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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
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Date of Report (Date of earliest event reported): June 10, 1998
SmarTalk TeleServices, Inc.
(Exact name of registrant as specified in its charter)
California 0-21579 95-4502740
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5080 Tuttle Crossing Boulevard 43017
Dublin, Ohio (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (614) 764-2933
No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 10, 1998, SmarTalk TeleServices, Inc., a California corporation
("SmarTalk"), consummated the acquisition of Worldwide Direct, Inc., a Delaware
corporation ("Worldwide"), through a merger in which SMTK Acquisition Corp. IV,
a Delaware corporation and a wholly-owned subsidiary of SmarTalk ("SMTK"),
merged with and into Worldwide, with Worldwide emerging from the merger as the
surviving corporation and a wholly-owned subsidiary of SmarTalk pursuant to an
Agreement and Plan of Reorganization and Merger, dated as of June 10, 1998 (the
"Agreement") by and among SmarTalk, SMTK and Worldwide.
Pursuant to the Agreement, the stockholders of Worldwide will receive an
aggregate of 2,715,000 shares of SmarTalk common stock, no par value ("SmarTalk
Common Stock"), as consideration for the merger. The exchange ratio will be as
follows: each share of common stock, par value $0.01 per share, of Worldwide
will be converted into and represent the right to receive 22.16 shares of
SmarTalk Common Stock; each share of Series A preferred stock, par value $0.01
per share, of Worldwide will be converted into and represent the right to
receive 22.16 shares of SmarTalk Common Stock; and each share of Series B
preferred stock, par value $0.01 per share, of Worldwide will be converted into
and represent the right to receive 22.16 shares of SmarTalk Common Stock. Also
pursuant to the Agreement, the holders of Worldwide warrants will receive their
pro rata (with respect to the other holders of Worldwide warrants) share of an
aggregate of 101,272.84 shares of SmarTalk Common Stock. The Agreement is filed
as Exhibit 2.1 hereto.
The merger consideration was determined based upon arms-length
negotiations between SmarTalk and Worldwide. Prior to signing the Agreement, no
material relationship existed between SMTK, SmarTalk, or the SmarTalk
shareholders, on one hand, and Worldwide, any affiliates of Worldwide, any
director or officer of Worldwide, or any associate of any director or officer,
on the other hand.
SmarTalk manufactures, markets, and distributes telecommunications
products and related services. Worldwide markets and sells telecommunications
products and services directly to consumers. SmarTalk intends to use Worldwide's
assets in the same manner as used by Worldwide prior to the Agreement, and to
operate Worldwide as a wholly-owned subsidiary of SmarTalk.
In addition, on June 10, 1998, SmarTalk issued a press release
announcing the execution of the Agreement, which press release is filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) EXHIBITS:
2.1 Agreement and Plan of Reorganization and Merger, dated June
10, 1998, by and among SmarTalk TeleServices, Inc., SmarTalk
Acquisition Corp. IV and Worldwide Direct, Inc. (without
schedules).(1)
99.1 Press release, dated June 10, 1998, 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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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 hereunto duly authorized.
SmarTalk TeleServices, Inc.
(Registrant)
Date: June 25, 1998 /s/ Erich L. Spangenberg
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(Signature)
Erich L. Spangenberg
President and Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization and Merger, dated
June 10, 1998, among SmarTalk TeleServices, Inc.,
SmarTalk Acquisition Corp. IV, and Worldwide Direct, Inc.
(without schedules).(1)
99.1 Press release, dated June 10, 1998, 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.