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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):
March 6, 2001 (February 27, 2001)
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 5. OTHER EVENTS.
On March 1, 2001, World Access, Inc. announced that it terminated its
cash tender offer with respect to the Company's 13.25% Senior Notes due 2008
(the "Notes"). On February 28, 2001, World Access entered into an agreement with
the holders of a majority in aggregate principal amount of the Notes (the
"Majority Holders") under which the Majority Holders waived World Access'
obligation to complete the tender offer. The waiver was granted under the terms
of the Indenture governing the Notes and is effective until the earliest of (i)
the date that a consent agreement providing for the complete and irrevocable
termination of World Access' obligations regarding the tender offer is signed
with the Majority Holders, (ii) the date, not earlier than March 15, 2001, a
majority of the Majority Holders notifies the Company in writing that the waiver
is withdrawn, or (iii) March 31, 2001.
If World Access and the Majority Holders enter into a consent
agreement, World Access anticipates making a new tender offer for a reduced
aggregate principal amount of Notes, subject to the terms and contingencies
contained in the consent agreement. As previously announced in the Company's
press release dated February 15, 2001, the Company expects that the agreement
will allow the Company to retire approximately $70.6 million aggregate principal
amount of the Notes, rather than the approximately $161.4 million aggregate
principal amount which was to be retired pursuant to the Company's
previously-announced tender offer. The agreement would also modify certain
covenants in the existing indenture governing the Notes, which would grant the
Company greater flexibility in future financing activities. In exchange for the
foregoing, World Access would pay the noteholders a $10 million consent fee and
issue an aggregate of 32 million shares of common stock to the noteholders. The
Company would also issue 16 million common shares (or warrants to purchase 16
million common shares, exercisable at a nominal price), which would be forfeited
under certain circumstances. Finally, the Notes would be secured, but would be
subordinate to the Company's senior lenders or any future senior lenders.
If the waiver is withdrawn or expires before the parties enter into a
consent agreement, World Access must launch a new tender offer on terms
substantially similar to the original tender offer.
This Form 8-K may contain financial projections or other
forward-looking statements made pursuant to the safe harbor provisions of the
Securities Reform Act of 1995. Such statements involve risks and uncertainties
that may cause actual results to differ materially. These risks include:
inability to obtain adequate financing or financing on terms acceptable or
favorable to World Access; inability to restructure existing debt obligations;
potential inability to identify, complete and integrate acquisitions;
difficulties in expanding into new business activities; delays in new service
offerings; the potential termination of certain service agreements or the
inability to enter into additional service agreements; and other risks described
in World Access' SEC filings, including its Annual Report on Form 10-K for the
year ended December 31, 1999, as amended, its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2000 and June 30, 2000, as amended, its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000, its Registration
Statements on Forms S-3 (No. 333-79097) and S-4 (No. 333-37750 and 333-44864),
and its Report on Form 8-K dated February 21, 2001, all of which risks are
incorporated by reference into this Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, issued March 1, 2001
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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: March 6, 2001 By: /s/ Bryan D. Yokley
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Bryan D. Yokley
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, issued March 1, 2001