1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2001
REGISTRATION NO. 333-37750
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
---------------
WORLD ACCESS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 3669 58-2398004
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
945 E. PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
BRYAN D. YOKLEY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
WORLD ACCESS, INC.
945 E. PACES FERRY ROAD
SUITE 2200
ATLANTA, GEORGIA 30326
(404) 231-2025
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
COPIES OF COMMUNICATIONS TO:
LEONARD A. SILVERSTEIN, ESQ.
LONG ALDRIDGE & NORMAN LLP
5300 ONE PEACHTREE CENTER
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3201
(404) 527-4000
---------------
2
WORLD ACCESS, INC.
DEREGISTRATION
The registration statement (Reg. No. 333-37750), as amended to the date
hereof, registered 52,743,849 shares of common stock, $0.01 par value per share,
of World Access, Inc. World Access filed the registration statement in
connection with its planned acquisitions of STAR Telecommunications, Inc. and
Communication TeleSystems International d/b/a WorldxChange Communications.
Pursuant to the terms of the Agreement and Plan of Merger dated as of February
11, 2000, as amended on May 23, 2000, August 1, 2000 and October 23, 2000, by
and between World Access and WorldxChange, World Access issued an aggregate of
29,862,437 shares of common stock to the former stockholders of WorldxChange and
has completed the WorldxChange merger. The Agreement and Plan of Merger dated as
of February 11, 2000, as amended on June 7, 2000 and October 6, 2000, by and
between World Access and STAR has been terminated and the shares of common stock
registered in connection with the STAR merger will not be issued. Therefore, in
accordance with Item 22 in Part II of the registration statement relating to the
undertakings of World Access, this Post Effective Amendment No. 1 is being filed
by World Access to deregister an aggregate of 22,881,412 shares of World Access
common stock originally covered by the registration statement.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on January 22, 2001.
WORLD ACCESS, INC.
By: /s/ John D. Phillips
-------------------------------------
John D. Phillips
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated as of January 22, 2001.
SIGNATURES TITLE
---------- -----
/s/ John D. Phillips Chairman and Chief Executive Officer
- ------------------------------------- (Principal Executive Officer)
John D. Phillips
/s/ Bryan D. Yokley Executive Vice President and Chief Financial
- ------------------------------------- Officer (Principal Financial Officer)
Bryan D. Yokley
/s/ Henry C. Lyon Vice President and Corporate Controller
- ------------------------------------- (Principal Accounting Officer)
Henry C. Lyon
* Director
- -------------------------------------
Walter J. Burmeister
* Director
- -------------------------------------
Kirby Campbell
* Director
- -------------------------------------
Bryan Cipoletti
* Director
- -------------------------------------
Stephen J. Clearman
* Director
- -------------------------------------
John P. Imlay, Jr.
* Director
- --------------------------------------
Massimo Prelz Oltramonti
* Director
- --------------------------------------
John P. Rigas
* Director
- --------------------------------------
Carl E. Sanders
* Director
- --------------------------------------
Dru A. Sedwick
* Director
- --------------------------------------
Lawrence C. Tucker
*By: /s/ Bryan D. Yokley
----------------------------------
Bryan D. Yokley
Attorney-in-fact
2