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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): August 28, 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 43016-3566
DUBLIN, OHIO (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (614) 789-8500
No Change
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 28, 1998, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), and Fletcher International Limited, a company
organized under the laws of the Cayman Islands ("Fletcher"), agreed to amend the
Subscription Agreement, dated as of July 8, 1998 (the "Subscription Agreement"),
between Fletcher and SmarTalk pursuant to which SmarTalk received a $30 million
equity investment from Fletcher. Capitalized terms used without definition
herein have the respective meanings set forth in the Subscription Agreement.
Pursuant to the amended Subscription Agreement (the "Amendment"),
Fletcher agreed not to exercise its Initial Investment Right until
March 1, 1999 and was granted an extension of the term of the Initial
Investment Right to two years. In addition, pursuant to the Amendment, the
term of the Adjustment Period was amended to run from April 1, 1999 to
June 30, 1999, and the total amount of any possible adjustment, pursuant to
the Adjustment Period, was increased to $18.5 million.
The Amendment also modified certain other provisions contained in the
Subscription Agreement. The foregoing description is only a summary and is
qualified in its entirety by reference to the Amendment attached to this Current
Report as exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) EXHIBITS:
99.1 Subscription Agreement Amendment, dated as of August 28, 1998,
between SmarTalk TeleServices, Inc. and Fletcher International
Limited.
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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: September 11, 1998 /s/ THADDEUS BEREDAY
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(Signature)
Thaddeus Bereday
Vice President & General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Subscription Agreement Amendment, dated as of
August 28, 1998, between SmarTalk TeleServices, Inc.
and Fletcher International Limited.
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