8-K

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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
         -------------------------------------------------------------
         (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           
                                        --------------------------------
                                        (Signature)

                                        Thaddeus Bereday
                                        Vice President & General Counsel

     
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                                 EXHIBIT INDEX




EXHIBIT NO.             DESCRIPTION
- -----------             -----------
                     
    99.1                Subscription Agreement Amendment, dated as of 
                        August 28, 1998, between SmarTalk TeleServices, Inc.
                        and Fletcher International Limited.

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EX-99.1

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                        SUBSCRIPTION AGREEMENT AMENDMENT

            This Subscription Agreement Amendment (this "Amendment") dated as
of August 28, 1998  is entered into by and between SmarTalk TeleServices, Inc.,
a California corporation (together with its successors, "SmarTalk"), and
Fletcher International Limited, a company organized under the laws of the
Cayman Islands (together with its successors, "Fletcher").

            WHEREAS, SmarTalk and Fletcher entered into that certain
Subscription Agreement dated as of July 8, 1998 (the "Agreement"); and

            WHEREAS, the parties desire to amend the Agreement as set forth
below;

            The parties do hereby amend the Agreement as follows;

      1.    The first sentence of Section 1.b. is amended to read as follows:

            SmarTalk hereby grants Fletcher the right to purchase (the "Initial
      Investment Right", and together with the Adjustment Right (as defined
      below), the "Investment Rights"), and agrees to sell to Fletcher, at
      Fletcher's sole option, additional shares ("Initial Investment Right
      Shares", and together with Adjusted Issuance Shares and Adjustment Shares
      (each as defined below), the "Additional Shares") of Common Stock having
      an aggregate purchase price of up to $20 million at the per share purchase
      price(s) determined in accordance with the next sentence from time to time
      for a period commencing on the earlier of (a) March 1, 1999 and (b) a
      Combination Announcement Date (as defined below) and ending on March 1,
      2001.

      2.    The first sentence of Section 3.A.a. is amended to read as follows:

            SmarTalk shall, as soon as practicable and at its own expense, file
      a registration statement (the "Registration Statement") under the
      Securities Act covering the sale or resale of the sum of (i) all Initial
      Shares, and (ii) all Additional Shares (which Additional Shares for such
      purposes shall be deemed to be not less than 4.4 million shares) (each, a
      "Covered Security"), shall use its best efforts to cause such
      Registration Statement to be declared effective not later than January 1,
      1999 (the "Required Registration Date") and shall promptly amend such
      Registration Statement from time to time if the maximum number of
      Additional Shares is greater than
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      the number of shares of Common Stock registered pursuant to such
      Registration Statement, provided that Fletcher shall have provided such
      information and cooperation in connection therewith as SmarTalk may
      reasonably request.

      3.    Subsections a, b and c of Section 5 are amended to read as follows:

            a.    For purposes of this Agreement, the "Adjusted Price" shall
      mean the arithmetic average of the closing sale prices per share (rounded
      to the nearest 1/10,000th) as reported by Bloomberg of the Common Stock
      on the NASDAQ National Market (the "Average Closing Price"), subject to
      adjustment pursuant to Section 3.A, during the consecutive trading day
      period (the "Adjustment Period") beginning and including April 1, 1999
      and ending and including June 30, 1999 (the last day of the Adjustment
      Period is referred to herein as the "Measurement Date"), subject to
      adjustment pursuant to the last sentence hereof. If the NASDAQ National
      Market is not then the principal trading market for the Common Stock, the
      Adjusted Price shall be calculated based on the closing sale prices per
      share of Common Stock on the principal trading market for the Common
      Stock at that time or, if there is then no such principal trading market,
      the Adjusted Price shall be the fair market value per share of Common
      Stock during such period as determined in good faith by the Board of
      Directors of SmarTalk. If the value of the Common Stock is to be
      determined by the Board of Directors of SmarTalk and Fletcher disagrees
      with said valuation, the value of the Common Stock will be determined by
      binding arbitration in accordance with the then prevailing commercial
      arbitration rules of the American Arbitration Association, and such
      arbitration shall proceed in Chicago, Illinois or at such other place as
      agreed to in writing by Fletcher and SmarTalk. Notwithstanding anything
      else contained in this Section 5.a, (i) if a Combination Closing Date
      occurs prior to April 1, 1999, then the Adjusted Price will equal the
      cash value of consideration into which one whole share of common stock
      would be converted upon consummation of the Combination (as defined
      below) (the "Combination Price"); (ii) if a Combination Closing Date
      occurs between April 1, 1999 and June 30, 1999, (a) the Adjustment Period
      shall end on the trading day immediately prior to the Combination
      Announcement Date and (b) the Adjusted Price shall be the lesser of the
      Combination Price or the Adjusted Price as calculated for the Adjustment
      Period, as such period is adjusted by clause (ii)(a) of this Section 5.a;
      and (iii) in the event the Registration Statement has not been declared
      effective on or prior to the Required Registration Date or Initial

