<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-
------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
WORLD ACCESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0044209
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
945 EAST PACES FERRY ROAD
SUITE 2240
ATLANTA, GEORGIA 30326
(Address, including zip code, of principal executive offices)
VARIOUS AGREEMENTS WITH FORMER NACT TELECOMMUNICATIONS, INC. OPTIONHOLDERS
(Full title of the plan)
MARK A. GERGEL ROBERT C. HUSSLE, ESQ.
WORLD ACCESS, INC. ROGERS & HARDIN LLP
945 EAST PACES FERRY ROAD 2700 INTERNATIONAL TOWER
SUITE 2240 229 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30326 ATLANTA, GEORGIA 30303
(404) 231-2025 (404) 522-4700
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed Proposed
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Maximum Registration
to be Registered Registered(2) Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share (1) 847,129 $27.6875 $23,454,884(3) $6,919
========================================================================================
</TABLE>
(1) Issuable pursuant to various option exchange agreements between World
Access, Inc. and the former holders of NACT Telecommunications, Inc.
("NACT") options and the former stock option plan of NACT ("NACT
Plan").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of cancelled,
terminated or expired options for Common Stock, or pursuant to the
antidilution adjustment provisions of the NACT Plan.
(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and solely for the purpose of calculating the applicable registration
fee, the proposed maximum offering price per share has been estimated
at $27.6875, which amount represents the average of the high and low
sales prices of the common stock of World Access, Inc. on July 14, 1998
as reported on the Nasdaq Stock Market's National Market.
------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A
filed on April 27, 1998 (File No. 0-19998);
2. Current Report on Form 8-K filed on February 13, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on April 14,
1998 (relating to the acquisition of Advanced TechCom, Inc.);
3. Current Report on Form 8-K filed on February 20, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on February 25,
1998 (relating to the acquisition of a majority stake in NACT);
4. Current Report on Form 8-K filed on February 20, 1998
(relating to the execution of a letter of intent with Cherry
Communications Incorporated);
5. Current Report on Form 8-K filed on March 13, 1998
(relating to the consummation of the acquisition of a majority stake in
NACT);
6. Current Report on Form 8-K filed on April 23, 1998, as
amended by Amendment No. 1 thereto on Form 8-K/A filed on April 24,
1998 (relating to the resignation of one of World Access' directors);
7. Quarterly Report on Form 10-Q for the three months ended
March 31, 1998;
8. Current Report on Form 8-K filed on May 18, 1998 (relating
to the execution of definitive agreements to acquire Cherry
Communications Incorporated and Cherry Communications U.K. Limited);
9. Current Report on Form 8-K filed on June 8, 1998 (relating
to the execution of a definitive agreement to acquire Telco Systems,
Inc.); and
10. The description of the Common Stock in the Registrant's
Registration Statement on Form 8-A filed on March 27, 1992.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the shares of Common
Stock offered hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit 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 of 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 direct,
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 Registrant's Restated Certificate of
Incorporation provide for indemnification of directors, officers and employees
to the fullest extent permissible under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits to this Registration Statement are listed on the Exhibit
Index included elsewhere herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the Registration Statement (or
the most recent
II-2
<PAGE> 4
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.
(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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the 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
proceeding) 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 15th day of July,
1998.
WORLD ACCESS, INC.
By: /s/ STEVEN A. ODOM
-------------------------
Steven A. Odom
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of July 15, 1998.
