1
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): April 21, 1999
WORLD ACCESS, INC.
------------------
(Exact name of registrant as specified in its 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)
2
ITEMS 5. OTHER EVENTS.
On April 21, 1999, World Access, Inc. (the "Company") sold 50,000
newly issued shares of 4.25% Cumulative Senior Perpetual Convertible Preferred
Stock, Series A (the "Preferred Stock") to The 1818 Fund III, L.P. ("The 1818
Fund III") for an aggregate purchase price of $50 million pursuant to that
certain Stock Purchase Agreement dated as of April 19, 1999 by and between
World Access, Inc. and The 1818 Fund III. The 1818 Fund III is one of a family
of private equity partnerships (the "Funds") organized to acquire substantial,
non-controlling, long-term ownership positions in growing, strongly positioned
companies. The Funds have provided active early support and capital to a number
of highly successful telecommunications and media companies, including MCI
WorldCom and Frontier Vision. The General Partner of the Funds is Brown
Brothers Harriman & Co. ("BBH"), America's largest private bank and the oldest
owner-managed business partnership in the country.
Upon the closing of the transaction, Lawrence C. Tucker, a partner at
BBH and co-manager of The 1818 Fund III, became a member of the Company's Board
of Directors. Lawrence C. Tucker has been a partner of BBH since 1979 and
currently serves as a director of MCI WorldCom, National HealthCare
Corporation, Riverwood International Corporation and the MCI WorldCom Venture
Fund.
Each share of Preferred Stock is convertible at the option of the
holder into the Company's common stock in accordance with a conversion formula
equal to the liquidation preference per share divided by a conversion price of
$11.50 per share, subject to adjustment. If the closing trading price of the
Company's common stock as quoted by The Nasdaq Stock Market exceeds $30 per
share for 45 consecutive trading days, the Preferred Stock will be
automatically converted into the Company's common stock. The Preferred Stock
may be voted with the Company's common stock on an as converted basis. The
holders of Preferred Stock also have the right to designate one member to the
Board of Directors. The holders of Preferred Stock have certain supermajority
voting rights upon certain circumstances, such as the authorization of a class
of securities having senior or parity rights with the Preferred Stock, a
reorganization or liquidation of the Company, or a consolidation or merger of
the Company into a third party. As part of the above sale, The 1818 Fund III
also received an option to purchase an additional $20 million in Preferred
Stock from the Company prior to June 30, 2000 at the original purchase price
per share. The foregoing description is qualified in its entirety by reference
to the press release attached hereto as Exhibit No. 99 and incorporated herein
by reference.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
4 Certificate of Designation of 4.25% Cumulative Senior
Perpetual Convertible Preferred Stock, Series A.
99 Press Release dated April 19, 1999.
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: May 3, 1999 By: /s/ MARTIN D. KIDDER
Martin D. Kidder
Its Vice President and Controller
4
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
- ----------- --------
4 Certificate of Designation of 4.25% Cumulative Senior
Perpetual Convertible Preferred Stock, Series A.
99 Press Release dated April 19, 1999.