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EXHIBIT 99.1
WORLD ACCESS, INC.
PROXY FOR THE WORLD ACCESS SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON _________, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF WORLD ACCESS
The board of directors of World Access recommends that you vote FOR the
following proposals:
[X] Please mark votes as in this example.
1. Approval of the adoption of an Agreement and Plan of Merger, dated as
of February 11, 2000, as amended June 7, 2000, between World Access,
STI Merger Co. (a wholly-owned subsidiary of World Access), and STAR
Telecommunications, Inc., and the transactions contemplated thereby
pursuant to which STAR Telecommunications, Inc. will merge into World
Access.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Approval of the adoption of an Agreement and Plan of Merger dated as of
February 11, 2000, as amended May 23, 2000, between World Access,
WorldxChange Communications, Inc. f/k/a CTI Merger Co. (a wholly-owned
subsidiary of World Access), and Communications TeleSystems
International d/b/a WorldxChange Communications, and the transactions
contemplated thereby pursuant to which Communications TeleSystems
International d/b/a WorldxChange Communications will merge into World
Access.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Approval of an amendment to Article IV of World Access' amended
certificate of incorporation to increase the number of shares of common
stock that World Access is authorized to issue from 150,000,000 shares
to 290,000,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approval of an amendment to Article IX of World Access' amended
certificate of incorporation to increase the maximum number of
authorized directors from 12 to 15.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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5. Approval of an amendment to Article 1X of World Access' amended
certificate of incorporation to end the division of World Access' board
of directors into three classes so that all directors will serve terms
of one year and until their successors are duly elected and qualified
or until their earlier resignation or removal.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. Approval of an amendment to the World Access Directors' Warrant
Incentive Plan to increase the number of warrants issuable under the
Directors' Warrant Incentive Plan from 600,000 warrants to 1,200,000
warrants.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
7. Approval of an amendment to the World Access Directors' Warrant
Incentive Plan to modify the performance criteria of World Access
common stock under the plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
8. To elect Stephen J. Clearman to the board of directors to serve (i) if
the proposal referenced in number 5 is approved, for a term of one year
and until his successor is duly elected and qualified or until his
earlier resignation or removal or (ii) if the proposal referenced in
number 5 is not approved, for a term of three years and until his
successor is elected and qualified or until his earlier resignation or
removal.
FOR [ ] ABSTAIN [ ]
9. To elect John D. ("Jack") Phillips to the board of directors to serve
(i) if the proposal referenced in number 5 is approved, for a term of
one year and until his successor is duly elected and qualified or until
his earlier resignation or removal or (ii) if the proposal referenced
in number 5 is not approved, for a term of three years and until his
successor is elected and qualified or until his earlier resignation or
removal.
FOR [ ] ABSTAIN [ ]
The undersigned appoints Bryan D. Yokley and W. Tod Chmar, and each of
them, with full power of substitution, the proxies and attorneys of the
undersigned, to vote as specified hereon at the Special Meeting of Stockholders
of World Access to be held on _________, 2000 at ______ __.m. local time, and at
any adjournments or postponements thereof, with all powers (other than the power
to revoke the proxy or vote the proxy in a manner not authorized by the executed
form of proxy) that the undersigned would have if personally present at the
World Access Special Meeting, to act in their discretion upon any other matter
or matters that may properly be brought before the World Access Special Meeting
and to appear and vote all the shares of World Access stock that the undersigned
may be entitled to vote. The undersigned hereby acknowledges receipt of the
accompanying joint proxy statement/prospectus and hereby revokes any proxy or
proxies heretofore given by the undersigned relating to the World Access Special
Meeting.
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UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED
"FOR" THE FOREGOING PROPOSALS.
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Signature
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Signature if jointly held
Dated:
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PLEASE DATE AND SIGN AS NAME APPEARS
HEREON. WHEN SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN OR
ATTORNEY, PLEASE GIVE FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED CORPORATE OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON. JOINT OWNERS
SHOULD EACH SIGN.