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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): September 17, 1997
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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 of (Commission file (IRS Employer
incorporation) Number) Identification Number)
South Sepulveda Boulevard, Suite 500, Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 444-8800
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ITEM 5. OTHER EVENTS.
On September 17, 1997, the Company announced the sale of $150 million
aggregate principle amount of 5 3/4% convertible subordinated notes due
September 15, 2004 (the "Notes") in a 144A offering under the U.S. Securities
Act of 1933, as amended. The sale included a $25.0 million over-allotment option
which was exercised by Donaldson, Lufkin & Jenrette Securities Corporation and
Salomon Brothers Inc (collectively, the "Initial Purchasers").
Net proceeds from the Note offering amounted to $145.5 million (after
deducting discounts and commissions totaling $4.5 million).
The Notes, which are non-redeemable for three years, are convertible
commencing 90 days after September 17, 1997 into common stock of the Company at
a conversion price of $26.25 per share. The Company intends to use the net
proceeds from the offering for general corporate purposes, which may include
acquisitions, repayment of existing indebtedness and capital expenditures.
Pursuant to a Registration Rights Agreement between the Company and the
Initial Purchasers, the Company has agreed to file with the Securities and
Exchange Commission within 90 days of September 17, 1997, and to use all
reasonable efforts to cause to become effective within 180 days of September 17,
1997, a shelf registration statement with respect to the resale of the Notes and
the underlying common stock. The Company will be required to pay liquidated
damages to the holders of the Notes or the underlying common stock under certain
circumstances if the Company is not in compliance with its registration
requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
4.1 Indenture, dated as of September 17, 1997, between the Company
and Wilmington Trust Company, as Trustee.
4.2 Registration Rights Agreement, dated as of September 12, 1997,
among the Company, Donaldson, Lufkin & Jenrette Securities
Corporation and Salomon Brothers Inc.
99 Press release, dated September 17, 1997.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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(a) Securities Sold
Of the $150 million aggregate principle amount of Notes
sold on September 17, 1997, $1.6 million aggregate
principle amount of Notes were sold in reliance upon
Regulation S.
(b) Underwriters and other purchasers
See Item 5 above.
(c) Consideration
See Item 5 above.
(d) Exemption from registration claimed
Regulation S.
(e) Terms of conversion of exercise
See Item 5 above.
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
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Erich L. Spangenberg
President and Chief
Operating Officer
September 26, 1997
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EXHIBIT INDEX
Number Subject Matter
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4.1 Indenture, dated as of September 17, 1997, between the
Company and Wilmington Trust Company, as Trustee.
4.2 Registration Rights Agreement, dated as of September 12, 1997, among
the Company, Donaldson, Lufkin & Jenrette Securities Corporation and
Salomon Bros Inc.
99 Press release, dated September 17, 1997, of SmarTalk TeleServices, Inc.