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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2000 (February
11, 2000)
WORLD ACCESS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-29782 58-2398004
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
945 E. PACES FERRY ROAD, SUITE 2200
ATLANTA, GEORGIA 30326
(Address of principal executive offices, including zip code)
(404) 231-2025
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 11, 2000, World Access Telecommunications Group, Inc., an
indirect, wholly-owned subsidiary of World Access, Inc. ("WAXS"), acquired
substantially all of the assets and assumed substantially all of the liabilities
of Long Distance International Inc. ("LDI"). Operating under the NETnet name
throughout Europe, LDI offers an array of telecommunications services
concentrating on the needs of business customers in Austria, France, Germany,
Italy, Norway, Spain, Sweden, Switzerland and the United Kingdom.
Pursuant to the terms of the Asset Purchase Agreement, dated December
17, 1999, LDI, NETnet International S.A. and the holders of LDI's $225 million
aggregate principal amount of 12.25% Senior Notes due 2008 (the "Notes"),
received approximately $185 million of Convertible Preferred Stock, Series D, of
WAXS (the "Preferred Stock"). Approximately ten percent (10%) of the Preferred
Stock was placed in escrow for six (6) months to satisfy any future
indemnification claims. The consideration paid by WAXS in connection with the
transaction was determined by arm's length negotiations between the parties.
The Preferred Stock bears no dividend and is convertible into shares of
WAXS Common Stock at a conversion rate of $18 per common share, subject to
potential adjustment under certain circumstances. If the closing trading price
of WAXS Common Stock exceeds $18 per share for 60 consecutive trading days, the
Preferred Stock will automatically convert into WAXS Common Stock. The holders
of the Preferred Stock will vote on an as-converted basis with the holders of
WAXS Common Stock.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
In accordance with Item 7(a)(4) of Form 8-K, the historical
financial statements of LDI required to be filed with the Commission will be
filed as an amendment to this report under cover of Form 8-K/A on or before
April 26, 2000.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, any pro forma
financial information required to be filed with the Commission will be filed as
an amendment to this report under cover of Form 8-K/A on or before April 26,
2000.
(c) Exhibits.
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EXHIBIT NUMBER DESCRIPTION
2 Asset Purchase Agreement, dated December 17, 1999, by and between World
Access, Inc. and Long Distance International Inc. The following is a
list of omitted exhibits, schedules and other attachments which WAXS
agrees to furnish supplementally to the Commission upon request:
EXHIBITS TO ASSET PURCHASE AGREEMENT:
1.1 The Assets
1.2 Excluded Assets
1.3 Certificate of Designation
1.3(a) Names of Note Holders
4.11 Severance
5.2(d) LDI Plan
6.1(a) Litigation Accruals
SCHEDULES TO ASSET PURCHASE AGREEMENT:
2.1(a) Organization; Standing and Power; Subsidiaries
2.1(b)(2) Capital Structure
2.1(b)(3) Capitalization; Warrants and Options
2.1(c)(3) Consents
2.1(d)(2) Undisclosed Liabilities or Obligations
2.1(d)(3) Consolidating Financial Statements
2.1(e) Liens
2.1(f) Indebtedness
2.1(i) Material Suits and Proceedings
2.1(n)(1) Tax Returns Not Filed
2.1(n)(3) Tax Sharing Agreements
2.1(n)(5) Subsidiary Tax Status
2.1(n)(6) "Group" Taxes
2.1(o) Material Agreements
2.1(q)(1)(a) Employee Benefit Plans and Arrangements
2.1(q)(1)(b) Compliance with ERISA and the Code
2.1(r) Material Licenses
4 Certificate of Designation of Convertible Preferred Stock, Series D.
99 Press Release dated February 14, 2000 announcing the acquisition of
substantially all of the assets of Long Distance International Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
WORLD ACCESS, INC.
Date: February 28, 2000 By: /s/ MARTIN D. KIDDER
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Martin D. Kidder
Vice President and Controller
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