority of these support services are performed at the Company's Orlando,
Florida facility, where state-of-the-art manufacturing and test equipment is
maintained. Historically, this equipment has been used primarily to perform
contract manufacturing services for third parties, primarily to large
technology companies that require a high level of professional materials
management, quality "turn-key" manufacturing and complete electronic and
functional product testing.

In 1995, the Company significantly enhanced its assembly and test
capabilities through the lease of approximately $1.0 million of new surface
mount manufacturing and automated testing equipment. This equipment includes a
surface mount assembly line, including advanced "pick-and-place" equipment and
a 3-D vision screen printer. The equipment allows for the placement of fine
pitch (as low as 12 mil) electronic components at a rate of up to 14,400
placements per hour. This equipment is currently operating at less than 50% of
the line's capacity. In 1995, the Company also acquired a new board test system
that provides for high performance, automated testing of analog, digital, mixed
signal and memory devices resident on printed circuit boards. When combined
with the Company's existing testing equipment, the new equipment gives the
Company an extensive software library and technical capacity to test integrated
circuits, capacitors, resistors and related electronic components, and ensures
the quality of electronic products manufactured.

In connection with the acquisitions of AIT, Westec and Sunrise, the
Company acquired additional manufacturing, assembly and test capacity and
experience. At the Company's Lakeland, Florida facility, acquired as part of
the AIT Acquisition, several Northern Telecom switches and frames are dedicated
to the testing of switching products sold and to the development and
verification of the configuration and

13
<PAGE> 16

integration of custom systems. In addition, cable manufacturing equipment and
expertise is utilized to manufacture copper and fiber cables to specific
customer installation requirements.

At the Company's Scottsdale, Arizona facility, acquired as part of the
acquisition of Westec, test and tuning equipment is used to manufacture and
service wireless products. The Company also maintains electronic manufacturing
and test equipment at its Livermore, California facility, acquired as part of
the acquisition of Sunrise. In order to realize improvements in efficiency,
product costs and quality, the Company intends to integrate the majority of
Sunrise's manufacturing operations into the Company's Orlando operations.

The Company has an experienced Director of Quality who, along with a
staff of quality assurance professionals, oversees the quality of the Company's
products and services. In June 1996, the Company's repair operations (conducted
at its Orlando facility) were ISO 9002 certified by an independent registrar.
The Company believes its manufacturing operations comply with ISO standards and
expects them to be ISO certified by mid-1997.

In connection with its manufacturing and test services, the Company
generally provides warranties on its products and services ranging from three
months to five years. A one-year warranty is typically provided on switching,
transmission and access products.

The Company believes that it currently has the equipment, personnel and
experience necessary to efficiently manufacture high quality telecommunications
products in-house. This should assist the Company in controlling the costs,
quality and delivery of its products and allow the Company to bring new
products to market on a timely basis.

SUPPLIERS

Products manufactured by the Company typically require the procurement of
printed circuit boards, electronic components, cable assemblies, fabricated
metal, plastic parts and other materials, of which electronic components are
the most costly. The Company purchases electronic components from numerous
companies, including OEMs and parts distributors.

The Company purchases substantially all of its components and other parts
from suppliers on a purchase order basis and does not maintain long-term supply
arrangements. Most of the components used in the Company's products and related
services are available from multiple sources. However, several components,
primarily custom hybrid integrated circuits, are currently obtained from a
single source. To date, the Company has been able to obtain adequate supplies
of these components. The Company's inability in the future to obtain sufficient
quantities of limited-source components, or to develop alternative sources
therefor, could result in delays in product delivery and increased component
cost, either of which could have a material adverse effect on the Company's
business, financial condition and results of operations.

Although the Company has started to manufacture its own switching
products, a majority of the switching products sold to date by the Company has
been new or used Northern Telecom switching systems, add-on frames and circuit
boards. The major sources for such products are deinstallations by primary
users, asset recovery operations of telephone companies, repossessions by
leasing companies and formal distribution or consignment agreements. The
Company has entered into a consignment agreement with Ameritech through
December 1997, pursuant to which the Company inventories Northern Telecom, AT&T
and other OEM circuit boards for resale by the Company. The Company is
currently in the trial phase of a similar supply program with Century
Telephone, a large independent telephone company.

