UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15 (d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) October 24, 1998
ACCESS WORLDWIDE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23489 52-1309227
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
2200 Clarendon Blvd., 11th Floor
Arlington, Virginia 22201
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 1 (800) 522-3447
CulturalAccessWorldwide, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Item 2 - Acquisition or Disposition of Assets
On October 24, 1998 (the "Closing Date"), Access Worldwide Communications, Inc.
(the "Company") acquired all the outstanding capital stock of AM Medica
Communications, Ltd., a New York corporation ("AMM"), from Ann M. Holmes, the
sole shareholder of AMM (the "Shareholder"). The consideration paid by the
Company on or about the Closing Date for the stock of AMM was (i) $22.0 million
in cash, (ii) $0.5 million of the Company's common stock, $.01 par value, valued
at the average closing price for the 10 trading days ending three business days
prior to the Closing Date (122,045 shares), and (iii) a three year 6.5%
subordinated promissory note in the principal amount of $5.5 million. The
purchase price also includes certain future contingent payments of cash and
shares of the Company's common stock over a five-year period dependent on the
achievement of certain financial goals by AMM.
The Company financed the cash portion of the purchase price by borrowing under
its credit facility with Bank of America.
The determination of the consideration for the acquisition of AMM was based upon
negotiations between the Shareholder and the Company.
Further information concerning the terms of the acquisition of AMM is contained
in the Agreement of Purchase and Sale dated as of October 24, 1998 by and among
the Company, AMM and the Shareholder (see Exhibit 2(a) hereto), which agreement
and such information are incorporated herein by reference.
Prior to the Closing Date, no material relationship existed between the
Shareholder and the Company, any affiliate of the Company, any director or
officer of the Company or any associate of any such director or officer.
AMM provides a range of services to the pharmaceutical industry, including
medical education programs, medical meetings management, medical publishing,
medical audio-visual production and interactive medical education programs for
pharmaceutical companies. The Company intends to continue the business of AMM.
Item 5 - Other Events
The Company announced on October 23, 1998 that, with the acquisition of AM
Medica Communications, Ltd., the Company's name would be changed to Access
Worldwide Communications, Inc. Effective November 2, 1998, the trading symbol
for the Company on the NASDAQ National Market was changed from CAWW to AWWC.
Item 7 - Financial Statements
(a) and (b) Required financial information for AMM is not currently
available. The Company will file financial information of AMM under cover of
Form 8-K/A within 60 days after this Current Report must be filed.
(c) Exhibits:
The exhibits required to be filed as part of this Current Report on Form 8-K are
listed in the Exhibit index below.
Exhibit
Table Number Description
2(a) Agreement of Purchase and Sale (the "Purchase
Agreement", dated as of October 24, 1998 by and
among the Company, AMM and the Shareholder. (The
schedules and exhibits to the Purchase Agreement
are not filed as part of this Current Report on
Form 8-K. A list briefly identifying the contents
of the omitted schedules and exhibits appears in
the Table of Contents to the Purchase Agreement.
The Company undertakes to furnish supplementally
a copy of any omitted schedules or exhibits to
the Commission upon request.)
2(b) Three-year 6.5% subordinated promissory note of
the Company dated October 24, 1998 in the
principal amount of $5,500,000.
10 Employment Agreement dated October 24, 1998
between the Company and Ann M. Holmes.
99 Press release dated October 23, 1998.
SIGNATURES
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.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
Date: __________ By: /s/ John Fitzgerald
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John Fitzgerald, President and
Chief Executive Officer
(principal executive officer)
Date: __________ By: /s/ Michael Dinkins
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Michael Dinkins, Senior Vice
President of Finance and Administration
and Chief Financial Officer
(principal financial officer)