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
October 14, 1998
(October 13, 1998)
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Date of report (Date of earliest event reported)
Telco Systems, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-12622 94-2178777
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(State or Other Juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
68 Nahatan Street
Norwood, Massachusetts 02062
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(Address of Principal Executive Offices and Zip Code)
(781) 551-0300
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On October 13, 1998, Telco Systems, Inc. (the "Company") and
World Access, Inc. ("World Access") announced that they had agreed in
principle to amend the Merger Agreement, dated as of June 4, 1998 (the
"Merger Agreement"), among the Company, World Access, WAXS INC., a wholly
owned subsidiary of World Access, and Tail Acquisition Corporation, a
wholly owned subsidiary of WAXS, in order to, among other things, establish
a minimum purchase price to be paid by World Access of $12.00 per Company
common share and to provide World Access with the option to pay the
purchase price using either World Access common stock or a combination of
World Access common stock and cash, subject to a minimum of 45% of the
purchase price being paid in the form of World Access common stock to
ensure tax-free treatment to the Company's stockholders in respect of the
World Access common stock they receive. The companies' agreement in
principle provides that the deadline for completing the merger contemplated
by the Merger Agreement (the "Merger") will be extended until December 31,
1998.
The value of the World Access common stock included in the
purchase price will be determined based upon the average of the last
reported sales prices of the World Access common stock during a 20
trading-day period prior to the effective time of the Merger. The
companies' agreement in principle provides that, if such average sales
price is less than $12.00, World Access will be permitted to terminate the
Merger Agreement.
The amendment to the Merger Agreement contemplated by the
agreement in principle (the "Amendment") is expected to be executed in the
near future, subject to the companies' agreement as to the form of the
Amendment and the approval of each of their Boards of Directors. Until the
execution of the Amendment, the Merger Agreement will remain unchanged and
in full force and effect in accordance with its terms.
A copy of the press release announcing the companies' agreement
in principle is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release dated October 13, 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's duly authorized signatory.
Dated: October 14, 1998
TELCO SYSTEMS, INC.
By: /s/ William J. Stuart
______________________________
Name: William J. Stuart
Title: Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Press Release dated October 13, 1998.