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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):
OCTOBER 22, 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 October 22, 1997, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), entered into an asset purchase agreement with Frontier
Corporation, a New York corporation ("Frontier"), and SMTK NY-1 Corp., a New
York corporation ("SMTK"), pursuant to which SmarTalk will acquire selected
assets of the retail prepaid phone card business of Frontier, a New York based
long distance phone company (the "Frontier Selected Assets").
If the pending acquisition of the Frontier Selected Assets is
consummated, SmarTalk will pay thirty-five million dollars ($35,000,000) in
cash, subject to adjustments, to Frontier. The cash portion of the consideration
will be provided from SmarTalk's working capital. Further, SmarTalk may be
required to pay to Frontier an additional one million five hundred thousand
dollars ($1,500,000) in the common stock of SmarTalk if certain conditions are
met. The asset purchase agreement is filed as Exhibit 2.1 hereto.
The consideration to be paid for the Frontier Selected Assets was
determined based upon arms-length negotiations between SmarTalk and Frontier. To
the best of SmarTalk's knowledge, prior to the execution of the asset purchase
agreement, there was no material relationship between Frontier and SmarTalk or
any affiliates of SmarTalk, any director or officer of SmarTalk or any
associate of any director or officer.
In addition, on October 22, 1997, SmarTalk issued a press release
announcing the consummation of the transactions contemplated by the asset
purchase agreement, which press release is filed as Exhibit 99.1 hereto.
ITEM 5. OTHER EVENTS.
On November 5, 1997, SmarTalk issued a press release announcing the
settlement of certain litigation among Conquest Telecommunication Services
Corp., Ghanshyam C. Patel, Jay Jayanthan, W. Michael Byrne and certain other
persons. A copy of the press release issued by SmarTalk is filed herewith as
Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
2.1 Asset Purchase Agreement, dated October 22, 1997, among SmarTalk
TeleServices, Inc., SMTK NY-1 Corp. and Frontier Corporation
(without schedules).(1)
99.1 Press release, dated October 22, 1997 of SmarTalk TeleServices
Inc.
99.2 Press release, dated November 5, 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: November 5, 1997
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EXHIBIT INDEX
Number Subject Matter
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2.1 Asset Purchase Agreement, dated October 22, 1997, among
SmarTalk TeleServices, Inc., SMTK NY-1 Corp. and Frontier
Corporation (without schedules).
99.1 Press release, dated October 22, 1997 of SmarTalk
TeleServices, Inc.
99.2 Press release, dated November 5, 1997 of SmarTalk
TeleServices, Inc.