ENGINEERING AND DEVELOPMENT

Historically, the Company's engineering, development and technical
support efforts have focused on the repair of switching, transmission and
access products, and on electronic manufacturing processes.

14
<PAGE> 17

The Company has significant experience in developing automated test systems,
diagnostic programs and repair procedures for electronic circuitry typically
found within telecommunications switching equipment. The Company's engineers
have also used their expertise and experience to create new revenue sources for
the Company by developing upgrades and enhancements to existing products,
including those developed and manufactured by OEMs.

As of December 31, 1996, the Company's engineering and development group
consisted of 24 persons involved in product development, wireless
communications, repair service development, systems integration and
manufacturing process and operations support. These employees are organized
into teams corresponding to the Company's product lines, and each team is
responsible for providing technical support to the Company's customers and for
developing and enhancing products. The Company's internal engineering resources
permit the Company to continually reduce the production cost and improve the
functionality of its products.

Following the acquisition of AIT, Westec and Sunrise, the Company's
engineering efforts have become more focused on developing new switching,
transmission and access products and enhancing the features and capabilities of
current products. The Company's engineers have significant experience in
switching systems configurations, transmission and access applications and
wireless technology such as spread spectrum, radio path calculations and
frequency licensing. The Company expects that, as it begins to manufacture and
sell more sophisticated telecommunications equipment, it will make more
significant investments in research and product development.

COMPETITION

The segments of the telecommunications industry in which the Company
operates are intensely competitive. The Company's ability to compete is
dependent upon several factors, including price, quality, product features and
timeliness of delivery. Many of the Company's competitors have significantly
more extensive engineering, manufacturing, marketing, financial and technical
resources than the Company. In addition, the Company currently competes with
several of its major suppliers, including Northern Telecom, with respect to the
sale of certain of its products, which may adversely affect its ability to
continue to obtain such products from these suppliers in the future.

In the sale of switching, transmission and access products, the Company
competes with OEMs such as Northern Telecom, Lucent Technologies and DSC. The
Company believes it competes favorably against these companies by providing
high quality products, comprehensive support services, competitive prices and
shortened product delivery times. As the Company increases its international
sales efforts, the Company also expects to compete with established
telecommunications equipment companies such as Ericsson, Fujitsu, Siemens and
Alcatel Network Systems.

EMPLOYEES

As of December 31, 1996, the Company had 248 full-time employees,
including 24 in engineering, 23 in sales and marketing, 88 in manufacturing,
warehousing and quality assurance, 81 in repair and refurbishment and 32 in
general management, finance, administration and other support services. From
time to time, the Company also uses part-time employees in its manufacturing
operations to accommodate

15
<PAGE> 18

changes in production levels. None of the Company's employees are represented
by any collective-bargaining agreements, and the Company has never experienced
a work stoppage. The Company considers its employee relations to be good.

PROPERTIES

The Company's executive offices are located in Atlanta, Georgia, where it
occupies approximately 2,000 square feet under a lease expiring in October
1998. The Company leases certain office, manufacturing and warehouse facilities
under operating leases which expire at various dates during the next three
years. The Company's existing facilities are adequate for its current
operations, and the Company believes that convenient, additional facilities are
readily available should the business need arise. The following provides a
summary of the operating facilities currently leased by the Company.

<TABLE>
<CAPTION>
LOCATION SQUARE FOOTAGE LEASE EXPIRES
------------------------- ---------------------- ------------------------
<S> <C> <C>
Orlando, Florida 54,000 November 1998

Lakeland, Florida 38,000 June 1998

Dallas, Texas 27,000 July 1999

Livermore, California 20,000 December 1998

Scottsdale, Arizona 11,000 October 1999

South Bend, Indiana 11,000 July 1997
-------
Total 161,000
=======
</TABLE>

LEGAL PROCEEDINGS

From time to time, the Company is involved in various legal proceedings
relating to claims arising in the ordinary course of its business. The Company
is not a party to any such legal proceeding, the adverse outcome of which,
individually or in the aggregate, is expected to have a material adverse effect
on the Company's financial condition or results of operations.