<TABLE>
<CAPTION>
Name Capacity
---- --------
<S> <C>
*
- ----------------------------------- Director
Stephen J. Clearman
/s/ MARK A. GERGEL
- ----------------------------------- Executive Vice President and Chief
Mark A. Gergel Financial Officer
*
- ----------------------------------- Corporate Controller and Secretary
Martin D. Kidder (Chief Accounting Officer)
*
- ----------------------------------- Chairman of the Board and
Steven A. Odom Chief Executive Officer
*
- ----------------------------------- Director
John D. Phillips
*
- ----------------------------------- Director
Stephen E. Raville
*
- ----------------------------------- President, Chief Operating
Hensley E. West Officer and Director
</TABLE>
*By: /s/ MARK A. GERGEL
------------------
As Attorney-In-Fact
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
<S> <C> <C>
5 Opinion of Rogers & Hardin LLP -----
23.1 Consent of PricewaterhouseCoopers LLP -----
23.2 Consent of Tedder, Grimsley & Company, P.A. -----
23.3 Consent of KPMG Peat Marwick LLP -----
23.4 Consent of Deloitte & Touche LLP -----
23.5 Consent of Rogers & Hardin LLP
(contained in Exhibit 5 hereto) -----
24 Powers of Attorney -----
99.1 Form of Exchange Agreement, as amended -----
99.2 Schedule of Exchange Agreements -----
</TABLE>
- ----------------
II-7
<PAGE> 1
[LETTERHEAD OF ROGERS & HARDIN LLP APPEARS HERE]
July 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: World Access, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc. (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-8 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") registering under the Securities Act of 1933, as amended (the
"Act"), 847,129 shares of the common stock, par value $.01 per share (the
"Common Stock"), of the Company issuable pursuant to various option exchange
agreements, as amended (as so amended, the "Exchange Agreements"), between the
Company and the former holders of options to acquire shares of common stock of
NACT Telecommunications, Inc. ("NACT") pursuant to its stock option plan. All
such shares of Common Stock are referred to herein as the "Shares".
The opinion hereinafter set forth is given pursuant to Item 8 of
Form S-8 and Item 601 of Regulation S-K. Such opinion is given solely for the
benefit of the Commission, may be relied upon only by the Commission in
connection with the Registration Statement and may not be used, circulated,
quoted or referred to by or filed with any other person or entity, including any
other governmental unit or agency, without first obtaining the express written
consent of this firm.
In giving the opinion hereinafter set forth, we have examined the
minutes of the proceedings of the stockholders and the Board of Directors of the
Company, the Exchange Agreements and such other agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express the opinion hereinafter set forth. As to various
factual matters that are material to our opinion, we have relied upon
certificates of officers of the Company and certificates of various public
officials. In making the foregoing examinations, we assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies, the authority of the person or persons who executed each
<PAGE> 2
Securities and Exchange Commission
July 15, 1998
Page 2
of such documents on behalf of any person or entity other than the Company, the
correctness and accuracy of all certificates of officers of the Company and the
correctness and accuracy of all certificates of various public officials.
We are members of the Bar of, and are admitted to practice only in,
the State of Georgia. Accordingly, we express no opinion herein as to the laws
of any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL"). To the extent that any of the
opinions contained herein requires consideration of the laws of a state other
than the State of Georgia or the DGCL, we have assumed, with your permission,
that the laws of such state are the same as the laws of the State of Georgia.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the the Exchange Agreements against
payment in full of the purchase price therefor, will be validly issued, fully
paid and nonassessable.
Our conclusions are limited to the matters expressly set forth as
our "opinion" in the immediately preceding paragraph, and no opinion is implied
or is to be inferred beyond the matters expressly so stated. Such opinion is
given as of the date hereof, and we expressly decline any undertaking to revise
or update such opinion subsequent to the date hereof or to advise the Commission
of any matter arising subsequent to the date hereof that would cause us to
modify, in whole or in part, such opinion.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
ROGERS & HARDIN
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 5, 1998, which appears on page
25 of World Access, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Atlanta, Georgia
July 16, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
World Access, Inc. on Form S-8 of our report on the consolidated financial
statements of Advanced TechCom, Inc. and Subsidiary ("ATI") dated March 27,
1998 appearing in the Amendment No. 1 to the Current Report on Form 8-K dated
April 13, 1998.
/s/ Tedder, Grimsley & Company, P.A.
Tedder, Grimsley & Company, P.A.
