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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2002

OR

For the transition period from                  to                .

Commission file number 0-23489

ACCESS WORLDWIDE

COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

(561) 226-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the Act). Yes  ¨  No  x

As of June 28, 2002, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately $7,305,001.

The number of shares outstanding of the registrant’s common stock, $0.01 pare value, as of April 11, 2003 was 9,740,001.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the Registrant’s Proxy Statement to be filed with respect to the 2003 Annual Meeting of Stockholders and to be filed no later than April 30, 2003. Part IV incorporates by reference portions of previously filed reports.

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PART I

ITEM 1. Business

General

Founded in 1983, Access Worldwide Communications, Inc. (“Access Worldwide,” “we,” “our,” “us” or the “Company” refers to Access Worldwide and/or, as the context requires, one or more of our subsidiaries) is an outsourced marketing services company that provides a variety of sales, education and communication programs to clients in the medical, pharmaceutical, telecommunications, financial services, insurance and consumer products industries. Our teleservices programs are performed at three offices that are located in the Washington, DC and South Florida areas. These locations with their high multicultural populations aid in the recruitment of multilingual employees.

We believe that our ability to provide specialized marketing programs, supported by technological systems, helps to differentiate us in the highly fragmented outsourced marketing services industry.

We have historically operated in two segments, Pharmaceutical Marketing Services and Consumer and Business Services. In the first quarter of 2002, we completed two strategic transactions which resulted in our Phoenix Marketing Group (“Phoenix”) and Cultural Access Group (“CAG”) being sold to Express Scripts, Inc. and Lumina Americas, Inc., respectively.

After these transactions, Access Worldwide became a significantly smaller and more narrowly focused company that continues to provide services in the following two business segments:

•    Pharmaceutical Marketing Services (“Pharmaceutical”), consisting of the AM Medica Communications Group (“AM Medica”) and TMS Professional Markets Group (“TMS”) (pharmaceutical division) that provide outsourced services, including medical education, medical publishing, product detailing, physician and pharmacist profiling, patient education, pharmacy stocking, and clinical trial recruitment to the pharmaceutical and medical industries.

•    Consumer and Business Services (“Consumer”), consisting of the TelAc Teleservices Group (“TelAc”) and TMS (consumer and business-to-business divisions), that provide multilingual consumer and business-to-business telemarketing services including inbound and outbound services to clients in the telecommunications, financial services, insurance and consumer products industries.

In addition to the strategic transactions, we underwent significant management changes in 2002. Michael Dinkins, President and Chief Executive Officer since August 1999, Chairman of the Board of Directors (the “Board”) since March 2000, and a senior officer of the Company since August 1997, resigned from the Board effective March 4, 2002, and as President and Chief Executive Officer effective March 29, 2002.

Shawkat Raslan, a member of the Board since May 1997, assumed the role of Chairman on March 4, 2002 and President and Chief Executive Officer on March 30, 2002. Since June 1983, Mr. Raslan has served as President and Chief Executive Officer of International Resources Holdings, Inc., an asset management and investment advisory service for international clients.

In addition, we announced that Lee Edelstein was named President and Chief Executive Officer of TMS in March 2002. Mr. Edelstein founded TMS and has been a member of the Board since October 1997 and a consultant to the Company since June 1999.

In November 2002, we announced that Katherine Dietzen was elevated to the position of Chief Operating Officer of AM Medica. Ms. Dietzen joined Access Worldwide in 2001 as Senior Vice President of New Business Development. Previously, Ms. Dietzen worked in a number of senior level editorial and account executive positions for a variety of New York-based pharmaceutical marketing companies.

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Pharmaceutical Marketing Services

Our services enable us to help our clients influence physicians, inform pharmacists, involve patients and impact sales by educating audiences on new drug launches, medical devices and procedures, and prescribing indications. Our current services are described below:

Medical Education Programs:

We work with pharmaceutical clients to educate healthcare practitioners about drugs, devices and procedures. In the last 15 years, we have organized a total of more than 1,600 domestic and international medical meetings of various sizes and offered a wide range of pre-program, program and post-program services. Meeting formats include: scientific symposia, interactive workshops, university programs, fellowship programs, investigator/research meetings, satellite programs, roundtables, advisory board meetings and sales training programs. In organizing these meetings, we work with some of the medical industry’s most prominent associations including the American Academy of Family Physicians, American Heart Association and the National Medical Association.

