-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q5mwqCjlPafl6GmTncqgWiX3tP3/wDkx1hZT3K6Gqoa+IVTH9bs+9qQhWxsBVAOP vLOyOU6HMEeZkO9QPykcmQ== 0000897069-97-000307.txt : 19970721 0000897069-97-000307.hdr.sgml : 19970721 ACCESSION NUMBER: 0000897069-97-000307 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970718 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMARTALK TELESERVICES INC CENTRAL INDEX KEY: 0001018730 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 954502740 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48905 FILM NUMBER: 97642472 BUSINESS ADDRESS: STREET 1: 1640 S. SEPULVEDA BLVD STREET 2: SUITE 500 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104448800 MAIL ADDRESS: STREET 1: 1640 S. SEPULVEDA BLVD STREET 2: SUITE 500 CITY: LOS ANGELES STATE: CA ZIP: 90025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARGER WILLIAM R CENTRAL INDEX KEY: 0001041710 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SANDLAKE IV, STE 350, 7380 SAND LAKE RD STREET 2: C/O WILLIAM R PRINGLE III PA CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 4078433701 MAIL ADDRESS: STREET 1: C/O WILLIAM R PRINGLE III PA STREET 2: SANDLAKE IV, STE 350, 7380 SAND LAKE RD CITY: ORLANDO STATE: FL ZIP: 32819 SC 13D 1 SCHEDULE 13D FOR SMARTALK TELESERVICES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* SmarTalk Teleservices, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 00083169A1 (CUSIP Number) John A. Sanders, Foley & Lardner, 111 N. Orange Avenue, Suite 1800, Orlando, Florida 32801-2386 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index is on Page 5 SCHEDULE 13D CUSIP No. 00083169A1 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William R. Harger (S.S. ####-##-####) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 1,896,097.70 SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 1,896,097.70 PERSON 10 SHARED DISPOSITIVE POWER WITH None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,896,097.70 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer Security: Common Stock, No Par Value (hereinafter referred to as the "Common Stock") Issuer: SmarTalk Teleservices, Inc., a California corporation (hereinafter referred to as the "Issuer") Address: 1640 South Sepulveda Boulevard Suite 500 Los Angeles, CA 90025 Item 2. Identity and Background (a) Name of Filing Person: William R. Harger (hereinafter referred to as the "Filing Person") (b) Address of Filing Person: c/o John A. Sanders, Esq. Foley & Lardner 111 N. Orange Avenue, Suite 1800 Orlando, Florida 32801-2386 (c) Present Principal Occupation or Employment and Name of Employer - Filing Person: The Filing Person is not presently employed. (d) & (e) The Filing Person has not during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Filing Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The Filing Person is the sole beneficial and record owner of 1,896,097.70 shares of Common Stock which he acquired from the Issuer on June 1, 1997. The Filing Person acquired the 1,896,097.70 shares of Common Stock from Issuer as partial consideration for selling his common stock in GTI Telecom, Inc., a Florida corporation, to Issuer. Item 4. Purpose of Transaction. The Filing Person has acquired an interest in the Issuer as an investment and he acquired his shares with a view toward making a profit. Based on a number of factors, including the Filing Person's evaluation of the Company's business prospects and financial condition, the market for the Company's shares, general economic and stock market conditions and other investment opportunities, the Filing Person may purchase additional shares of Common Stock through the open market or privately negotiated transactions, or may dispose of all or a portion of the shares of Common Stock now or hereafter owned. The Filing Person reserves the right in the future to change the purpose or purposes described above. Item 5. Interest in Securities of the Issuer. (a) The Filing Person is the beneficial and record owner of 1,896,097.70 shares of Common Stock representing approximately 12.2% of the class based upon the number reported as outstanding for the quarter ended March 31, 1997. (b) The Filing Person has the sole power to vote and dispose of all 1,896,097.70 shares of Common Stock. (c) The Filing Person acquired all 1,896,097.70 shares of Common Stock on June 1, 1997 as partial consideration for the transfer of his common stock in GTI Telecom, Inc., a Florida corporation, to Issuer (the "Transaction"). Based upon the average trading price of the Common Stock on the last business day preceding June 1, 1997 ($13.50 per share) the Filing Person paid approximately $25,597,319.00 for his shares of Common Stock. (d) Not Applicable (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not Applicable Item 7. Material to be Filed as Exhibits. Not Applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 17, 1997 Signature: /s/ William R. Harger William R. Harger -----END PRIVACY-ENHANCED MESSAGE-----