SELLING STOCKHOLDERS

The following table sets forth certain information as of January 30, 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 OWNED SHARES
---------------- ------------------ ------------------ -------------
<S> <C> <C> <C> <C>
Timothy J. Amidon 150,000 150,000 -0- *

Wissam Amoudi 20,000 20,000 -0- *

Dee Anderson 160,000 160,000 -0- *

Rogers Badgett 160,000 160,000 -0- *

Jeffrey C. Brenner 30,000 30,000 -0- *

Broadland Capital Partners, 89,300 4,300 85,000 *
L.P.(2)
Darren Bryant 8,040 8,040 -0- *
</TABLE>

16
<PAGE> 19

Stephen J. Clearman(5) 1,889,072 823,435 1,065,637 6.4%

Clearman, Lieber & Co.(6) 795,142 376,764 418,378 2.5

Coastal Utilities, Inc. 120,000 120,000 -0- *

Creditanstalt American 336,000 336,000 -0- *
Corporation(6)
William W. Cunningham 34,000 34,000 -0- *

DDT Partners(7) 42,500 42,500 -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- *

DT Partners(8) 36,000 36,000 -0- *

Mark H. and 40,000 40,000 -0- *
Marcia M. Dunaway

L. Elozory Family Trust 40,000 40,000 -0- *
3/26/80

Fisher Family Trust 80,000 80,000 -0- *

Glenn Fitchet(9) 8,210 8,210 -0- *

Steve Francis(9) 11,250 11,250 -0- *

Garden Spot Investments(10) 30,000 26,000 4,000 *

Geocapital Ventures(11) 795,142 376,764 418,378 2.5

Geocapital II, LP(11) 1,093,930 446,671 647,259 3.9

Mark A. Gergel(12) 172,139 8,000 164,139 1.0

Henry T. and Dianne M. 14,300 8,000 6,300 *
Grytza(13)

William Hightower(14) 20,000 20,000 -0- *

Lee Hollingsworth 25,000 25,000 -0- *

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

Information Age Partners 40,000 40,000 -0- *
L.P.(15)

Investor's Equity Inc. 120,000 120,000 -0- *

Stephan R. Jack(16) 36,701 4,151 32,550 *

Margaret Jackson 40,000 40,000 -0- *

Kanawha Insurance Company 20,000 20,000 -0- *
</TABLE>

17
<PAGE> 20

Martin D. and 35,150 6,400 28,750 *
Jacqueline M. Kidder(17)

Lancaster & Chester Railway 120,000 120,000 -0- *
Company

Keith I. and Sandra K. 7,955 4,705 3,250 *
Larsen(18)

Frank M. Maloof 20,000 20,000 *

Stephen G. Maloof 20,000 20,000 -0- *

George A. Mansour, III 8,000 8,000 -0- *

Gerard L. Meyer 20,000 20,000 -0- *

Steven A. Odom(19) 935,280 707,280 228,000 1.3

Robert N. O'Hara(18) 260,589 246,339 14,250 *

William P. O'Reilly(20) 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 (21) 150,000 150,000 -0- *

James R. Pinke MD 25,000 25,000 -0- *

James J. Pinto 45,000 45,000 -0- *

Neil Post 500 500 -0- *

Stephen Pudles 11,000 11,000 -0- *

Raville 1994 Family Limited 118,000 118,000 -0- *
Partnership Ltd.(22)