We organize and oversee medical meetings management at various stages, including:

PRE-PROGRAM PLANNING: Scientific committee communication & coordination; Continuing Medical Education (“CME”) accreditation; site selection/inspection; hotel arrangements; air/ground travel planning; food/beverage planning; advance audience generation; pre-congress registration; hiring of local staff; shipping; literature searches; abstract & presentation development; and program development and production.

ON-SITE SERVICES: Overall logistical management; on-site audience generation and publicity; set-up of hospitality suites, slide reviews and meeting rooms; audiovisual equipment and staffing; translation services; delivery and distribution of printed materials; distribution of honoraria; distribution of gifts; consultation at slide review; and production of on-site publications.

POST-PROGRAM SERVICES: Reconciliation of invoices; reimbursement of faculty expenses; management of CME certification; newsletters; monographs; proceedings and highlights; and journal supplements.

Our largest medical education client, Pfizer, Inc., (“Pfizer”), accounted for $13.1 million, or 27.1% of our revenues for the year ended December 31, 2002.

International Meeting Planning Services:

Our staff has planned and managed over 500 international meetings. We have experience with international travel, customs, international protocol and traditions, and translation services. We have worked in a number of overseas sites, including Europe, Latin America, Canada, the Middle & Far East, Africa and Australia.

Medical Publishing:

Well-written and produced publications continue to be effective and worthwhile forms of medical communications. We work with pharmaceutical companies to aid them in their medical publications programs. Our services include: the development of manuscripts; consultation with guest authors; copy editing and proofreading; design, layout and production; and printing. We have worked on a number of formats, ranging from original papers for journal publication to journal supplements to sales training programs, among many others.

We have assisted in the creation of original articles and supplements that have appeared in leading journals such as the American Journal of Cardiology, Journal of the American Association of Physician Assistants and The Consultant Pharmacist.

Editorial Support:

In addition to meeting planning services, we provide editorial support by assigning editors to work closely with program faculty and clients in the planning and execution of program content. Our goals are to develop effective and valuable scientific programs while providing support for faculty in their research and presentation development. We provide a number

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of editorial support services, ranging from literature searches to manuscript development to newsletters and journal supplements.

Medical Audiovisual Programs:

We offer film, slide and video programs that are suited to many kinds of product messages. Clients utilize our audiovisual services to produce slide/lecture programs, videotapes, audiotapes and teleconferences. Upon request, we can provide scripting, casting, animation and pre and post-production services.

Product Detailing:

We contact physicians and pharmacies on behalf of pharmaceutical companies and inform (“detail”) doctors and pharmacists on new medications, prescribing indications and product recalls. Our detailing services target physician prescribing habits and are often used in conjunction with pharmaceutical clients’ existing sales forces.

We have a particular expertise in remote physician coverage and vacant territory management. In our remote physician coverage programs, we contact difficult-to-reach physicians, those that often are located in geographically remote areas or high crime urban centers. Over the phone, our employees deliver a professional product message, provide pharmaceutical sample fulfillment and respond to the needs of physicians.

Through our vacant territory management programs, we offer a cost effective way for pharmaceutical companies to reach physicians in sales territories that do not have sales representatives assigned to them. Through this service, we provide account maintenance, product sampling, product detailing and new product launch services.

Our pharmacy programs reach non-warehousing chain pharmacies, as well as regional chains, hospitals, nursing home providers and independent retail pharmacies. Our comprehensive shipping program can often reach and secure distribution to two-to-four times more pharmacies than traditional wholesaler programs.

Physician & Pharmacist Profiling:

We profile new physician and pharmacist targets by gathering names of key office and nursing personnel, best time and day for sales representatives’ visits, best location to visit the doctor’s office, hospital or clinic, and frequency of specific procedures performed.

Patient Education:

We provide information on behalf of pharmaceutical clients to patients and their families who are enrolled in caregiver support programs. We are also experienced in medical device replacement programs and we have helped refer patients to physicians that are participating in clinical trials.

Pharmacy Stocking:

We provide a stocking service that helps pharmaceutical companies contact pharmacists and place drugs in pharmacies across the United States. Through INSTOCK^SM, we can target the 20,000 independent pharmacies located nationwide. This service addresses what we believe is a need within the industry to reach pharmacists at non-chain locations during the launch phase of new products.

