SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 19, 1999
SMARTALK TELESERVICES, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-21579 95-4502740
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5080 TUTTLE CROSSING BOULEVARD
DUBLIN, OHIO 43016-3566
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (614) 789-8500
No Change
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 19, 1999, SmarTalk TeleServices, Inc. (the
"Company") entered into a definitive agreement (the "Asset Purchase Agreement")
to sell substantially all its assets (the "Assets") to AT&T Corp. ("AT&T") for
up to $192.5 million, subject to downward adjustment at closing. The Asset
Purchase Agreement is filed as Exhibit 2.1 hereto.
The consideration to be paid for the Assets was determined
upon arms-length negotiations between the Company and AT&T. To the best of the
Company's knowledge, prior to the execution of the Asset Purchase Agreement,
there was no material relationship between the Company and AT&T or any
affiliates of the Company, any director or officer of the Company or any
associate of any director or officer of the Company.
In addition, on January 19, 1999, the Company issued a press
release announcing the execution of the Asset Purchase Agreement, which press
release is filed as Exhibit 99.1 hereto.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 19, 1999, the Company and its subsidiaries and
affiliates filed voluntary petitions for protection under chapter 11 of title 11
of the United States Code in the United States Bankruptcy Court for the District
of Delaware in Wilmington (the "Bankruptcy Court"), cases numbered 99-108
through 99-127 (MFW) (the "Bankruptcy Filing").
As a result of the chapter 11 filing, the Company is managing
its business as a debtor-in-possession subject to Bankruptcy Court approval for
certain actions of the Company. The Company's daily operations will continue in
accordance with its customary practice.
On January 20, 1999, the Bankruptcy Court approved a number of
motions filed on January 19,1999, including motions relating to cash collateral,
the payment of prepetition salaries, wages and benefits, and the payment of
prepetitition sales and use taxes. On January 25, 1999, the Bankruptcy Court
will consider whether to approve on an interim basis a $10 million
debtor-in-possession ("DIP") financing facility with AT&T. A final hearing to
consider approval of the DIP facility will take place in the future.
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In addition, on January 19, 1999, the Company issued a press
release announcing the Bankruptcy Filing, which press release is filed as
Exhibit 99.1 hereto.
ITEM 7. EXHIBITS
Exhibit No. Description
2.1 Asset Purchase Agreement, dated as of January 19, 1999, by and
among the Company, certain subsidiaries of the Company and
AT&T (without schedules). (1)
99.1 Press Release: SmarTalk Signs Definitive Sale Agreement with
AT&T, dated January 19, 1999.
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(1) The Company shall supplementally furnish a copy of any omitted schedule to
the Securities and Exchange Commission upon request.
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SIGNATURE
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.
SMARTALK TELESERVICES, INC.
(Registrant)
Date: January 25, 1999 /s/ Thaddeus Bereday
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(Signature)
Thaddeus Bereday
Vice President and General Counsel