Stephen E. Raville(23) 150,000 150,000 -0- *

Reynaldo Rodriguez(24) 89,550 3,287 86,263 *

Sardis United Methodist 2,000 2,000 -0- *
Church

James H. Shirkey(25) 905,588 905,588 -0- *

Silver Web Corporation 191,800 191,800 -0- *

William D. Sims(26) 82,940 71,690 11,250 *

Steven Sherman(9) 19,460 19,460 -0- *

Sherman Capital Group 200,000 200,000 -0- *
L.L.C.(9)
John D. Soffe 20,000 20,000 -0- *

Softven Management(27) 1,093,930 446,671 647,259 3.9

John W. Somerville(28) 24,502 3,704 20,798 *

John F. Sorey III 30,000 30,000 -0- *

STD Partners(29) 60,000 60,000 -0- *

Larry E. Stevens and Joan E. 27,610 4,400 23,210 *
Stevens

Richard Stewart 30,000 30,000 -0- *

TCSI Corporation 50,000 25,000 25,000 *

Walton Properties, Inc. 40,800 40,800 -0- *
Profit
Sharing Plan & Trust

Webbmont Holdings, L.P.(30) 40,000 40,000 -0- *

Hensley E. West(31) 203,500 16,000 187,500 1.1
</TABLE>

18
<PAGE> 21

Westshore Glass Corporation 20,000 20,000 -0- *
Defined Benefit Pension Plan

Donald L. Winton(7)(8)(10)(29) 40,300 40,300 -0- *

Carl Wiseman 1,250 1,250 -0- *
</TABLE>

________________________________

*Less than one percent

(1) 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 January 30, 1997.

(2) Morgan Q. Payne and Robert Fisher may be deemed to beneficially own the
shares held by Broadland Capital Partners, L.P.

(3) John A. Carr served as the President, Chief Executive Officer and a
member of the Company's Board of Directors from June 1993 until his
retirement effective as of September 1, 1995.

(4) Includes an aggregate of 1,751,072 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.

(5) Includes all shares held by Geocapital Ventures. Clearman, Lieber & Co.
is one of the general partners of Geocapital Ventures and is thereby
deemed to be the beneficial owner of all shares held by Geocapital
Ventures.

(6) Creditanstalt American Corporation is a wholly-owned subsidiary of
Creditanstalt-Bankverein, which has been the Company's principal lender
from May 1992 to present.

(7) Denise Shull, Donald Winton and Thomas Claeys may be deemed to
beneficially own the shares held by DDT Partners.

(8) Donald Winton and Thomas Claeys may be deemed to beneficially own the
shares held by DT Partners.

(9) 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 four years if Westec achieves certain levels of
profitability during the period 1996 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, 11,250 shares of
which were distributed to Mr. Fitchet and 11,250 shares of which were
distributed to Mr. Francis.

(10) Donald Winton and Thomas Adkins may be deemed to beneficially own the
shares held by Garden Spot Investments.

(11) 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 to acquire 66,000 shares exercisable within
the next 60 days.

(12) Includes (i) options to acquire 111,750 shares exercisable within the
next 60 days and (ii) 2,350 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.

(13) Includes options to acquire 6,300 shares exercisable within the next 60
days. Henry T. Grytza is Operations Manager of the Company's South Bend
facility.

(14) Mr. Hightower served as a director of the Company from June 1992 to
January 1995.

(15) Amy Newmark may be deemed to beneficially own the shares held by
Information Age Partners L.P.

(16) Includes options to acquire 17,380 shares exercisable within the next 60
days. Mr. Jack is the Vice President and General Manager of the
Company's Pay Telephone Refurbishment Operations.

19
<PAGE> 22

(17) Includes options to acquire 26,250 shares exercisable within the next 60
days. Martin D. Kidder is the Controller and Secretary of the Company.

(18) 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 14,250 shares
exercisable within the next 60 days. Mr. Larsen's shares include options
to acquire 3,250 shares exercisable within the next 60 days.

(19) 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 200,000 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 appointed to serve as a Director of the Company
in October 1994 and was elected Chairman in November 1994 and Chief
Executive Officer in August 1995.