The INSTOCK^SM program begins with pharmaceutical databases of pharmacists that are updated daily. Using this contact information, appropriately trained employees call independent pharmacists to present and explain a client’s new product, new indication, or product line extension. Incentives for immediately stocking the product are communicated to the pharmacists and any orders are taken. These orders are processed through the pharmacy’s regional wholesaler. The stocking incentives consist mainly of cash rebates. Through relationships with wholesale distribution centers in various states in the United States, we have the ability to confirm that orders are fulfilled within 15 to 20 business days.

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Clinical Trial Recruitment:

We assist pharmaceutical companies in recruiting prospective patients for clinical trials of new drugs. Our direct experience with recruitment screening has included several studies for disease states including, among others, lung cancer and Parkinson’s disease. Our management team has additional experience in the clinical arena that includes trials for arthritis, genital herpes, breast cancer, diabetes, bi-polar disorder, influenza and emphysema. Depending on client needs, we can provide a variety of seamless recruitment services or execute one or more facets of a clinical trial campaign, including script preparation, physician referrals, site support and database management.

Prior Sample Fulfillment Services:

Prior to our sale of Phoenix in February 2002 to Express Scripts, Inc. for $33.0 million in cash, plus the assumption of certain liabilities, our services included the annual shipping of millions of drug and literature samples from our sample fulfillment centers in New Jersey. From those sampling centers, we distributed drugs and product literature by mail to medical personnel on behalf of pharmaceutical companies.

Consumer and Business Services

We provide multilingual business-to-consumer and business-to-business marketing programs from three communication centers. We reach the foreign language markets in the United States with multilingual teleservices conducted by hundreds of bi-lingual customer service and telesales professionals. With mutilingual software, translated into 15 languages, we are able to access up to 50,000 multilingual households daily. Our multicultural and multilingual staff can execute consumer services programs in a variety of languages, including Korean, Mandarin, Spanish and Vietnamese. The bulk of our programs are comprised of customer services to retain existing clients’ customers, win-back programs to reestablish relationships with clients’ former customers and acquisition campaigns to attract prospective new customers. We have successfully implemented inbound, outbound and blended applications, and have experience serving a multitude of markets that include: banking, insurance, credit card, retail, entertainment, telecommunications, healthcare, pharmaceutical and public utilities.

Inbound Services

Customer Service:

Our teleservice agents answer incoming telephone calls on behalf of our clients. As part of the call processing, agents answer questions, resolve issues and dispense general information, as required. The bulk of our work falls into this category with the objective being to improve the level of service between our clients and their customers.

1^st Tier Technical Support:

We answer inquiries from callers that need assistance with either software or hardware issues. Our agents utilize a knowledge base to identify the caller’s specific problem, open a trouble ticket and either resolve the issue or transfer the call to second tier support.

Order Processing:

We work with our clients’ advertising or direct mail campaigns and offer order processing services. Our agents assist callers with making their selection and present additional related products for their consideration. All order information including the caller’s name, mailing and billing addresses and type of payment are collected and delivered electronically to the client.

Third Party Verification:

In order to speed order processing, we offer third party verification programs. With this service, our agents either accept calls or place calls to verify order information on behalf of our clients. Order verification helps to ensure the quality of the order prior to billing and/or shipping.

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Dealer Locators:

Many times consumers are interested in a new service or product; however, they need assistance in locating a neighborhood store that offers the product(s). We help these potential customers by accepting their incoming calls and dispensing information about the closest store or dealer location. This information is determined by the caller’s zip code or city, using a database provide by the client.

Coupon/Product Samples:

In some marketing campaigns, coupons or product samples are available to potential customers. We answer calls and process requests for these promotional items. The agents collect the caller’s name, address and general demographic information. The data is sent electronically to the client for fulfillment.

Product Recalls:

At times, clients utilize our communication centers for product recalls. In these instances, agents either accept or place calls to consumers. Our agents dispense important information and collect caller information as required by the client. These programs must be operational quickly and we complete the training of agents on an accelerated schedule.

Outbound Services

Customer Acquisition:

One of our most popular outbound programs is customer acquisition. Our agents place calls to prospects on behalf of our clients. The agents are trained to sell each prospect on the benefits of a product and/or service. The sales information is collected and electronically delivered to our clients.

