Attachment 20170112165822-513.p

20170112165822-513.p

SUPPLEMENT

Supplement

1998-09-17

This document pretains to ITC-T/C-19980917-00672 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998091700672_1395833

Categories of Services for 214 Applications (Streamline/Non—streamline) fve. ya — oo m oo C795 ASSIGNMENT OF LICENSE & GLOBAL FACILITIES—BASED SERVICE a o. GLOBAL FACILITIES—BASED/GLOBAL RESALE SERVICE GLOBAL RESALE SERVICE _3 o_ s INDIVIDUAL FACILITIES—BASED SERVICE INTERCONNECTED PRIVATE LINE RESALE SERVICE LIMITED GLOBAL FACILITIES—BASED SERVICE/LIMITED H. GLOBAL RESALE SERVICE LIMITED GLOBAL FACILITIES—BASED SERVICHE DDXDDDB LIMITED GLOBAL RESALE SERVICE INMARSAT AND MOBILE SATELLITE SERVICE SWITCHED RESALE SERVICE TRANSFER OF CONTROL SUBMARINE CABLE LANDING LICENSE INTERNATIONAL SPECIAL PROJECT Description of Application:

FCC/mELLON SEP 17 1998 SWIDLER BERLIN SHEREFF FRIEDMAN, LLP WASHINGTON OFFICE NEW YORK OFFICE 3000 K STREET, NW, SurrE 300 919 THIRD AVENUE ]\YASHINGTO(I;,OZD)izl‘iOOT-S 116 NEW YORK, NY 10022—9998 ELEPHONE —7500 TELEPHONE (212) 758—9500 FACSIMILE (202) 424—7647 September 16, 1998 FACSIMILE (212) 758—9526 * VIA FEDERAL EXPRESS Federal Communications Commission Streamlined ITC—T/C—19980917—00672 i l Bureau Telecommunicfcati Internationa (v1S! on ations Divisi NA C OMMUNICATION S, INC. NACT TELEC P.O. Box 358115 4 Pittsburgh, PA 15251—5115 —C— Re: Application for Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control nunc pro tunc of International Authorization Dear Sir or Madam: On behalf of NACT Telecommunications, Inc. ("Applicant"), enclosed for filing are an original and six (6) copies of the above—referenced application. Applicant respectfully requests expedited treatment of this application. ® As required by the Commission‘s Rules, a check in the amount of $780.00 is enclosed to cover the filing fee. Please date—stamp the enclosed extra copy of this application and return it in the self—addressed, postage paid envelope provided. Should you have any questions concerning this application, please do not hesitate to contact us. Respectfully submitted, JAAL Y¥ C ine Wang Je bbons Counsel for NACT Telecommunications, Inc. Enclosures go: Troy Tanner (FCC) Joanna Lowry (FCC) Walter S. Saguibo Mark A. Gergel 251210.1 COPY

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of ) ) NACT TELECOMMUNICATIONS, INC. ) ) File No. I—T—C—97—167 Application for Authority ) + /’I"C, — 199g041 72 OO (o‘G.J. Pursuant to Section 214 of the Communications ) Act, as amended, to Transfer Control of NACT ) Telecommunications, Inc. ) ) APPLICATION NACT Telecommunications, Inc. ("NACT"), by its undersigned counsel, hereby requests authority pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1982), and Section 63.18 of the Commission‘s Rules, 47 C.F.R. § 63.18 (1996), to transfer control of NACT and its Section 214 authorization in connection with the sale of NACT stock by NACT‘s majority shareholder, GST Telecommunications, Inc. ("GST") to World o Access, Inc. ("WAI"). Because the sale of GST‘s stock was consummated on February 27, 1998, NACT herein respectfully requests that authority be granted nunc pro tunc." U The Parties also seek herein special temporary authority ("STA") for this transfer as may be necessary while this regular application is pending. NACT‘s international operations are relatively small compared to NACT‘s non—carrier operations. Accordingly, the Parties inadvertently did not file for Commission approval prior to completing the transaction. NACT will make every effort to make timely filings in the future, and regrets any inconvenience caused to Commission staff.