(20) 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 appointed to serve as a director of the Company in December
1994.

(21) Includes warrants to acquire 150,000 shares exercisable within the next
60 days under the Company's Outside Directors' Warrant Plan. Mr.
Phillips was appointed to serve as a director of the Company in December
1994.

(22) Stephen E. Raville is trustee for the Raville 1994 Family Limited
Partnership Ltd.

(23) Includes warrants to acquire 150,000 shares exercisable within the next
60 days under the Company's Outside Directors' Warrant Plan. Mr. Raville
was appointed to serve as a Director of the Company in December 1994.

(24) Includes options to acquire 45,750 shares exercisable within the next 60
days. Mr. Rodriguez is the Vice President and General Manager of the
Company's international operations.

(25) Includes 190,970 shares which were pledged to the Company (the "Pledged
Shares") and 159,327 shares which were escrowed (the "Escrowed Shares")
in connection with the Company's acquisition of AIT. 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. Mr. Odom, in his capacity as
Chairman of the Board and Chief Executive Officer of the Company, is
entitled to vote all of the Pledged Shares and Escrowed Shares.

(26) Includes 23,325 shares which were escrowed in connection with the
Company's acquisition of AIT and options to acquire 5,000 shares
exercisable within the next 60 days. Mr. Sims is the Vice President and
General Manager of AIT.

(27) 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.

(28) Includes options to acquire 19,000 shares exercisable within the next 60
days. Mr. Somerville is the Director of Repair Services Development for
the Company.

(29) Sigmund Eisenschenk, Thomas Claeys and Donald Winton may be deemed to
beneficially own the shares held by STD Partners.

(30) Rogers Badget may be deemed to beneficially own the shares held by
Webbmont Holdings, L.P.

(31) Includes options to acquire 187,500 shares exercisable within the next 60
days. Mr. West has served as President and Chief Operating Officer of
the Company since January 1996.

PLAN OF DISTRIBUTION

The Shares offered hereby, including the 1,026,000 Shares issuable upon
exercise of certain currently exercisable warrants granted under the Company's
Outside Directors' Warrant Plan (the "Warrants") and the 12,000 Shares issuable
upon exercise of options, 6,000 of which are currently exercisable (the
"Options") and 6,000 of which will be exercisable in September 1997, are being
offered by the Selling Stockholders. The Company will not receive any of the
proceeds from the sale of any of the Shares by the Selling Stockholders (other
than the payment of the exercise price of the Warrants and the Options). The
Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on one or more exchanges or in the over- the-counter market, or
otherwise at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may

20
<PAGE> 23

arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales.

The Warrants were issued by the Company in December 1994 pursuant to the
Company's Outside Directors' Warrant Plan and are currently exercisable.
Holders of the Warrants will exercise such Warrants prior to the sale of the
underlying Shares registered hereby.

The Options were issued by the Company in September 1993. Holders of the
Options will exercise such Options prior to the sale of the underlying Shares
registered hereby.

Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, secondary distribution or a
purchase by the broker or dealer, a supplemented prospectus will be filed, if
required, pursuant to Rule 424(c) under the Securities Act, disclosing (i) the
name of each such Selling Stockholder and of the participating
broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which
such Shares were sold, (iv) the commissions paid or discount or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealers(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and the requirements of any such exemption have been
satisfied.

Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchase and sales of shares of the Common
Stock by the Selling Stockholders.

The Company has agreed to register the Shares under the Securities Act
and to pay certain fees and expenses incident to the registration thereof. In
addition, the Company has agreed to indemnify Creditanstalt-Bankverein (the
parent corporation of one of the Selling Stockholders) and certain of the other
Selling Stockholders against certain liabilities which may be incurred in
connection with this offering, including liabilities under the Securities Act.

RECENT DEVELOPMENTS

No material changes in the business or affairs of the Company have
occurred since December 31, 1995, which have not been described in the
Company's Annual Report on Form 10-K, the Company's Quarterly Reports on Form
10-Q or the Company's Current Reports on Form 8-K.

