UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WORLD ACCESS, INC.
(Name of issuer)
Common Stock, $.01 par value per share
(Title of class of securities)
98141A101
(CUSIP NUMBER)
February 27, 1998
(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
(_) Rule 13d-1 (b)
(X) Rule 13d-1 (c)
(_) Rule 13d-1 (d)
WITH COPIES TO:
STEVEN N. MACHTINGER, ESQ. RICHARD A. MILLER, ESQ.
HAMBRECHT & QUIST LLC WHITE & CASE
ONE BUSH STREET 1155 AVENUE OF THE AMERICAS
SAN FRANCISCO, CA 94104 NEW YORK, NY 10036
415-439-3000 212-819-8849
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
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CUSIP No. 98141A101 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Group
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY *
OWNED BY ------ ------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING ------ ------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
*
------ ------------------------------------------
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (_)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
*
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12 TYPE OF REPORTING PERSON
CO
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* Hambrecht & Quist Group may be deemed to be the beneficial owner of
the shares of World Access, Inc. common stock reported herein through
its ownership of all of the outstanding shares of common stock of
Hambrecht & Quist California. Such shares of World Access, Inc. are
not included above so as to avoid double counting.
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CUSIP No. 98141A101 Page 3 of 9 Pages
- --------------------------------- -----------------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist California
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_)
(b) (_)
- -------- ---------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------------- ------ ----------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 1,429,907
OWNED BY ------ ----------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING ------ ----------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
1,429,907
------ ----------------------------------------
8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,907
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (_)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
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12 TYPE OF REPORTING PERSON
CO
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ITEM 1(A). NAME OF ISSUER:
World Access, Inc., a Delaware corporation (the "Issuer").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The Issuer has its principal executive offices at 945
East Paces Ferry Road, Suite 2240, Atlanta, Georgia 30326.
ITEM 2(A). NAME OF PERSON FILING:
This statement is filed on behalf of Hambrecht & Quist Group ("H&Q
Group") and its wholly owned subsidiary Hambrecht & Quist California ("H&Q
California" ).
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal place of business of H&Q Group is One Bush Street, San
Francisco, California 94104.
The principal place of business of H&Q California is One Bush Street,
San Francisco, California 94104.
ITEM 2(C). CITIZENSHIP:
The place of organization of H&Q Group is the State of Delaware.
The place of organization of H&Q California is the State of
California.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
The title of the securities is common stock, $.01 par value (the
"Common Stock").
ITEM 2(E). CUSIP NUMBER:
The CUSIP number of the Common Stock is 98141A101.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) (_) Broker or dealer registered under section 15 of the Act;
(b) (_) Bank as defined in section 3(a)(6) of the Act;
(c) (_) Insurance Company as defined in section 3(a)(19) of the Act;
(d) (_) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (_) An investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(E);
(f) (_) An employee benefit plan, or endowment fund in
accordance with Rule 13d-1 (b)(1)(ii)(F);
(g) (_) A parent holding company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G);
(h) (_) A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act;
(i) (_) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) (_) Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this
box.(X)
ITEM 4. OWNERSHIP.
(A) AMOUNT BENEFICIALLY OWNED:
H&Q California beneficially owns the number of shares of the Common
Stock set forth in item 9 on the applicable cover page (the "Shares"). As a
result of H&G Group's ownership of H&Q California, H&Q Group may also be
deemed the beneficial owner of such Shares.
(B) PERCENT OF CLASS:
H&Q California beneficially owns the percentage of the outstanding
shares of Common Stock as set forth in item 11 on the applicable cover
page, which is based upon the number of outstanding shares of Common Stock
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997. As a result of H&Q Group's ownership of H&Q
California, H&Q Group may also be deemed the beneficial owner of such
percentage of the outstanding shares of Common Stock.
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
H&Q California has the sole power to vote or to direct the vote
of the Shares. As a result of H&Q Group's ownership of H&Q California,
H&Q Group may also be deemed to have such power to vote or to direct
the vote of the Shares.
(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
None.
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
H&Q California has the sole power to dispose or to direct the
disposition of the Shares. As a result of H&Q Group's ownership of H&Q
California, H&Q Group may also be deemed to have such power to dispose
or to direct the disposition of the Shares.
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
None.
This Schedule does not include shares of Common Stock of the Issuer,
if any, held by Hambrecht & Quist LLC, a wholly owned subsidiary of H&Q
California, in its trading account in its capacity as a market maker in the
Common Stock of the Issuer.
Under the definition of "beneficial ownership" in Rule 13d-3 under the
Securities Exchange Act of 1934, it is also possible that the individual
directors, executive officers, members and/or managers of the foregoing entities
might be deemed the "beneficial owners" of some or all of the securities to
which this Schedule relates in that they might be deemed to share the power to
direct the voting or disposition of such securities. Neither the filing of this
Schedule nor any of its contents shall be deemed to constitute an admission that
any of such individuals is, for any purpose, the beneficial owner of any of the
securities to which this Schedule relates, and such beneficial ownership is
expressly disclaimed.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 9, 1998
HAMBRECHT & QUIST GROUP
By: /s/ Steven N. Machtinger
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Name: Steven N. Machtinger
Title: Secretary and General
Counsel
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 9, 1998
HAMBRECHT & QUIST CALIFORNIA
By: /s/ Steven N. Machtinger
-------------------------------
Name: Steven N. Machtinger
Title: Secretary and General
Counsel
