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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) October 13, 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.)
1820 North Fort Myer Drive, 4th Floor, Arlington, VA 22209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 292-5210
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.
On October 13, 2006 (the "Amendment Date"), Access Worldwide Communications,
Inc. (the "Company") amended its 5% Convertible Promissory Note, dated July 15,
2003 (the "Amendment"). The Amendment changed (a) the original maturity date of
the 5% Convertible Promissory Note dated July 15, 2003 ("Convertible Note I")
from October 15, 2006 to October 1, 2009, and (b) the conversion rate from one
(1) share of Company common stock, par value $0.01 (the "Common Stock") per
dollar invested, to two (2) shares of Common Stock per dollar invested. Prior to
the Amendment Date, the Company contacted the Holders of Convertible Note I (the
"Holders") and offered each, the following options: (a) to convert their
Convertible Note I to shares of Company common stock, par value $0.01, as set
forth in Convertible Note I, (b) to receive a payout of principal and any
accrued and unpaid interest as set forth in Convertible Note I, or (c) to
reinvest their Convertible Note I with the Company in return for the additional
consideration set forth in the Amendment. Of the $2.1 million comprising
Convertible I (the "Convertible I Principal"), only $115,000 of the Convertible
I Principal chose to be paid out their principal and accrued but unpaid
interest. The Holders of the remaining Convertible I Principal, which equals
$1.985 million (the "Amended Convertible I Principal") chose to reinvest their
Amended Convertible I Principal in the Company. The sale of the underlying
shares associated with the Amendment 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 amended Convertible I (the "Amended Convertible I") matures the earlier of
(a) October 1, 2009 or (b) a change of control. The holder of the amended notes
may convert all or any part of the principal amount of the Amended Convertible
I, and any accrued and unpaid interest thereon, into shares of Common Stock, at
any time after the Amendment Date and until all principal and accrued interest
thereon is paid in full, at a conversion price equal to $0.50 per share, as
adjusted as provided herein, such that the holder of the Amended Convertible I
shall be entitled to receive upon conversion of all or any part of the Amended
Convertible I, that number of shares equal to the principal outstanding (and any
accrued and unpaid interest thereon) divided by the conversion price.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 First Amendment to the 5% Convertible Promissory Note between
ACCESS WORLDWIDE COMMUNICATIONS, INC., and the 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: October 18, 2006 By /s/ Mark Wright
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General Counsel, Secretary
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