21
<PAGE> 24

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $.01 per share ("Common Stock"), and 500,000 shares of non-voting Class B
common stock, par value $.01 per share ("Class B Common Stock"). As of January
30, 1997, 16,363,679 shares of Common Stock were outstanding. No shares of
Class B Common Stock are currently outstanding.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by the stockholders. There is no
cumulative voting with respect to the election of directors; accordingly,
holders of a majority of the outstanding shares of Common Stock can elect all
members of the Company's Board of Directors, and holders of the remaining
shares by themselves cannot elect any member of the Board.

The holders of Common Stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of funds legally available
therefor. The Company's credit facility with its primary lender contains
restrictions limiting the ability of the Company to pay cash dividends. In the
event of the liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision has
been made for each class of stock, if any, having preference over the Common
Stock. Holders of shares of Common Stock, as such, have no conversion,
preemptive or other subscription rights, and there are no redemption provisions
applicable to the Common Stock. All of the outstanding shares of Common Stock
are fully paid and nonassessable.

DELAWARE BUSINESS COMBINATION STATUTE

Section 203 of the Delaware General Corporation Law (the "DGCL") provides
that, subject to certain exceptions specified therein, an "interested
stockholder" of a Delaware corporation shall not engage in any business
combination, including mergers or consolidations or acquisitions of additional
shares of the corporation, with the corporation for a three-year period
following the date that such stockholder becomes an interested stockholder
unless (i) prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction which resulted in the stockholder becoming an "interested
stockholder," the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
certain shares), or (iii) on or subsequent to such date, the business
combination is approved by the board of directors of the corporation and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the interested stockholder. Except as otherwise specified in Section 203, an
interested stockholder is defined to include (x) any person that is the owner
of 15% or more of the outstanding voting stock of the corporation, or is an
affiliate or associate of the corporation and was the owner of 15% or more of
the outstanding voting stock of the corporation at any time within three years
immediately prior to the date of determination, and (y) the affiliates and
associates of any such person.

Under certain circumstances, Section 203 makes it more difficult for a
person who would be an interested stockholder to effect various business
combinations with a corporation for a three-year period. The Company has not
elected to be exempt from the restrictions imposed under Section 203. The
provisions of Section 203 may encourage persons interested in acquiring the
Company to negotiate in advance with its Board of Directors, since the
stockholder approval requirement would be avoided if a majority of the
directors then in office approves either the business combination or the
transaction which results in any such person becoming an interested
shareholder. Such provisions also may have the effect of preventing changes in
the management of the Company. It is possible that such provisions could make

22
<PAGE> 25

it more difficult to accomplish transactions which the Company stockholders may
otherwise deem to be in their best interests.

LIABILITY OF DIRECTORS

The Company's Restated Certificate of Incorporation provides that a
director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except, if required by the DGCL as amended from time to time, for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, which concerns unlawful payments of dividends, stock purchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. Neither the amendment nor repeal of such provision
will eliminate or reduce the effect of such provision in respect of any matter
occurring, or any cause of action, suit or claim, that, but for such provision,
would accrue or arise, prior to such amendment or repeal.

TRANSFER AGENT

The transfer agent for the Common Stock is Continental Stock Transfer &
Trust Company, 2 Broadway, New York, New York 10004.

LEGAL MATTERS

Rogers & Hardin, Atlanta, Georgia, counsel to the Company, has rendered
an opinion that the shares of Common Stock issuable upon exercise of the
Warrants and the Options, when issued, delivered and paid for in accordance
with the terms of such Warrants and Options, respectively, which shares are
offered for resale hereby, will be duly and validly issued, fully paid and
nonassessable.

EXPERTS

The consolidated financial statements of World Access, Inc., f/k/a Restor
Industries, Inc., as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995 incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1995, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.

