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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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AMENDMENT NO. 1
CURRENT REPORT
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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
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SMARTALK TELESERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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 5. OTHER EVENTS.
As previously reported, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk") has agreed to acquire all 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, Inc., 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. As previously reported, SmarTalk has
consummated the initial acquisition of a portion of the Shares. Consummation of
the acquisition of the remaining Shares is subject only to receipt of certain
regulatory approvals, all of which SmarTalk expects to occur during the second
quarter of 1998. Pursuant to the Agreement, all profits and losses related to
the Company are for the account of SmarTalk from and after December 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The Company's audited financial statements required by this Item 7(a)
are filed as exhibit 99.1.
(b) PRO FORMA FINANCIAL INFORMATION
The Company's pro forma financial statements required by this Item 7(b)
are filed as exhibit 99.2.
(c) EXHIBITS
*5.1 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)
99.1 Financial Statements of American Express Telecom, Inc.
99.2 Pro Forma Financial Statements.
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* Filed previously.
(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/ GLEN ANDREW FOLCK
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Glen Andrew Folck
Chief Financial Officer
Date: March 30, 1998
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EXHIBIT INDEX
NUMBER SUBJECT MATTER
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*5.1 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)
99.1 Financial Statements of American Express Telecom, Inc.
99.2 Pro Forma Financial Statements.
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* Filed previously.
(1) SmarTalk shall supplementally furnish a copy of any omitted schedule to the
Securities and Exchange Commission upon request.