Customer Retention:

In retention programs, agents place calls to existing customers on behalf of our clients. The customer databases are provided by our clients. During the calls, the agents are trained to up-sell and cross-sell additional products to generate sales and improve overall customer loyalty.

Product Awareness:

With this service, our agents contact existing customers on behalf of our clients to inform or educate them on products or services that are being offered by our clients. This program is often conducted in conjunction with a client’s product or service launch.

Win-Back Campaigns:

One of our more difficult services is win-back campaigns. In these programs, agents are faced with the challenge of contacting customers that no longer do business with our client. Our agents are trained to sell the customer on the value of returning to our client.

Market Research/Surveys:

Through market research, our agents place calls to consumers on behalf of our clients. The agents collect information from each caller based on a predetermined set of survey questions. Answers to all questions are sent back to our client in a pre-determined format. Clients often utilize this program when considering the introduction of a new service.

Lead Generation:

We often act as a conduit to our clients’ sales departments. In lead generation programs, our agents place calls to prospects on behalf of our clients. The agents deliver a sales pitch and either generate a lead or set an appointment for our client to follow-up.

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Membership Drives:

Our agents contact individuals of an organization to provide informational updates and/or encourage participation in various programs within the organization.

Preferred Customer Offers:

We place calls to our clients’ existing customers. Our agents dispense important service related information and/or sell the individual on signing up for new or additional services.

Our largest teleservices clients were Sprint Corporation (“Sprint”) and SBC Communications Group, (“SBC”), which accounted for $14.2 million or 29.3%, and $6.9 million or 14.3%, respectively of our revenues for the year ended December 31, 2002.

Prior Segment

Prior to the sale of CAG to Lumina Americas, Inc. on January 31, 2002 for $1.2 million in cash, plus the assumption of certain liabilities, we provided in-language, in-culture market research and consulting services to companies in a variety of industries.

Technology and Infrastructure

We have a technology infrastructure that includes an Intranet platform and a Java Enabled Scripting System (“JESS”). The system has four key functions: 1) sales support and data entry of Internet orders, 2) full computer telephony integration functionality, 3) data systems and support, and 4) HTML and database updates.

Our technology platforms are based on an open design employing a multi-tiered client/server architecture. This platform ensures the optimal technology for future expansion and connectivity to external vendors/partners. Our systems deliver the performance, scalability and flexibility required by today’s communication centers. Our open platform architecture allows us to support the integration of systems whether they are internal or external in nature.

Our current platform includes the following key items:

We feature the same equipment, systems and technology at all of our communication centers. This set-up allows for a strong disaster recovery design. Data backups are located off-site at secure locations to allow for true off-site recovery. Key systems feature battery and/or generator power redundancy to allow for extended runtimes during power outages. In addition, our Maryland center is located in the same building as the Federal Emergency Management Agency. As a result, we benefit from electrical service from two redundant power grids flowing into the building. Our overall system uptime exceeds 99.5%, excluding customers’ networks and issues.

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We have developed middleware that supports multilingual scripting and unlimited script branching to handle complex call scripting. This system is called Java Enabled Scripting System. The open environment is scripted using industry standard JavaScript and HTML. All call scripting is dynamic and can be quickly modified on the fly to ensure that all teleservices representatives always have the most accurate information available.

The ACD switch technology allows a center to handle inbound calls with a great deal of flexibility with respect to staffing or complexity of calls. The equipment also expands the scope of services to include larger and more complex sales campaigns. The ACD with the “Personal Greeting” feature allows one-to-one communicators to greet each caller with exactly the same message in the correct language. The ACD also provides daily reporting of calls by the half-hour and ability to track the marketing source to which the caller is responding.

Our Intranet technology platform delivers multilingual scripting (character and non-character based). Secured and parallel Internet connectivity at individual workstations enables Web access, when appropriate.

Industry Overview

The outsourced marketing services industry has grown in recent years and now includes a variety of companies offering a wide range of communication services. Marketing companies now include large advertising agencies, international and regional communication centers, boutique firms and multi-billion dollar national consulting conglomerates.

Pharmaceutical Marketing & Medical Education Industry

The health of the pharmaceutical marketing and medical education industry is driven by the well-being of pharmaceutical drug manufacturers. These companies are continually impacted by developments in science and technology, government regulation, the Food & Drug Administration (“FDA”), and organizational changes, most notably, significant multi-billion dollar mergers between leading manufacturers.