1. THE PARTIES A. NACT TELECOMMUNICATIONS, INC. NACT is a publicly held Delaware corporation engaged in diversified telecommunications ‘activities, including the manufacture of telecommunications switching equipment. NACT also provides certain international telecommunications services pursuant to Commission authority granted under Section 214 of the Communications Act on June 2, 1997. Prior to the Transaction described below, GST owned the majority of NACT‘s outstanding stock (approximately 63 %) and WAI owned a minority (less than 5%) of NACT stock. B. WORLD ACCESS, INC. WAI is a publicly held Delaware corporation whose principal business is the manufacture of telecbmmunications switching products. WAI is not itself a common carrier and does not hold Commission authority. WAI‘s ownership is described on page 5 herein. As described herein, WAI is legally, financially and managerially qualified to acquire ownership control of NACT. II. DESCRIPTION OF THE TRANSACTION This application seeks authority nunc pro tunc for a transfer of control effected by a sale of NACT stock from GST and its subsidiary, GST USA, Inc., to WAI on February 27, 1998. WAI paid $17.50 per share for the NACT stock, with $59.6 million to be paid in cash and $12.2 million in WAI common stock. WAI also has an option to buy the remaining shares of NACT *(...continued) will make every effort to make timely filings in the future, and regrets any inconvenience caused to Commission staff. — 3:

stock held by GST. As a result of this Transaction, GST and GST USA no longer hold any interest in NACT, and WAI now holds a controlling 68 % interest in NACT. Following this Transaction, NACT will operate as a subsidiary company of WAI. The stock transfer will not affect NACT‘s operations, and NACT will continue to provide high—quality, affordable telecommunications services to the public consistent with the authorizations it has received from the Commission. The Transaction did not effect any change in the nameof, or services provided by, any certificated entity. As such, this Transaction has not and will not in any way disrupt service, nor will it cause inconvenience or confusion to customers. Indeed, the Transaction will be completely transparent to customers in termsof the services they will receive. III. PUBLIC INTEREST CONSIDERATIONS The Transaction will serve the public interest in promoting competition among telecommunications carriers. The Transaction will provide NACT with the opportunity to strengthen its competitive position with greater financial resources that allow for greater flexibility to improve and expand its business. Furthermore, the Transaction will benefit consumers by increasing the breadth and scope of telecommunications services made available through the planned expansion of NACT‘s operations and international network. Greater access to capital enhances NACT‘s ability to bring competitive services to consumers in the U.S. international telecommunications market. Because NACT is a small, nondominant, international carrier, the transaction will not lessen competition, and will raise no antitrust concerns.

IV. INFORMATION REQUIRED UNDER SECTION 63.18 As required by Section 63.18 of the Commission‘s Rules, NACT submits the following information: (a) Name, address and telephone number of the applicant: NACT Telecommunications, Inc. 191 West 5200 North Provo, UT 84604 Telephone: 801—802—3000 Facsimile: 801—802—2005 Name, address and telephone number of the transferee: World Access, Inc. 945 East Paces Ferry Road Suite 2240 Atlanta, GA 30326 Telephone: 404—231—2025 Facsimile: 404—262—2598 (b) NACT is a publicly held corporation organized under the laws of the State of Delaware. World Access is a publicly held corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this application should be sent to: Catherine Wang Jean Gibbons Swidler Berlin Shereff Friedman, LLP 3000 K St., NW. Suite 300 Washington, DC 20007—5116 Telephone: 202—424—7500 Facsimile: 202—424—7645

with copies to: Walter S. Saguibo Assistant Controller NACT Telecommunications, Inc. 191 West 5200 North Provo, UT 84604 Telephone: 801—802—3000 Facsimile: 801—802—2005 and Mark A. Gergel Executive Vice President & Chief Financia. fficer World Access, Inc. 945 East Paces Ferry Road Suite 2240 Atlanta, GA 30326 Telephone: 404—231—2025 Facsimile: 404—262—2598 (d) Applicant holds authority to operate as a nondomina: nternational facilities—based and resale carrier with global authority pursu t to Section 214 of the Communications Act of 1934, as amended, ar the Commission‘s Rules. Specifically, Applicant holds the following certific; mn: NACT Telecommunications, Inc., FCC File] ITC—97—167 (effective June 2, 1997), Public Notice Report No. I—8241 1. May 8, 1997) (authority to operate as a nondominant international fac ties—based and resale carrier with global authority) as amended, filing d:; 1 Apr. 15, 1997 (providing additional information regarding NACT lack of foreign carrier affiliation). WAI holds no authorizations from the Commission. (e)(5) This application seeks Commission consent to the transfer of control of NACT‘s authorization listed above in paragraph (d). The authorization sought in this application will approve a transfer of control whereby NACT will become controlled by World Access, Inc. NACT will continue to provide the services it currently is authorized to provide in compliance with the Commission‘s rules and the terms of its authorization. _ (£) Not applicable.