The financial statements of Comtech Sunrise, Inc. (n/k/a Sunrise Sierra,
Inc.) incorporated in this Prospectus by reference to the Current Report on
Form 8-K filed on June 19, 1996 have been so incorporated in reliance on the
report of Tedder, Grimsley & Company, P.A., independent accountants, given on
the authority of said firm as experts in auditing and accounting.

23
<PAGE> 26

<TABLE>
<S> <C>
=================================================== ===================================================

No dealer, sales representative or any other
person has been authorized to give any information
or to make any representations in connection with
this offering other than those contained in this WORLD ACCESS, INC.
Prospectus, and, if given or made, such
information or representations must not be relied 7,087,129 SHARES
upon as having been authorized by the Company or
any underwriter. This Prospectus does not
constitute an offer to sell, or a solicitation of
an offer to buy, any securities other than the COMMON STOCK
registered securities to which it relates or an
offer to, or a solicitation of, any person in any
jurisdiction where such an offer or solicitation
would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that there has been no change in the affairs of
the Company since the date hereof or that
information contained herein is correct as of any ---------------------
time subsequent to the date hereof.
PROSPECTUS

---------------------------- ---------------------

TABLE OF CONTENTS
Page
----

AVAILABLE INFORMATION . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . 4 February ___, 1997
RISK FACTORS . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . 8
BUSINESS . . . . . . . . . . . . . . . . . . 8
SELLING STOCKHOLDERS . . . . . . . . . . . . 16
PLAN OF DISTRIBUTION . . . . . . . . . . . . 20
RECENT DEVELOPMENTS . . . . . . . . . . . . . 21
DESCRIPTION OF CAPITAL STOCK . . . . . . . . 22
LEGAL MATTERS . . . . . . . . . . . . . . . . 23
EXPERTS . . . . . . . . . . . . . . . . . . . 23

=================================================== ===================================================
</TABLE>
<PAGE> 27

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

It is estimated that the Registrant will incur the following expenses in
connection with the offering of the securities being registered.

<TABLE>
<S> <C>
Registration Fee - Securities and
Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,794
Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Blue Sky fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
------

Total* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26,794
======
</TABLE>

*All amounts are estimated except for the Registration Fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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 provides
for indemnification of directors, officers and employees to the fullest extent
permissible under the DGCL.

II-1
<PAGE> 28

ITEM 16. EXHIBITS.

Exhibit No. Description of Exhibit
----------- ----------------------

4.1 Restated Certificate of Incorporation of the Registrant and
Amendment to Restated Certificate of Incorporation incorporated
herein 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.

4.1-1 Third Amendment to Restated Certificate of Incorporation,
incorporated herein by reference to Exhibit 4.1-1 to the
Registrant's Amendment No. 1 to its Registration Statement on Form
S-2, Registration No. 33-87026.

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.

4.2 Copy of Bylaws of the Registrant, as amended, incorporated herein
by reference to Registrant's Registration Statement on Form S-18
Registration No. 33-41255-A, Exhibit 3 and First Amendment to
Bylaws incorporated herein by reference to Form 10-K for the
fiscal year ended December 31, 1992, Exhibit 3.4.

5.1 Opinion and Consent of Rogers & Hardin.

23.1 Consent of Price Waterhouse LLP.

23.2 Consent of Tedder, Grimsley & Company, P.A.

24 Power of attorney (Included in the Signature Pages Hereto).

ITEM 17. 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;

(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.

II-2
<PAGE> 29

(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 15, 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 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.

(d) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

II-3
<PAGE> 30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (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-3 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Atlanta, Georgia on
this 3rd day of February 1997.

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 Amendment to the
Registration Statement of World Access, Inc. has been signed below by the
following persons in the capacities and on the dates indicated.