There are significant financial stakes in play when marketing a pharmaceutical product given the hefty price tag associated with the development of medication. According to Contemporary Review Magazine, the estimated total cost for bringing a pharmaceutical product to market from discovery to actual launch is $500 million.

The FDA has a significant impact on the pharmaceutical marketing and medical education industry given the FDA’s authority to approve medications for the public. The approval time for all new drugs dropped by more than 2.5 years from 1984-2001, according to analysis conducted by the Tufts Center for the Study of Drug Development, an independent source of information on the efficiency and productivity of the drug industry. This shortened average time period bodes well for the pharmaceutical industry and marketing vendors since it enables companies to begin marketing a product, in some cases, years earlier than prior drugs.

Both the industry and manufacturers are also influenced by the growing role of patients in the selection of their medications. More people are walking into their doctors’ offices requesting a specific drug driven by information they gathered from Direct-to-Consumer advertising, such as television commercials or magazine advertisements. As a result, more marketing programs directed to consumers are being developed.

As a result of the significant monetary investments, pharmaceutical companies spend substantial sums annually supporting their products with marketing and sales efforts that can include peer-to-peer meetings, symposia, third-party events and teleconferences. Pharmaceutical companies have relied for many years on third-party providers of promotional, marketing and educational conferencing services.

These expenditures reflect the trend of pharmaceutical companies to turn to third party marketing and communications organizations to provide integrated services, such as medical education, multilingual communications and pharmaceutical marketing. These integrated services offer a consistent presence, which can maximize the effectiveness of each client’s message, and better coordinate marketing activities.

At the same time, providers of promotional, marketing and educational services to such companies have broadened their means of communicating with target audiences from traditional mass communications to product detailing, peer-to-peer meetings, telecommunications, and various other forms of marketing, education and sales solutions.

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Consumer & Business Services Industry

As in the pharmaceutical marketing and medical education arena, the consumer and business services industry is large and has been impacted by government regulation and trade association guidelines.

Based on data from the Direct Marketing Association (“DMA”), a trade association for users and suppliers in the direct, database and interactive marketing fields, U.S. sales revenue attributable to direct marketing reached $1.7 trillion in 2000 and is expected to grow by 9.6% annually, reaching $2.7 trillion by 2005.

With such significant sales projected in the future, it is not surprising that the number of teleservices companies that offer consumer and business services over the telephone has grown. The teleservices industry is extremely fragmented with hundreds of companies offering some form of call center management, customer service, consulting, lead generation, fulfillment or database management services. Though we compete with firms that have overseas call centers that offer multiple languages, it has been the experience of the sales team that clients seeking multicultural services commonly have a preference for centers based in the United States that use multicultural residents to provide multilingual teleservices.

With the growth of the industry has come the proposal and passage of new teleservices legislation, in particular, a national do-not-call list and the regulation of predictive dialers by the Federal Trade Commission (“FTC”). The national do-not-call list will enable consumers to add their telephone number to a national registry of people who have indicated that they are not interested in receiving telephone solicitations. Telemarketers will be required to access the registry every quarter and may be fined $11,000 per violation. However, teleservices providers are allowed to contact consumers with whom they have an established business relationship for up to 18 months after the consumer’s last purchase, delivery or payment, even if the consumer’s telephone number is on the national do-not-call registry.

In addition, the FTC has introduced regulations that oversee the use of predictive dialers, which is computerized dialing equipment that increases the number of calls that can be generated and completed from a communication center. This technology can sometimes generate unanswered or abandoned calls. The FTC requires that no more than three percent of calls that are answered by a person are abandoned, measured per day, per calling campaign, and that the consumer’s phone must ring a minimum of 15 seconds (approximately 4 rings) before hang up.

In addition, the teleservices industry has been impacted by the rising percentages of multilingual and multicultural markets in the U.S. This growth has created an increasing recognition among providers of goods and services of the fundamental need to “speak the language” of the customer as a means of effectively presenting a product and improving customer retention rates.

