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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) September 15, 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 (see General Instruction A.2. below):
[ ] 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.
On September 15, 2005, Access Worldwide Communications, Inc. (the "Company")
issued one (1) million warrants to certain Philippine investors pursuant to the
amended Subscription Agreement dated March 4, 2005. The warrants have an
exercise price of $0.01 and shall vest or become fully exercisable on the date
which the Company amends its Amended and Restated Certificate of Incorporation
("Certificate of Incorporation"), pursuant to a vote of the Company's
shareholders and section 242 of the Delaware General Corporation Law, to
increase the number of authorized shares of the Company's Common Stock as set
forth in Article 4 of the Certificate of Incorporation from twenty (20) million
shares to no less than thirty five (35) million shares (the "Vesting Date"). The
warrants shall be exercisable commencing on the Vesting Date and shall continue
to be exercisable for ten (10) years from the Vesting Date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Amendment to the Subscription Agreement between Access Worldwide
Communications, Inc. and Purchaser.
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 20, 2005 By /s/ MARK WRIGHT
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Mark Wright
General Counsel, Secretary
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