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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
Date of Report (Date of earliest event reported):
May 28, 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)
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Item 2. Acquisition of Assets.
On May 28, 1997, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), acquired SmarTel Communications, Inc., a
Delaware corporation ("SmarTel"), through a merger in which SMTK Acquisition
Corporation, a Delaware corporation ("SMTK") and a wholly owned subsidiary of
SmarTalk, merged with and into SmarTel pursuant to the Agreement and Plan of
Merger, dated as of May 24, 1997 (the "Agreement"), among SmarTalk, SMTK,
SmarTel, and each of the stockholders of SmarTel appearing as signatories to
the Agreement.
Pursuant to the Agreement, the holders of common and/or preferred
SmarTel shares received an aggregate of 714,286 shares of SmarTalk common stock
as consideration for the merger. Each share of SmarTel Class A common stock
was converted into the right to receive .1788 shares of SmarTalk common stock.
Each share of SmarTel preferred stock was converted into the right to receive
70.047 shares of SmarTalk common stock. Each share of SmarTel Class B common
stock was converted into the right to receive .1788 shares of SmarTalk common
stock and one contingent value right. The contingent value rights are rights
to receive payments based primarily on the performance of SmarTel after the
merger. The Agreement is filed as Exhibit 2.1 hereto.
The merger consideration was determined based upon arms-length
negotiations between SmarTalk and SmarTel. Prior to the merger, there was no
material relationship between SMTK, SmarTalk, or the SmarTalk shareholders and
SmarTel, any affiliates of SmarTel, any director or officer of SmarTel, or any
associate of any director or officer.
SmarTalk is engaged in a similar business as SmarTel, and intends to
use SmarTel's assets in a substantially similar manner as used by SmarTel prior
to the agreement, and operate SmarTel as a wholly-owned subsidiary of SmarTalk.
In addition, on May 28, 1997, SmarTalk issued a press release
announcing the consummation of the transactions contemplated by the Agreement,
which press release is filed as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The required financial statements will be filed no later than
August 11, 1997.
(b) Pro Forma Financial Information.
The required pro forma financial information will be filed no
later than August 11, 1997.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated May 24, 1997,
among SmarTalk TeleServices Inc., SMTK Acquisition
Corporation, SmarTel Communications, Inc. and each of
the stockholders of SmarTel Communications, Inc.
appearing as signatories (without schedules)/1/.
4.1 Terms of Contingent Value Rights.
99.1 Press release, dated May 28, 1997, of SmarTalk
TeleServices Inc.
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/1/ SmarTalk 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 thereunto duly authorized.
SMARTALK TELESERVICES, INC.
(Registrant)
By /s/ ERICH L. SPANGENBERG
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Erich L. Spangenberg
President and Chief Operating
Officer
Date: June 12, 1997
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EXHIBIT INDEX
Number Subject Matter
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2.1 Agreement and Plan of Merger, dated May 24, 1997, among
SmarTalk TeleServices, Inc., SMTK Acquisition Corporation,
SmarTel Communications, Inc. and each of the stockholders
of SmarTel Communications, Inc. appearing as signatories
(without schedules)/1/.
4.1 Terms of Contingent Value Rights.
99.1 Press release, dated May 28, 1997, of SmarTalk TeleServices,
Inc.
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/1/ SmarTalk shall supplementally furnish a copy of any omitted schedule to
the Securities and Exchange Commission upon request.
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