In positioning the Company with current or prospective teleservices clients, we stress six perceived benefits. By working with Access Worldwide, companies can have a more efficient utilization of their existing in-house resources; access to technology without capital expenditures; access to a large pool of in-language agents; elimination of the need to hire and train additional staff; a possible increase in the speed of execution for new products and/or services; and the expansion of existing capacity.

We believe there are significant barriers to becoming an outsourced marketing services company with national capabilities in industries governed by state and federal regulations. Some of these barriers include the development of a broad range of marketing knowledge and expertise, the infrastructure and experience necessary to serve the demands of clients, the ability to simultaneously manage complex marketing programs in multiple jurisdictions, the development and maintenance of the necessary information technology systems, and the establishment of solid working relationships with clients. We believe that we have the foregoing capabilities. However, as a result of, among other things, the risks described below, we cannot assure you that we will be able to maintain these capabilities or otherwise be able to successfully compete for clients.

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Company Business Strategy and Recent Events

Business Strategy:

Our business strategy is designed to operate and grow the business on a cost-effective basis while positioning the Company to benefit from the continuing trend toward outsourcing. With the ultimate goal to increase shareholder value and client satisfaction, our business strategy includes the following aspects:

EXPLOIT NICHE MARKET OPPORTUNITIES

In each industry that we pursue, our goal is to build and maintain a leading position as a specialized outsourced marketing services provider. We are focused on outsourced marketing efforts in the healthcare and multicultural markets, among others. Through our experience and technology systems, we have demonstrated effectiveness in communicating our clients’ products and services to complex and hard-to-reach markets, including physicians, pharmacists, patients and multilingual customers.

DRIVE INTERNAL GROWTH

We continue to grow internally by further penetrating existing client relationships, acquiring new client relationships, and introducing new service offerings. We have a long history of achieving high levels of client satisfaction and have significantly expanded client relationships as a result of demonstrated performance.

MAINTAIN TECHNOLOGICAL LEADERSHIP

We will continue to invest in proprietary systems and technologies that will provide us with competitive advantages. Our technology strategy is driven by our objective to maximize reliability, integration and flexibility. With this goal in mind, the Company announced a leadership change in April 2002 among the existing Information Technology departments. Ted Jordan was elevated to the position of Senior Vice President, IT, assuming responsibility for all of Access Worldwide’s technology. Previously, Mr. Jordan was Executive Vice President, IT/IS for our TelAc division.

EXPAND SERVICE OFFERINGS, AND SALES AND MARKETING EFFORTS

In the previous year, Access Worldwide had recruited senior-level executives to the sales and marketing departments. Management believes that it must increase Access Worldwide’s sales and marketing efforts to fully realize the Company’s market potential. In addition to staffing increases, we have developed new services as a means of winning new business and attracting industry visibility. Most recently, in October 2002, we unveiled Thought Leader IVR^SM, a teleconference program that allows pharmaceutical companies to reach healthcare providers over the telephone with educational programs. We are committed to exploring and developing new and expanded business development opportunities.

Recent Events:

On April 1, 2003, we notified the Bank Group of our inability to make a mandatory payment required to reduce our outstanding debt to the $5.7 million limit which became effective April 1, 2003 and, therefore, resulted in an event of default pursuant to the terms of the Credit Facility. On April 3, 2003, we received a letter from the Bank Group which allows us to continue to use cash proceeds generated in the ordinary course of business to fund working capital and operations and changes the interest rate to a default rate of prime plus 5% on the outstanding balance of the Credit Facility.

We can provide no assurance that the Bank Group will continue to provide such proceeds. Also, we have been actively taking steps to renegotiate or refinance the Credit Facility with the Bank Group or other lenders. However, we cannot assure you that we will be able to obtain any such negotiated terms or refinancing that are acceptable to the Company or at all. The Credit Facility is due on July 1, 2003.

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Patents, Trademarks, Service Marks & Licenses

Our service marks relate to the names, “Access Worldwide” and “Access Worldwide Communications, Inc.” and to our logo. The name, “Access Worldwide Communications, Inc.” and our logo received Certificates of Registration from the U.S. Patent and Trademark Office in 2001.

Our application for the name, “Access Worldwide,” is currently pending with the U.S. Patent and Trademark Office. In June 2001, legal counsel for World Access, Inc. requested an extension of time to oppose our application. Currently, our legal counsel is reviewing the matter with World Access representatives. If we were to lose the right to use the name “Access Worldwide” in our business, it could have a material, adverse effect on the Company.

