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):
July 30, 1997
SmarTalk TeleServices, Inc.
(Exact name of registrant as specified in its charter)
California
(State or jurisdiction of incorporation)
0-21579 95-4502740
(Commission File Number) (IRS Employer Identification No.)
1640 South Sepulveda Boulevard, Suite 500, Los Angeles, CA 90025
(Address of principal executive offices) (Zip Code)
(310) 444-8800
(Registrant's Telephone Number)
Item 5. Other Events.
On July 30, 1997, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), SMTK Acquisition Corp. II, a Delaware corporation and
wholly owned subsidiary of SmarTalk ("SMTK"), and ConQuest Telecommunication
Services Corp., a Delaware corporation ("ConQuest"), signed an Agreement and
Plan of Reorganization and Merger, dated as of July 30, 1997 (the "Agreement").
The Agreement provides for the merger of SMTK with and into ConQuest and for
ConQuest to be the surviving corporation and wholly owned subsidiary of SmarTalk
after the merger.
Pursuant to the Agreement, the holders of ConQuest common stock will
receive an aggregate of 4,846,640 shares of SmarTalk common stock as
consideration for the merger. Each share of ConQuest common stock will be
converted into the right to receive approximately 7.63 shares of SmarTalk common
stock. The Agreement is filed as Exhibit 2.1 hereto.
The merger consideration was determined based upon arms-length
negotiations between SmarTalk and ConQuest. Prior to signing the Agreement,
there was no material relationship between SMTK, SmarTalk, or the SmarTalk
shareholders, on the one hand, and ConQuest, any affiliates of ConQuest, any
director or officer of ConQuest, or any associate of any director or officer, on
the other hand.
SmarTalk is engaged in a similar telecommunications product and
service business as ConQuest, and intends to use ConQuest's assets in the same
manner as used by ConQuest prior to the Agreement, and operate ConQuest as a
wholly-owned subsidiary of SmarTalk.
In addition, on July 31, 1997, SmarTalk issued a press release
announcing the execution of the Agreement, which press release is filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization and Merger, dated
July 30, 1997, among SmarTalk TeleServices, Inc., SMTK
Acquisition Corp. II, and ConQuest Telecommunication Services
Corp.(1)
99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices,
Inc.
------------
(1) SmarTalk shall supplementally furnish a copy of any omitted
schedule to the Securities and Exchange Commission upon
request.
2
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 thereunto duly authorized.
SMARTALK TELESERVICES, INC.
(Registrant)
By /s/ Erich L. Spangenberg
--------------------------
Erich L. Spangenberg
President and Chief Operating
Officer
Date: August 14, 1997
3
EXHIBIT INDEX
Number Subject Matter
- ------ --------------
2.1 Agreement and Plan of Reorganization and Merger, dated July 30, 1997,
among SmarTalk TeleServices, Inc., SMTK Acquisition Corp. II and
ConQuest Telecommunication Services Corp. (without schedules)(1).
99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices, Inc.
- ------------
(1) SmarTalk shall supplementally furnish a copy of any omitted schedule to the
Securities and Exchange Commission upon request.
4