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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) June 12, 2006
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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On June 12, 2006 (the "Issuance Date"), Access Worldwide Communications, Inc.
(the "Company") issued to Charles Henri Weil (the "Holder"), in exchange for two
million dollars ($2,000,000), a promissory note (the "Note"). The Note shall
mature four (4) months from the Issuance Date. In addition to the Note, the
Company issued to the Holder on the Issuance Date, two hundred thousand
(200,000) warrants (the "Warrant"). The Warrant was fully vested upon the
Issuance Date and has an exercise price equal to $0.01 per share. The Warrant
shall remain exercisable until the date that is ten (10) years from the Issuance
Date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Subordinated Promissory Note (the "Note") dated June 12, 2006, by and
between Access Worldwide Communications, Inc. and Charles Henri Weil.
99.2 Warrant Certificate dated June 12, 2006, by and between Access Worldwide
Communications, Inc. and Charles Henri Weil.
99.3 Subordination Agreement by and among the Company, Charles Henri Weil, and
CapitalSource Finance, LLC.
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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: June 14, 2006 By /s/ Mark Wright
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General Counsel, Secretary
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