Government Regulations

Several industries in which our clients operate are subject to varying degrees of government regulation, particularly the pharmaceutical, healthcare and telecommunications industries. Generally, compliance with these regulations is the responsibility of our clients. However, we could be subject to a variety of enforcement or private actions for our failure or the failure of our clients to comply with such regulations.

Pharmaceutical Regulations:

Pharmaceutical companies are subject to significant federal and state regulations. Currently, the Food, Drug and Cosmetics Act provides regulations for the approval, labeling, advertising, promotion, sale and distribution of drugs. There is no assurance that additional federal and/or state legislation regulating promotional and/or educational activities involving prescription drugs will not be enacted. New legislation and/or regulations could possibly limit the scope of our services.

In addition, pharmaceutical and marketing companies must comply with professional association and industry guidelines that were established to prevent conflicts of interest. Specifically, these guidelines apply to distribution of gifts, payments and reimbursements to physicians and other allied healthcare professionals. Any changes to the current guidelines could adversely affect our businesses.

Telecommunications Regulations

Our communication centers must comply with a variety of regulations as well. The Federal Communications Commission (“FCC”) rules under the Federal Telephone Consumer Act of 1991, which limits the hours which telemarketers may call consumers and prohibits the use of automated telephone dialing equipment to call certain telephone numbers.

The Federal Telemarketing and Consumer Fraud and Abuse Protection Act of 1994 (“TCFAPA”) broadly authorizes the FTC to issue regulations prohibiting misrepresentation in telephone sales. In 1995, the FTC issued regulations under the TCFAPA, which, among other things, require telemarketers to make certain disclosures when soliciting sales.

We believe our operating procedures comply with the telephone solicitation rules of the FCC and FTC. However, we cannot assure you that additional federal or state legislation, or changes in regulatory implementation, would not limit the activities of the Company or our clients in the future or significantly increase the cost of regulatory compliance.

One of the significant regulations of the FCC applicable to long distance carriers prohibits the unauthorized switching of subscribers’ long distance carriers, known in the industry as “slamming.” A fine of up to $100,000 may be imposed by the FCC for each instance of slamming. In order to prevent these unauthorized switches, federal law requires that switches authorized over the telephone, such as through our teleservices, be verified contemporaneously by a third party. Third party verification generally is not required for switches obtained in person, such as those obtained by members of a direct field sales force. Our training and other procedures are designed to prevent unauthorized switching. However, we cannot assure you that each employee will always follow our mandated procedures and applicable law. Accordingly, it is possible that employees in some instances engage in unauthorized activities, including slamming.

We investigate consumer complaints reported to our telecommunications clients and report the results to such clients. To our knowledge, no FCC complaint has been brought against any of our clients as a result of our services, although we believe that the FCC generally examines the sales activities of long distance telecommunications providers, including our clients, and the activities of outside vendors, such as the Company, used by such providers. If any complaints were brought against a client of ours, that client might assert that such complaints constituted a breach of its agreement with us and, if material, seek to terminate the contract. Any termination by Sprint, our largest teleservices client, would likely have an adverse material effect on the Company.

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The FTC has amended the Telemarketing Sales Rule (“TSR”) and made changes to the regulation of predictive dialers, which is computerized dialing equipment that significantly increases the number of calls that can be generated and completed from a communication center. This technology can sometimes generate unanswered or abandoned calls. The FTC requires that no more than three percent of calls that are answered by a person are abandoned, measured per day per calling campaign, and that the consumer’s phone must ring a minimum of 15 seconds (approximately 4 rings) before hang up. This revision went into effect on March 31, 2003.

The FTC has also amended the TSR to require telemarketers to play an identification message to each abandoned call. Initially the FTC had proposed a compliance date of March 31, 2003 for this requirement; however, the agency has deferred the effective date to October 1, 2003.

