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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 31, 2005
ACCESS WORLDWIDE COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-23489 52-1309227
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4950 Communication Avenue, Suite 300, Boca Raton, Florida 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (571) 438-6140
N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Upon closing of the transaction on August 31, 2005 (the "Closing Date"), Access
Worldwide Communications, Inc. (the "Company") issued and sold to accredited
investors convertible promissory notes (the "Notes") with attached warrants (the
"Warrants") for an aggregate principal purchase price of $2.255 million. The
sale of the underlying shares was exempt from registration under the Securities
Act of 1933 as a private offering to accredited investors under Section 4(2) of
the Securities Act and Rule 506 of Regulation D.
The Notes mature the earlier of (a) the conversion event, (b) thirty six (36)
months from the closing date or (c) a change of control; in any case, only after
(i) all amounts due under the Company's institutional debt have been
indefeasibly paid in full in cash or (ii) the holder of the Company's
institutional debt consents in writing to the repayment of the principal amount
hereof and all fees and accrued and unpaid interest thereon.
The Notes automatically convert upon the conversion event, which is the date
upon which the stockholders of the Company vote, pursuant to Delaware law, to
amend the Amended and Restated Certificate of Incorporation of the Company, to
increase the authorized shares of Company Common Stock, par value $0.01 (the
"Common Stock") from 20 million to not less than 35 million (the "Conversion
Event"). The Notes will convert to Common Stock at a conversion ratio of 2
shares of Common Stock for each U.S. dollar ($1.00) invested in the principal
price of the Notes.
In addition, the Company shall issue to each holder of the Notes one Warrant for
every Note. The Warrants have an exercise price of $0.75 per share and vest upon
the completion of (a) the holder paying to the Company his principal amount for
the Notes, and (b) the Conversion Event. The Warrants shall remain exercisable
until the date that is ten (10) years from the vesting date.
If the Conversion Event does not take place, the Company will pay to holders of
the Notes the principal amount of the Notes and an additional 20% non-conversion
fee (collectively the "Face Value of the Notes") upon written consent of the
Company's institutional lender upon its maturity. Upon maturity, interest will
begin to accrue at an annual rate of fifteen percent (15%) of the Face Value of
the Notes until such time as all principal, fees, and interest are paid in full.
The interest will be paid to holders quarterly in arrears provided that the
Company is in compliance with its loan covenants under its credit agreement with
its institutional lender.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Convertible Promissory Note (the "Note") between ACCESS WORLDWIDE
COMMUNICATIONS, INC., and the Holder of the Note.
99.2 Warrant Certificate between Access Worldwide Communications Inc. and
Holder.
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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 hereunto duly authorized.
ACCESS WORLDWIDE COMMUNICATIONS, INC.
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(Registrant)
Date: September 1, 2005 By /s/ RICHARD LYEW
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Richard Lyew
Executive Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
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