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Shares or Additional Shares may for any reason not be sold under the
Registration Statement on the Measurement Date, the "Adjusted Price" shall mean
the lower of (A) the value determined in accordance with the first sentence of
this paragraph without reference to this clause (iii) and (B) the Average
Closing Price during the 30 consecutive trading day period beginning and
including the date the Registration Statement is declared effective (in which
event the "Measurement Date" shall be the last day of such period).

     b.   In the event that the Adjusted Price exceeds $18.75, Fletcher shall,
within three business days after the Measurement Date (or the Combination
Closing Date, if such date occurs before the Measurement Date), cause the
lesser of the following amounts to be wire transferred to SmarTalk in
immediately available funds: (i) the product of the dollar amount by which the
Adjusted Price exceeds $18.75 multiplied by the Initial Number or (ii)
$18,500,000.


     c.   In the event that $18.75 exceeds the Adjusted Price, SmarTalk shall,
within three business days after the Measurement Date, or, if applicable, the
Combination Closing Date, compensate Fletcher in an amount equal to the lesser
of (a) the dollar amount by which $18.75 exceeds the Adjusted Price multiplied
by the Initial Number or (b) $18,500,000 (the lower of (a) and (b) is referred
to as the "Adjustment Amount"), in accordance with the following sentence.
SmarTalk shall have the option to either (1) cause such amount to be wire
transferred to Fletcher in immediately available funds, provided that SmarTalk
has previously provided Fletcher with written notice, not later than the
Measurement Date, of SmarTalk's intention to so satisfy its obligation to pay
the Adjustment Amount or (2) at Fletcher's choice either: (x) cause a number of
shares ("Adjusted Issuance Shares") of Common Stock to be transferred to
Fletcher equal to the result of (i) the Adjustment Amount divided by (ii) the
Adjusted Price; or (y) grant Fletcher the right to acquire (the "Adjustment
Right"), and agrees to issue to Fletcher, at Fletcher's sole option, for no
further consideration additional shares ("Adjustment Shares") of Common Stock
having an aggregate value of up to the Adjustment Amount, where such shares are
valued at the Adjusted Value (as defined below) from time to time for a period
ending on the first trading day which is at least twenty-four (24) months from
the Measurement Date. The value per share (each, an "Adjusted Value") of Common
Stock issuable upon the exercise of an Adjustment Right shall be equal to the
Average Closing Price during the 40 trading-day period ending and excluding the
five trading days immediately prior to the Notice Date; provided,however, that
in no event

       
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shall such Adjusted Value be less than 95% or greater than 105% of the Average
Closing Price during the first five trading days of the relevant 40 trading-day
period. The Adjustment Amount shall be reduced dollar for dollar in connection
with each exercise of the Adjustment Right by an amount equal to the product of
the Adjusted Value and the number of shares of Common Stock issued in connection
with such exercise.

4.   The sixth sentence of Section 6 is amended to read as follows:

     The "First Value" with respect to the Initial Investment Right shall be $5
million and with respect to the Adjustment Right shall be 25% of the Adjustment
Amount, and the amortization of the First Value shall commence on the earlier of
(a) March 1, 1999 and (b) a Combination Announcement Date with respect to the
Initial Investment Right and on the Measurement Date with respect to the
Adjustment Right.