We, the undersigned officers and directors of World Access, Inc., hereby
severally constitute and appoint Steven A. Odom and Mark A. Gergel, and each
of them, with full power of substitution, our true and lawful attorneys and
agents, to execute in our names and on our behalf in the capacities indicated
below, any and all additional amendments (including, without limitation,
post-effective amendments) to this Registration Statement and any and all other
instruments which such attorneys and agents, or any one of them, deem necessary
or advisable to enable World Access, Inc. to comply with the Securities Act,
the rules, regulations and requirements of the Securities Act in respect
thereof, and the securities laws of any state or other political subdivision or
jurisdiction; and the undersigned officers and directors do hereby severally
ratify and confirm as our own acts and deeds all that such attorneys and
agents, and each of them, shall do or cause to be done by virtue hereof. Any
one of such attorneys and agents shall have, and may exercise, all of the
powers hereby conferred.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ STEVEN A. ODOM Chairman of the Board and Chief February 3, 1997
----------------------------------- Executive Officer
Steven A. Odom

/s/ MARK A. GERGEL Executive Vice President and Chief February 3, 1997
----------------------------------- Financial Officer (Principal
Mark A. Gergel Financial and Accounting Officer)

/s/ HENSLEY E. WEST Director and President (Chief February 3, 1997
----------------------------------- Operating Officer)
Hensley E. West

/s/ STEPHEN J. CLEARMAN Director February 3, 1997
-------------------------------
Stephen J. Clearman

/s/ WILLIAM P. O'REILLY Director February 3, 1997
----------------------------------
William P. O'Reilly

/s/ JOHN D. PHILLIPS Director February 3, 1997
-------------------------------------
John D. Phillips

/s/ STEPHEN E. RAVILLE Director February 3, 1997
----------------------------------
Stephen E. Raville
</TABLE>
<PAGE> 31

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page Number
---------- ---------------------- -----------
<S> <C> <C>

4.1-1 Third Amendment to Restated Certificates of Incorporation,
incorporated herein by reference to Exhibit 4.1-1 to the
Registrant's Amendment No. 1 to its Registration Statement on Form
S-2, Registration No. 33-87026.

5.1 Opinion and Consent of Rogers & Hardin.

23.1 Consent of Price Waterhouse LLP.

23.2 Consent of Tedder, Grimsley & Company, P.A.

24 Power of attorney (Included in the Signature Pages Hereto).
</TABLE>

<PAGE> 1

EXHIBIT 5.1

[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]

February 3, 1997

WORLD ACCESS, INC.
4501 Vineland Road
Orlando, Florida 32811

Gentlemen:

We have acted as counsel to World Access, Inc. (the "Company") in
connection with the registration by the Company on Form S-3 (hereinafter
referred to, together with any amendments thereto, as the "Registration
Statement") under the Securities Act of 1933, as amended, of an aggregate of
7,087,129 shares of common stock, $.01 par value per share, of the Company, of
which (a) 6,049,129 shares are presently outstanding and (b) 1,038,000 shares
(the "Shares") are issuable upon exercise of certain warrants and options
(collectively, the "Convertible Securities") held by certain of selling
stockholders.

In connection with this opinion, we have examined such corporate
records and documents and have made such examinations of law as we have deemed
necessary. In rendering this opinion, we have relied, without investigation,
upon various certificates of public officials and of officers and
representatives of the Company. In our examination of documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies.

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
<PAGE> 2
World Access, Inc.
February 3, 1997
page 2

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 the foregoing and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that the Shares, when issued in accordance with the Convertible
Securities against payment in full of the purchase price therefor, will be
validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to applications to the securities
commissioners of the various states and other jurisdictions of the United
States for registration or qualification of the Shares in such states and other
jurisdictions. We further consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus which is a part of the Registration
Statement.

Very truly yours,

/s/ Rogers & Hardin
-------------------
ROGERS & HARDIN

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 29, 1996, which appears on page 34 of the World Access, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995. We also
consent to the reference to us under the heading "Experts".

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Orlando, Florida
February 3, 1997

<PAGE> 1
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, Sunrise Sierra, Inc.,
f/k/a Comtech Sunrise, Inc., in the Prospectus constituting part of World
Access, Inc.'s Registration Statement on Form 6-3. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Tedder, Grimsley & Company
Tedder, Grimsley & Company, P.A.

February 3, 1997