-----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, RaJ8b6rolRKvXh7X0RYLuiV5BC0Ibql9eqg/Z3EAfMb7cSqFWCB2f2+ycH7r5zxj J3VJgE5l4uocDS+5PSePUA== 0000914121-99-000007.txt : 19990108 0000914121-99-000007.hdr.sgml : 19990108 ACCESSION NUMBER: 0000914121-99-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990107 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMARTALK TELESERVICES INC CENTRAL INDEX KEY: 0001018730 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 954502740 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21579 FILM NUMBER: 99502276 BUSINESS ADDRESS: STREET 1: 5080 TUTTLE CROSSING BLVD STREET 2: SUITE 500 CITY: DUBLIN STATE: OH ZIP: 43016-3566 BUSINESS PHONE: 6147898500 MAIL ADDRESS: STREET 1: 5080 TUTTLE CROSSING BLVD STREET 2: SUITE 500 CITY: DUBLIN STATE: OH ZIP: 43016-3566 8-K 1 FORM 8-K CURRENT REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): January 7, 1999 SMARTALK TELESERVICES, INC. (Exact name of registrant as specified in its charter) California 0-21579 95-4502740 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 5 -- OTHER EVENTS. On Thursday, January 7, 1999 (Columbus, Ohio): SmarTalk TeleServices, Inc. (Nasdaq:SMTK; the "Company") announced that it has discovered accounting issues that will likely require a restatement of previously reported results for the third quarter ended September 30, 1998 and are expected to have a material adverse effect on such results. The Company has discovered issues that could decrease by approximately $3.6 million the Company's previously reported third quarter revenues of $59.8 million, increase third quarter costs by approximately $2.2 million, and could increase by approximately $0.21 the previously reported third quarter net loss per share of $0.82. These preliminary estimates are currently being reviewed and have not been fully quantified. There can be no assurance that the Company will not discover other accounting issues that could materially adversely affect SmarTalk's restated third quarter financial results. It is expected that the Company will experience difficulty in financing its liquidity requirements, both in the long and short term. The Company has retained Zolfo Cooper LLC to provide management assistance. Reference is made to the exhibit filed herewith for a complete text of the press release discussing the above referenced matters which exhibit is incorporated by reference herein in its entirety. ITEM 7 -- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) The Exhibit furnished in accordance with Item 601 of Regulation S-K is: 99.1 Press Release of the Company, dated January 7, 1999. 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 hereunto duly authorized. Date: January 7, 1999 SMARTALK TELESERVICES, INC. (Registrant) /s/Thaddeus Bereday ------------------- (Signature) Thaddeus Bereday Vice President and General Counsel EXHIBIT INDEX ------------- (c) The Exhibit furnished in accordance with Item 601 of Regulation S-K is: 99.1 Press Release of the Company, dated January 7, 1999. EX-99 2 PRESS RELEASE OF THE COMPANY, DATED JANUARY 7,1999 [GRAPHIC OMITTED] NEWS RELEASE FOR IMMEDIATE RELEASE Contact: SmarTalk TeleServices Pamela Bennett Manager, Corporate Communications (614) 789-8650 SMARTALK ANNOUNCES DISCOVERY OF ACCOUNTING ISSUES Thursday, January 7, 1999 (Columbus, Ohio): SmarTalk TeleServices, Inc. (Nasdaq:SMTK; the "Company") today announced that it has discovered accounting issues that will likely require a restatement of previously reported results for the third quarter ended September 30, 1998 and are expected to have a material adverse effect on such results. The Company has discovered issues that could decrease by approximately $3.6 million the Company's previously reported third quarter revenues of $59.8 million, increase third quarter costs by approximately $2.2 million, and could increase by approximately $0.21 the previously reported third quarter net loss per share of $0.82. These preliminary estimates are currently being reviewed and have not been fully quantified. There can be no assurance that the Company will not discover other accounting issues that could materially adversely affect SmarTalk's restated third quarter financial results. It is expected that the Company will experience difficulty in financing its liquidity requirements, both in the long and short term. The Company has retained Zolfo Cooper LLC to provide management assistance. SmarTalk TeleServices, Inc. is a leading provider of prepaid calling cards and prepaid wireless services. Based in Dublin, Ohio, SmarTalk maintains distribution agreements with the U.S. Postal Service and leading mass merchandisers, consumer electronics retailers, supermarkets, hotels, home office superstores and convenience stores throughout North America and the U.K. SmarTalk also creates promotional card programs for advertisers and corporate clients. Visit the SmarTalk website at www.smartalk.com. Note: Certain statements made herein that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including: the estimated impact of the accounting issues on the Company's financial results, including its net loss for the third quarter ended September 30, 1998; and the Company's ability to continue financing its liquidity requirements. Investors are cautioned that all forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. These risks include, without limitation, risks relating to: the possibility that additional accounting issues may be identified in connection with the anticipated restatement; the risk that the SEC could disagree with the Company's accounting treatment with respect to specific items; possible difficulty in obtaining financing to meet the Company's liquidity requirements; and difficulty in integrating the Company's operations. Investors who seek more information about the Company's business and relevant risk factors may wish to review the Company's SEC reports, including, without limitation, its Annual Report on Form 10-K for 1997 and its Quarterly Reports on Form 10-Q, as each of such documents may be amended. ##### -----END PRIVACY-ENHANCED MESSAGE-----