-----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, Rh7hB5fL3fNYjGLzLr1/UckUQXZNCs3qehnDMQcSUU9gCUNPp0KiEy3ef3HRFuRj O30UW9L4/7D++naOg4UZHA== 0000950150-98-001365.txt : 19980814 0000950150-98-001365.hdr.sgml : 19980814 ACCESSION NUMBER: 0000950150-98-001365 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980810 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980813 SROS: NONE 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: 98685831 BUSINESS ADDRESS: STREET 1: 5080 TUTTLE CROSSING BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147642933 MAIL ADDRESS: STREET 1: 5080 TUTTLE CROSSING BLVD CITY: DUBLIN STATE: OH ZIP: 43017 8-K 1 FORM 8-K DATED AUGUST 10, 1998 1 ================================================================================ 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): August 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) 789-8500 No Change ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 2 Item 5. Other On August 10, 1998, SmarTalk TeleServices, Inc. (the "Company") announced that it would postpone the release of its quarterly results for the quarter ended June 30, 1998. The Company's independent accountants, PricewaterhouseCoopers, LLP ("PwC"), recently informed management about potentially significant issues with the Company's accounting treatment for acquisitions that occurred during 1997 and certain other items relating to 1997. The Company intends to evaluate and promptly resolve these issues and then release its results for the quarter ended June 30, 1998. The accounting treatment of these transactions was previously reviewed by PwC in connection with the Company's annual audit. The Company's anticipated second quarter, year-end and prior quarterly results could be materially affected by any adjustments resulting from this accounting review. The information set forth in the press release attached hereto as Exhibit 99.1 is incorporated herein by reference in its entirety. Item 7. Exhibit
Exhibit No. Description 99.1 Press Release: SmarTalk Postpones Announcement of Second Quarter Results, dated August 10, 1998.
2 3 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. SMARTALK TELESERVICES, INC. (Registrant) Date: August 13, 1998 /s/ Thaddeus Bereday ---------------------------------- (Signature) Thaddeus Bereday Vice President and General Counsel EX-99.1 2 COMPANY PRESS RELEASE 1 EXHIBIT 99.1 MONDAY AUGUST 10, 7:01 PM EASTERN TIME COMPANY PRESS RELEASE SMARTALK POSTPONES ANNOUNCEMENT OF SECOND QUARTER RESULTS COLUMBUS, Ohio--(BUSINESS WIRE)--August 10, 1998--SmarTalk TeleServices, Inc. (Nasdaq:SMTK - news) today announced that it is postponing the release of its quarterly results for the quarter ended June 30, 1998. The Company had anticipated announcing revenues of $51.8 million, net income from continuing operations of $1.9 million and earnings per share from continuing operations of $0.08. These results reflect the proposed treatment of SmarTalk's recent acquisition of Worldwide Direct on a pooling-of-interests basis. The Company's independent accountants, PricewaterhouseCoopers, LLP ("PwC"), have recently informed management about potentially significant issues with the Company's accounting treatment for acquisitions that occurred during 1997 and certain other items relating to 1997. The accounting treatment of these transactions was previously reviewed by PwC in connection with the Company's annual audit. The Company intends to evaluate and promptly resolve these issues and then release its results for the quarter ended June 30, 1998. The Company's anticipated second quarter, year-end and prior quarterly results could be materially affected by any adjustments resulting from this accounting review. SmarTalk will not be holding the previously-announced conference call for analysts that was scheduled for tomorrow morning. SmarTalk TeleServices, Inc. currently 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. The Company also creates promotional phone 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 statements regarding the potential significance of accounting issues, the Company's intention to evaluate and resolve issues and the possibility that previously reported results could be negatively affected. 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 potential significance of accounting issues, the timing at which these issues were presented to the Company's management, the Company's ability to identify, evaluate and resolve any such issues, and the severity of potential impact on past and future results. 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. - -------------------- Contact: SmarTalk Teleservices, Inc., Columbus Pamela Bennett, 614/789-8650 (Investor Relations) -----END PRIVACY-ENHANCED MESSAGE-----