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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):
DECEMBER 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 December 31, 1997, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), consummated the initial closing of the acquisition of
the issued and outstanding common stock, $0.01 par value per share (the
"Shares"), of American Express Telecom, Inc., a Delaware corporation (the
"Company"), from American Express Travel Related Services Company, a New York
corporation and sole stockholder of the Company (the "Stockholder"), pursuant to
a Stock Purchase Agreement, dated as of December 22, 1997 (the "Agreement"), by
and among SmarTalk, the Company and the Stockholder.
In consideration for the Shares, SmarTalk paid to the Stockholder
thirty-four million dollars ($34,000,000) in cash, which was provided from
SmarTalk's working capital, a portion of which is to be held in escrow pending
regulatory approval. At the initial closing, SmarTalk acquired eighty percent
(80%) of the Shares. The Agreement is filed as Exhibit 2.1 hereto.
The consideration paid for the Shares was determined based upon
arms-length negotiations between SmarTalk and the Stockholder. To the best of
SmarTalk's knowledge, prior to the execution of the Agreement, there was no
material relationship between the Stockholder and SmarTalk or any affiliates of
SmarTalk, any director or officer of SmarTalk or any associate of any such
director or officer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements will be filed no later than March
7, 1998.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information will be filed no
later than March 7, 1998.
(c) EXHIBITS
2.1 Stock Purchase Agreement, dated as of December 22, 1997, by and
among SmarTalk TeleServices, Inc., American Express Telecom,
Inc. and American Express Travel Related Services Company, Inc.
(without schedules).(1)
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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
Vice Chairman and
Chief Operating Officer
Date: January 6, 1998
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EXHIBIT INDEX
Number Subject Matter
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2.1 Stock Purchase Agreement, dated as of December 22, 1997, by and
among SmarTalk TeleServices, Inc., American Express Telecom, Inc.
and American Express Travel Related Services Company, Inc. (without
schedules).