July 14, 1998
<PAGE> 1
EXHIBIT 23.3
The Board of Directors
NACT Telecommunications, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of World Access, Inc. of our report dated December 4, 1997, relting to the
balance sheets of NACT Telecommunications, Inc. as of September 30, 1997 and
1996, and the related statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended September 30, 1997 and
related schedule, which report appears in the Form 8-KA of World Access, Inc.
dated February 25, 1998.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Salt Lake City, Utah
July 15, 1998
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement (the
"Registration Statement") of World Access, Inc. on Form S-8 of our report on the
consolidated financial statements of Advanced TechCom, Inc. and Subsidiary
("ATI") dated February 26, 1997 (October 15, 1997 as to Notes 2 and 13, and the
last paragraph of Note 5 and which expresses an unqualified opinion and includes
an explanatory paragraph referring to certain subsequent events, including
entering into an agreement to subcontract certain of ATI's manufacturing,
raising of additional equity and the receipt of a commitment for additional
financing) appearing in the Current Report on Form 8-K dated February 13, 1998
of World Access, Inc.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
July 16, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Gergel his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S- 8 of World Access, Inc. to which this Power of Attorney is
attached as an Exhibit, filed with the Securities and Exchange Commission, and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
This 15th day of July, 1998.
/s/ STEPHEN J. CLEARMAN
----------------------------------
Stephen J. Clearman
/s/ MARTIN D. KIDDER
----------------------------------
Martin D. Kidder
/s/ STEVEN A. ODOM
----------------------------------
Steven A. Odom
/s/ JOHN D. PHILLIPS
----------------------------------
John D. Phillips
/s/ STEPHEN E. RAVILLE
----------------------------------
Stephen E. Raville
/s/ HENSLEY E. WEST
----------------------------------
Hensley E. West
II-6
<PAGE> 1
EXHIBIT 99.1
FORM OF
OPTION EXCHANGE AGREEMENT
(as amended)
THIS OPTION EXCHANGE AGREEMENT (the "Agreement") is made and
entered into as of the 31st day of December, 1997 between WORLD ACCESS, INC., a
Delaware corporation (the "Company"), and the undersigned (the "Optionholder").
WITNESSETH:
WHEREAS, the Optionholder is the holder of unexercised options
(collectively, the "Options") to acquire shares of the common stock, $.01 par
value per share (the "NACT Common Stock"), of NACT Telecommunications, Inc., a
Delaware corporation ("NACT"), in the amounts set forth on Exhibit "A" attached
hereto;
WHEREAS, pursuant to that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of December, 1997 among the Company, GST
Telecommunications, Inc. and GST USA, Inc. ("GST USA"), GST USA is selling to
the Company all of the shares of NACT Common Stock held by GST USA (the
"Purchase Transaction"); and
WHEREAS, subject to the consummation of the Purchase Transaction,
the Optionholder desires to exchange his Options for options to acquire common
stock, $.01 par value per share, of the Company (the "Company Common Stock"),
and the Company desires to exchange such Options in accordance with the terms
hereof.
NOW, THEREFORE, for and in consideration of the mutual covenants
and agreements hereinafter contained, and for other consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. EXCHANGE OF THE OPTIONS. Contemporaneously with the consummation
of the Purchase Transaction (hereinafter referred to as the "Effective Time"),
each Option, whether or not vested or exercisable, shall be assumed by the
Company and shall constitute an option to acquire, on the same terms and
conditions as were applicable under such assumed Option, a number of shares of
Company Common Stock equal to the product of the Exchange Ratio (as hereinafter
defined) and the number of shares of NACT Common Stock subject to such Option,
at a price per share equal to the aggregate exercise price for the shares of
NACT Common Stock subject to such Option divided by the number of full shares of
Company Common Stock deemed to be purchasable pursuant to such Option; provided,
however, that the shares of Company Common Stock that may be purchased upon
exercise of such Option shall not include any fractional shares and, upon the
last such exercise of such Option, a cash payment shall be made for any
fractional shares based upon the per share closing sales price of the Company
Common Stock as reported on the Nasdaq National Market on the date of such
exercise; provided further, that it is understood that all of the Options are or
will be exercisable at the Effective Time and, notwithstanding their terms, all
assumed Options shall not be qualified under Section 422 of the Internal Revenue
Code of 1986, as amended. As soon as practicable after the Effective Time, the
Company shall deliver to holders of Options appropriate option agreements
representing the
<PAGE> 2
right to acquire shares of Company Common Stock on the same terms and conditions
as contained in the outstanding Options (subject to any adjustments required by
the preceding sentence), upon surrender of the outstanding Options. For purposes
hereof, "Exchange Ratio" shall mean the quotient determined by dividing $17.50
by the average of the closing sales prices of the Company Common Stock on the
Nasdaq National Market for the twenty (20) consecutive trading days next
preceding the day on which a public announcement of the Purchase Transaction is
made (the "Average Closing Price"). The Company agrees that the Optionholder's
rights hereunder shall remain in full force and effect even if the
Optionholder's employment relationship with NACT or the Company is voluntarily
terminated by the Optionholder after the Effective Time or terminated by NACT or
the Company for any reason in the future with or without cause, and,
notwithstanding any term or provision to the contrary, all such options shall be
exercisable for at least sixty (60) days after any such termination and the
Company agrees to provide the Optionholder adequate information and instructions
with respect to exercising such options.
