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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): DECEMBER 15, 1998 (DECEMBER 14, 1998)
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WORLD ACCESS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-29782 58-2398004
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
945 E. PACES FERRY ROAD, SUITE 2200, ATLANTA, GEORGIA 30326
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 231-2025
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 15, 1998, World Access, Inc. (the "Company") announced
that it had consummated the acquisition of (i) Cherry Communications
Incorporated (d/b/a Resurgens Communications Group) ("RCG") in a merger
transaction (the "Merger") pursuant to a definitive Agreement and Plan of
Merger and Reorganization (the "Merger Agreement") with RCG, and (ii) Cherry
Communications U.K. Limited ("Cherry U.K.") in a share exchange transaction
(the "Share Exchange") pursuant to a Share Exchange Agreement and Plan of
Reorganization (the "Exchange Agreement") with the sole shareholder (the
"Shareholder") of Cherry U.K.
In connection with the Merger, the former creditors of RCG received an
aggregate of 9,375,000 shares of common stock of World Access, of which
two-thirds will be held in escrow and will be released to the RCG creditors
over the two year period following the consummation of the Merger, subject to
the attainment of certain earnings levels for the combined business of RCG and
Cherry U.K.
In connection with the Share Exchange, the Shareholder received an
aggregate of 1,875,000 shares of World Access common stock, of which one-third
was issued to the Shareholder at closing and the remaining two-thirds was
issued and is being held in escrow and will be released to the Shareholder over
the two year period following the consummation of the Exchange, subject to the
attainment of certain earnings levels for the combined business of RCG and
Cherry U.K.
The Merger and the Share Exchange were consummated on December 14,
1998, and each of the Merger and the Share Exchange will be accounted for as a
purchase.
John D. Phillips, a director of the Company, is the President and
Chief Executive Officer of RCG and Cherry U.K. and a general partner of the
Shareholder.
The consideration paid by the Company in connection with the Merger
and the Share Exchange was determined by arms' length negotiations between the
parties.
On December 15, 1998, the Company also announced that John P. Imlay,
Jr., Carl E. Sanders and Mark A. Gergel had been elected to the Company's Board
of Directors, each to serve a three-year term, and Stephen J. Clearman had been
re-elected to the Company's Board of Directors to serve a two-year term.
The foregoing description of the Merger and the Share Exchange is
qualified in its entirety by reference to the Merger Agreement and the Exchange
Agreement which have been filed as appendices to the Company's Proxy Statement
filed with the Securities and Exchange Commission on November 12, 1998 (the
"Proxy Statement"). In addition, the press release announcing the consummation
of the Merger and the Share Exchange and the press release announcing the
election of directors are incorporated herein and made a part hereof by this
reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) - (b). Financial Statements and Pro Forma Financial Information.
All required financial statements and pro forma financial information has been
filed with the Securities and Exchange Commission as part of the Proxy
Statement.
(c) Exhibits. The following exhibits are filed herewith by direct
transmission via "edgar."
2.1 Agreement and Plan of Merger and Reorganization dated as May
12, 1998, as amended by the First and Second Amendments thereto, by and between
World Access, WA Telcom Products Co., (formerly known as World Access, Inc.,
"Old World Access"), RCG and WA Merger Corp. (incorporated by reference to
Appendix A to the Proxy Statement).
2.2 Share Exchange Agreement and Plan of Reorganization dated as
of May 12, 1998 by and between World Access, Old World Access, Cherry U.K. and
Renaissance Partners, II (incorporated by reference to Appendix B to the Proxy
Statement).
99.1 Press Release issued December 15, 1998 relating to the
consummation of the Merger and the Share Exchange.
99.2 Press Release issued December 15, 1998 relating to the
election of directors.
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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 its behalf by the
undersigned, thereunto duly authorized.
WORLD ACCESS, INC.
By: /s/ MARTIN D. KIDDER
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Martin D. Kidder
Its Vice President and Controller
Dated as of December 15, 1998
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