(g) Not applicable. (h) Applicant certifies that, under Section 63.18(h)(1)(i) of the Commission‘s Rules, 47 C.F.R. § 63.18(h)(1)(i), neither NACT nor its new majority owner, WALI, is affiliated with any foreign carriers or U.S. carriers whose facilities—based services NACT prof :o resell. After the T: tion, the follo" ig entity holds a ten percent (10%) or greater ownership i t in NACT: Name/Addr Citizenship % Principal Business World Acce . U.S.. 68% Telecommunications 945 East Pa »rry Road Suite 2240 Atlanta, GA .6 Telephone: 1—231—2025 Facsimile: 1—262—2598 . No single & or person hok 2 ten percent (10%) or greater ownership or managemen ‘est in World A ess, Inc. Information ding the interlc ing directorates of NACT (post—Transaction) is attached he1 ; Attachment A ‘ this application. (0) As required ction 63.18 (i) \ he Commission‘s Rules, 47 C.F.R. § 63.18(i), NACT and l Access certify iat they have not agreed to accept nor will they accept in tt ire any specia oncessions, as defined by the Commission‘s Rules, direc indirectly from y foreign carrier or administration with respect to traffic or ue flows betw 1 the U.S. and any foreign country for which NACT may thorized to ser except such concessions as may be permitted under the F. : Participation ‘der.* 0) NACT and World Access are not subject to a denial of Federal benefits pursuant toSection 5301 of the Anti—Drug Abuse Act of 1988. NACT‘s and World Access‘ certifications pursuant to Section 1.2002 of the Commission‘s Rules (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301) are attached. ¥ Foreign Participation in the U.S. Telecommunications market, IB Docket No. 96—111, Report and Order, FCC 97—298 (rel. Nov. 26, 1997) ("Foreign Participation Order"). —~6—

¥. CONCLUSION For the reasons stated above, NACT Telecommunications respectfully submits that the public interest, convenience, and necessity would be furthered by a grant of this application for consent to the transfer of control of Applicant‘s Section 214 authorization. Respectfully submitted, NACT Telecommunications, Inc. By: \@O,LUOOMC therine Wakg @n Gibb(%}] Swidler Berlin Shereff Friedman, LLP 3000 K St., N.W., Suite 300 Washington, DC 20007—5116 202—424—7500 Its Counsel Dated: September 16, 1998 250443.1

CERTIFICATION OF APPLICANT On behalf of NACT Telecommunications, Inc. and in accordance with Section 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003, I hereby certify that no _ party to this application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853a. I also hereby certify that the statements in the foregoing application for Section 214 authority are true, complete, and correct to the best of my knowledge and are made in good faith. NACT Telecommunications, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission‘s Rules, and has not agreed to enter into such agreements in the future, except such concessions as may be permitted under the Foreign Participation Order. NACT Telecommunications, Inc. o udk i W Walter S. Saguibo Assistant Controller September %, 1998

CERTIFICATION OF TRANSFEREE On behalf of World Access, Inc. and in accordance with Section 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003, I hereby certify that no party to ~ this application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853a. I also hereby certify that the statements in the foregoing application for Section 214 authority are true, complete, and correct to the best of my knowledge and are made in good faith. World Access, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission‘s Rules, and has not agreed to enter into such agreements in the future, except such concessions as may be permitted under the Foreign Participation Order. World Access, Inc. By: m‘q@é@@g §2 Mark A. Gergel Executive Vice President and Chief Financial Officer September _‘i, 1998

ATTACHMENT A Response to § 63.18(h)(2) NACT Telecommunications, Inc. —— Interlocking Director/Officer Positions (Post—Transaction) NACT Directors Other Positions Held Mark A. Gergel Executive Vice President and Chief Financial Officer, World Access, Inc. Steven A. Odom Chairman of the Board and CEO, World Access, Inc. Hensley E. West Director, World Access, Inc. 250443.1


Document Created: 2019-04-22 04:06:14
Document Modified: 2019-04-22 04:06:14
© 2025 FCC.report
This site is not affiliated with or endorsed by the FCC