At the state level, teleservices providers must comply with do-not-call lists that exist in more than 20 states. A number of additional states are in the process of creating their own lists. Penalties for calling numbers on do-not-call lists can range from $500 to $25,000 per violation. In addition to the state lists, the DMA established a national do-not-call registry in 1985 that teleservices vendors are able to access. Currently, the FTC is creating a national do-not-call registry that will be overseen by the government agency under the amended TSR. Beginning in July 2003, consumers will be able to add their telephone number to a national registry by calling a toll-free number or visiting the Internet. Consumers will remain on the list for five years before having to renew. In September 2003, telemarketers will have access to the registry and will be required to check the list every three months. Marketers may be fined $11,000 per violation. However, teleservices providers are allowed to contact consumers with whom they have an established business relationship for up to 18 months after the consumer’s last purchase, delivery or payment, even if the consumer’s telephone number is on the national do-not-call registry. The FTC is expected to enforce the registry provisions beginning in October 2003.

Competition

The outsourced marketing services industry in which we operate is very competitive and highly fragmented. We compete with other outsourced marketing services companies, ranging in size from very small companies offering specialized applications or short-term projects to large independent companies. While many companies provide outsourced marketing services, we believe that there is no single company that dominates the entire industry. Particularly in view of our downsizing, a significant number of our competitors and potential competitors have more extensive marketing capabilities, more extensive experience and greater financial resources than the Company. Consolidation among prospective clients also increases competition for buyers for our services. There can be no assurance that we will be able to compete successfully or that competitive pressures will not materially and adversely affect the Company.

Pharmaceutical Markets and Medical Education Competitors:

In the pharmaceutical and medical education industries, we have many competitors, including but not limited to pharmaceutical in-house agencies, divisions of worldwide and domestic healthcare advertising agencies and a number of boutique agencies.

Competition may intensify as drug companies continue to consolidate and global agencies offer package buys of a wide range of promotional and educational services.

Communication Center Competitors:

The teleservices industry is extremely fragmented with many companies offering some form of communication center management, customer service, consulting, lead generation, fulfillment or database management services. Teleservices vendors may be selected based on a number of factors including price, range of services, expertise, speed to program execution and industry reputation, among others. We compete with large teleservices companies, such as APAC Customer Services, Convergys Corporation, ICT Group, Inc., SITEL Corporation, TeleTech Holdings, Inc., and West Corp. that have significantly greater financial resources and more centers, as well as smaller, independent companies that have a niche in the multicultural or pharmaceutical marketing industries.

In addition, some clients use more than one teleservices firm at a time and reallocate work among the various providers. This creates a project-by-project comparison of the performance of the various vendors in order to win new programs.

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Our direct marketing services business is also subject to competition from more technologically sophisticated companies than Access Worldwide, and management anticipates that such competition will intensify in the future. There can be no assurance that competitors will not introduce products or services that would achieve greater market acceptance or would be technologically superior to our products or services.

Furthermore, we believe that the growth in the telephone marketing industry, expected to reach $373.3 billion by 2005, according to the DMA, may attract new competitors to the industry. New companies may have greater resources than we do and could intensify the competition in the industry.

We also compete with companies that have overseas communication centers that offer multiple languages and lower cost of labor. Increasingly, companies have begun to utilize centers located in countries where the language in question is spoken to call consumers in the United States that speak that language. In addition, due to lower cost of labor, potential clients of ours are utilizing communication centers in countries such as Canada and India to reach U.S. consumers in English. These trends, if they continue, could materially, adversely affect our financial condition and results of operations.

Despite these developments with overseas competitors, our multilingual capabilities help to differentiate our services from competitors that offer English-only programs. The ability for clients to communicate with prospects or customers in their native language has proven to deliver higher rates of retention; an increase in sales revenues; a higher level of understanding of program specifics and benefits; and greater customer compliance. We believe that our ability to conduct programs in multiple languages is one of our key sales points and the reason that we have successfully attracted expanded programs and new clients.

As in the medical education arena, we must also compete against our clients, to the extent they make the decision to perform their telemarketing in-house. Several of our clients, potential clients and competitors have significant internal marketing staff and communication centers that are superior to our resources.

In addition, the effectiveness of marketing by telephone and other direct methods could decrease as a result of consumer saturation and increased consumer resistance to such marketing methods. There can be no assurance that we will be able to anticipate and successfully respond in a timely manner to any such decrease.

Forward-Looking Statements

From time to time, including in this report, we may publish forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Those statements represent our current expectations, beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. Such forward-looking statements include, among others,

Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited, to the following:

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Certain Factors that May Affect Future Operating Results

In addition to other information set forth in this report, readers should carefully consider the following risk factors in evaluating Access Worldwide and our business.

Ability to continue as a going concern.