2. ENTIRE AGREEMENT. This Agreement contains the entire agreement
among the parties hereto relating to the matters provided herein, and no
representations, promises or agreements, oral or otherwise, not expressly
contained or incorporated by reference herein shall be binding on any party
hereto. This Agreement shall not be modified or amended in any manner except by
an instrument in writing executed by the parties or their respective successors
in interest.
3. GOVERNING LAW. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of laws thereof.
4. EXECUTION; COUNTERPARTS. This Agreement may be executed by
facsimile, and it may be executed in two or more counterparts, each of which
shall be an original but all of which shall constitute but one and the same
agreement and shall become binding upon the parties when each party hereto has
executed one or more counterparts.
2
<PAGE> 3
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and delivered by an officer thereunto duly authorized on behalf of the
Company, and the Optionholder has executed and delivered this Agreement, all as
of the date and year first written above.
WORLD ACCESS, INC.
By:
---------------------------------------
Its:
---------------------------------------
------------------------------------------
(Signature)
------------------------------------------
(Print Name)
3
<PAGE> 4
EXHIBIT "A"
SCHEDULE OF OPTIONS
Name of Number Option
Optionholder of Options Exercise Price
------------ ---------- --------------
<PAGE> 1
EXHIBIT 99.2
SCHEDULE OF EXCHANGE AGREEMENTS
<TABLE>
<CAPTION>
===============================================================================
Name Number of Options at Number of Options at
Exercise Price of Exercise Price of
$11.15 Per Share $16.25 Per Share
- -------------------------------------------------------------------------------
<S> <C> <C>
Adams, Pauline 923
- -------------------------------------------------------------------------------
Anderson, Tory 5245
- -------------------------------------------------------------------------------
Baldwin, Joel 4070
- -------------------------------------------------------------------------------
Becker, Bob 1538
- -------------------------------------------------------------------------------
Bristow, LaRee 2014
- -------------------------------------------------------------------------------
Brown, Gary 75540 16,790
- -------------------------------------------------------------------------------
Butler, Roger 4406
- -------------------------------------------------------------------------------
Carlson, Kevin 2937
- -------------------------------------------------------------------------------
Christensen, Alan 16786 6,296
- -------------------------------------------------------------------------------
Clark, Brent 8393
- -------------------------------------------------------------------------------
Cook, Dan 2518
- -------------------------------------------------------------------------------
Crosby, David 9022
- -------------------------------------------------------------------------------
Crowther, Ted 16786
- -------------------------------------------------------------------------------
Davis, Tom 9022 6,296
- -------------------------------------------------------------------------------
Dimond, Jeff 3735
- -------------------------------------------------------------------------------
Edens, Bill 4406
- -------------------------------------------------------------------------------
Elder, Tom 2937
- -------------------------------------------------------------------------------
Eliason, Ron 20983
- -------------------------------------------------------------------------------
Fisher, Paul 9022
- -------------------------------------------------------------------------------
Gubler, Don 4,197
- -------------------------------------------------------------------------------
Gunderson, Ed 9022
- -------------------------------------------------------------------------------
Gurr, Eric 75540 25,184
- -------------------------------------------------------------------------------
Hawes, John 503
- -------------------------------------------------------------------------------
Haynes, Bruce 4406
- -------------------------------------------------------------------------------
Hill, David 16786
- -------------------------------------------------------------------------------
Iroz, Dan 3525
- -------------------------------------------------------------------------------
Jack, Earl 1678
- -------------------------------------------------------------------------------
Jones, Terry 923
- -------------------------------------------------------------------------------
Kleinert, Todd 559
- -------------------------------------------------------------------------------
