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):
February 9, 2000 (February 2, 2000)
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)
2.
Item 5. Other Events.
On February 2, 2000, World Access, Inc. ("World Access") entered into a
definitive agreement with BATM Advanced Communications Limited ("BATM") pursuant
to which World Access will sell its Telco Systems, Inc. subsidiary to BATM for
$261 million cash and $65 million of ordinary shares of BATM. Telco Systems,
based in Norwood, Massachusetts, manufactures network transport and access
solutions for leading telecommunications service providers. BATM, based in Rosh
Ha'ayn, Israel, is a data communications technology company that is establishing
a global leadership position in next generation data communications equipment,
including edge access devices, multi-protocol switches, fiber-based networking
equipment and IP mux switching solutions.
The transaction is subject to, among other things, the approval of BATM's
shareholders and certain regulatory agencies. The largest shareholder of BATM,
representing approximately 31% of its outstanding shares, has entered into a
Voting Agreement whereby he has committed to vote in favor of the transaction.
The sale is expected to close by March 31, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
99 Press Release, issued February 3, 2000
3.
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: February 9, 2000 By: /s/ MARTIN D. KIDDER
--------------------
Martin D. Kidder
Vice President and Controller
4.
EXHIBIT INDEX
Exhibit
Number Description
99 Press Release, issued February 3, 2000
5.
Exhibit 99.9
WORLD ACCESS EXECUTES DEFINITIVE AGREEMENT TO SELL
ITS TELCO SYSTEMS SUBSIDIARY FOR $326 MILLION
BATM Advanced Communications, an Israel-Based Data Communications Company,
to Acquire Telco Systems for $261 Million in Cash and $65 Million of BATM Shares
Sale of Telco an Integral Part of World Access' Strategy to Focus on its Core
Service Businesses
ATLANTA, GEORGIA - February 3, 2000 - World Access, Inc.
(Nasdaq: WAXS) announced today that it has executed a definitive
agreement with BATM Advanced Communications Limited (London Stock
Exchange: BVC) pursuant to which World Access will sell its Telco
Systems, Inc. subsidiary to BATM for $326 million. Telco Systems, based
in Norwood, Massachusetts, manufactures network transport and access
solutions for leading telecommunications service providers. BATM, based
in Rosh Ha'ayn, Israel, is a fast-growing data communications technology
company that is quickly establishing a global leadership position in next
generation data communications equipment, including edge access devices,
multi-protocol switches, fiber-based networking equipment and IP mux
switching solutions.
The transaction is subject to the approval of BATM's
shareholders and certain regulatory agencies. The largest shareholder of
BATM, representing approximately 31% of its outstanding shares, has
entered into a Voting Agreement whereby he has committed to vote in favor
of the transaction. The sale is expected to close by March 31, 2000.
John D. Phillips, Chairman and Chief Executive Officer of World
Access, said, "The sale of Telco Systems is part of our previously
announced decision to focus all of our resources and efforts on being a
leading provider of bundled voice, data and Internet services to key
regions of the world. This transaction significantly strengthens our
balance sheet and provides us with additional leverage to continue to
enhance shareholder value by assuming a leading role in the consolidation
of the European telecommunications service markets."
"Telco Systems has done an outstanding job during the past
year of repositioning itself in the market with its highly successful
EdgeLink product family," Mr. Phillips added. "Telco Systems has an
outstanding management team, customer base, distribution channel and new
product pipeline that are all expected to provide immediate synergies for
BATM and its customers. BATM designs and manufactures high performance
data communications systems that have been consistently praised for their
innovative technology and high quality. BATM has won Israel's highest
quality awards and also won the 1998 London Stock Exchange award for Best
Technology Company of the Year. We've been extremely impressed with
BATM's financial performance over the past year and believe that Dr.
Marom and his team will continue to develop revolutionary new switching
and integrated access solutions that will quickly establish them as a
major player in the worldwide data and telecommunications markets."
Dr. Zvi Marom, Chief Executive Officer of BATM, said, "BATM's
acquisition of Telco Systems represents a significant opportunity for
us to establish a stronger presence in the U.S. telecommunications
equipment markets. Telco System's innovative EdgeLink products
naturally complement BATM's switching and access solutions that cater
to the network edge. On a combined basis, we anticipate that our
bundled service offerings will become a compelling sales tool.
Furthermore, Telco System's direct sales force and well-developed
direct and indirect sales channels establish a broad sales and
marketing presence for BATM, especially in the United States
telecommunications equipment markets. We intend to utilize Telco
System's customer development and retention programs as a basis for
further retail account growth."
In December 1999, World Access announced that it was pursuing
strategic alternatives for its Equipment Group as part of a strategy to
concentrate on the international telecommunications services market. In
December, World Access sold its Galaxy Engineering Services division to
a private investment group. The Company continues to evaluate strategic
alternatives for the remaining businesses of its Equipment Group,
including the NACT Switching and Wireless Local Loop divisions.
Donaldson, Lufkin & Jenrette and Brown Brothers Harriman & Co.
are serving as advisors to World Access with respect to the Telco
Systems transaction. BATM is being advised by Dresdner Kleinwort
Benson.
6.
About BATM
BATM Advanced Communications designs and manufactures data communications
equipment primarily for use in local and wide area networks. Building on
the success of its Titan T4, a LAN switch which supports the new small
form factor optical fiber connections to the desktop, BATM has recently
launched Titan T5, capable of twice the switching capacity of the Titan
T4. These products combine fast switching with high levels of flexibility
of network connectivity across both copper and fiber optic networks,
including recent vDSL modules. Additionally, BATM has been developing a
non-blocking Titan T6 switch, a prototype of which was recently profiled
at the Geneva Telecom Show in October 1999. This generic switch
demonstrated non-blocking switching capacity of 256 gigabit. As a next
generation product, BATM is working on the development of a photonic
switch, the Titan T8, capable of switching optical signals without
conversion to electronic form. For additional information regarding BATM,
please refer to the company's website at www.batm.com.
About World Access
World Access is focused on being a leading provider of bundled voice,
data and Internet services to key regions of the world. The company
competitively provides end-to-end communications services through its
redundant digital network which is capable of supporting voice and data
services, including frame relay, Internet Protocol (IP), asynchronous
transfer mode (ATM) and multimedia applications. Located strategically
throughout the U.S. and 13 European countries, World Access' network
backbone consists of gateway and tandem switches, linked by an extensive
fiber network encompassing tens of millions of circuit miles. For
additional information regarding World Access, please refer to the
Company's website at www.waxs.com.
This press release 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 which may cause actual results to differ materially. These
risks include: potential inability to identify, complete and integrate
acquisitions; difficulties in expanding into new business activities;
delays in new product developments or introductions; the potential
termination of certain service agreements or the inability to enter into
additional service agreements; and other risks described in the Company's
SEC filings, including the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, the Company's Quarterly Reports on Form
10-Q for the three months ended March 31, 1999, June 30, 1999 and
September 30, 1999 and the Company's Registration Statement on Form S-3
(No. 333-43497), as such filings have been amended, all of which are
incorporated by reference into this press release.
World Access Contact: Nancy L. de Jonge Michael F. Mies
(404-231-2025) Director of Senior Vice President-
Investor Relations Finance & Corporate
Communications & Treasurer
http://www.waxs.com