Knudsen, Gary 16786
- -------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Number of Options at Number of Options at
Exercise Price of Exercise Price of
$11.15 Per Share $16.25 Per Share
- -------------------------------------------------------------------------------
<S> <C> <C>
Kramer, Scott 9442
- -------------------------------------------------------------------------------
Leany, Lu 2937
- -------------------------------------------------------------------------------
Lewis, Kent 7344
- -------------------------------------------------------------------------------
Lindow, Ben 2518
- -------------------------------------------------------------------------------
Little, Christy 503
- -------------------------------------------------------------------------------
Lundgren, Suzette 2098
- -------------------------------------------------------------------------------
Mazzone, Cathleen 2518
- -------------------------------------------------------------------------------
McArthur, Mike 923
- -------------------------------------------------------------------------------
McQueen, Keith 9022
- -------------------------------------------------------------------------------
Merrill, Doug 2518
- -------------------------------------------------------------------------------
Millet, Howard 894
- -------------------------------------------------------------------------------
Minert, Brian 25180 4,197
- -------------------------------------------------------------------------------
Morgan, George 2601
- -------------------------------------------------------------------------------
Morrill, Brent 839
- -------------------------------------------------------------------------------
Myers, Tracy 2518
- -------------------------------------------------------------------------------
Nielson, Heidi 839
- -------------------------------------------------------------------------------
Nelson, Lee 2308
- -------------------------------------------------------------------------------
Oliphant, James 7344
- -------------------------------------------------------------------------------
Owens, Kevin 4406
- -------------------------------------------------------------------------------
Paradee, Pam 20983
- -------------------------------------------------------------------------------
Parkinson, Brett 8393
- -------------------------------------------------------------------------------
Pazmino, Carlos 2014
- -------------------------------------------------------------------------------
Phillips, Tim 503
- -------------------------------------------------------------------------------
Pugina, Marcio 2098
- -------------------------------------------------------------------------------
Raffensparger, Scott 7763
- -------------------------------------------------------------------------------
Reeves, Mike 4406
- -------------------------------------------------------------------------------
Saguibo, Walter 1958
- -------------------------------------------------------------------------------
Sawyer, Tom 50360
- -------------------------------------------------------------------------------
Shelton, Dave 2518
- -------------------------------------------------------------------------------
Shupe, Geoff 37770 8,395
- -------------------------------------------------------------------------------
Simmons, Gina 839
- -------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Name Number of Options at Number of Options at
Exercise Price of Exercise Price of
$11.15 Per Share $16.25 Per Share
- -------------------------------------------------------------------------------
<S> <C> <C>
Smith, Matt 2518
- -------------------------------------------------------------------------------
Snelgrove, Steve 5245
- -------------------------------------------------------------------------------
Staley, Jacob 923
- -------------------------------------------------------------------------------
Swindlehurst, Trudy 1958
- -------------------------------------------------------------------------------
Verbanatz, Dave 2518
- -------------------------------------------------------------------------------
Wallace, Lindsay 134294 26,836
- -------------------------------------------------------------------------------
Williams, Fred 2518
- -------------------------------------------------------------------------------
Wilson, Georgena 2937
- -------------------------------------------------------------------------------
Winnie, Ben 29376 8,395
- -------------------------------------------------------------------------------
Winward, Debbie 1888
- -------------------------------------------------------------------------------
GRAND TOTAL 740543 106,586
===============================================================================
</TABLE>