5.   Subsection h of Section 7 is amended to read as follows:

     If on any Notice Date, Fletcher delivers to SmarTalk an Investment Notice
for an aggregate number of Additional Shares issuable pursuant to Investment
Rights (without regard to any notice periods) which, when added to the aggregate
number of (i) Initial Shares, (ii) Additional Shares previously issued and (iii)
any other shares of Common Stock required to be included by NASDAQ, would exceed
the number of shares equal to 20% of the total number of shares of Common Stock
outstanding (adjusted to reflect any split, subdivision, combination or
consolidation of the Common Stock, whether by reclassification, distribution of
a dividend with respect to the outstanding Common Stock payable in shares of
Common Stock, or otherwise, or any recapitalization of the Common Stock) on the
Closing Date (the "Original Number") and such circumstance would require the
approval (the "Required Consent") of the holders of the Common Stock pursuant to
the listing requirements or rules of the NASDAQ National Market (or such other
national securities exchange on which the Common Stock is then listed), SmarTalk
(A) shall not issue shares of Common Stock (the "Issuance Blockage") to the
extent that the total number of shares of Common Stock issued hereunder would
exceed 19.9% of the Original Number, and (B) shall use its best efforts to
obtain, within 110 days from the Notice Date, the Required Consent approval for
the issuance of 20% or more of SmarTalk's Common Stock under this Agreement. In
the event 


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the Required Consent is not obtained in accordance with the preceding sentence,
Fletcher shall have the right to convert up to that amount of the Investment
Rights, the exercise of which would result in the total number of shares issued
hereunder to exceed 19.9% of the Original Number into a note (an "Excess Note")
by delivery of an Excess Notice (as defined below) in an amount equal to the
sum of up to (A) the product of (x) the positive excess of the closing price
(the "Excess Closing Price") as reported by Bloomberg of the Common Stock on the
NASDAQ National Market (or such other national securities exchange on which the
Common Stock is then listed) on the Excess Notice Date (as defined below) over
the applicable Investment Right Price and (y) the number of shares of Common
Stock that would be issuable in respect of the complete exercise of the Initial
Investment Right but for the Issuance Blockage, and (B) the Adjustment Amount.
All computations in the preceding sentence with respect to the Investment Right
Price and the number of shares of Common Stock issuable shall be determined as
if the Excess Notice Date were the Notice Date. In addition, in the event the
Required Consent is not obtained and any Excess Note is outstanding, SmarTalk
shall not issue any securities or incur any indebtedness for borrowed money
(other than indebtedness incurred pursuant to a revolving bank credit agreement
which may be entered into either before or after the Closing Date ("Bank
Debt") or in the ordinary course of SmarTalk's business), except in connection
with the repurchase of Excess Notes. The Excess Note(s) shall be subordinated
in right of payment to the Bank Debt, provided that such subordination shall
not affect SmarTalk's obligation to pay such Excess Note(s) when due. To
convert Investment Rights into an Excess Note, Fletcher shall deliver one or
more written notices in the form attached hereto as Annex D (an "Excess
Notice") to SmarTalk from time to time. The date upon which Fletcher causes an
Excess Notice to be delivered to SmarTalk, by hand, facsimile, electronic
transmission or otherwise, shall be the "Excess Notice Date" with respect to
such exercise of the Investment Rights, which date shall be deemed to be an
Investment Closing Date for purposes of Section 3 hereof. Each Excess Note shall
be due and payable eighteen months after the date of issuance and bear interest
at an interest rate of 10% per annum for the first six months, and 15% per
annum thereafter. Notwithstanding anything else in this Section 7(h) (and in
addition to SmarTalk's obligation to seek the Required Consent pursuant to the
first sentence of this Section 7(h)), if at any time Fletcher delivers an
Investment Notice and SmarTalk is unable to issue all or any portion of the
shares identified therein as a result of the 

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     Issuance Blockage, SmarTalk shall issue to Fletcher an Excess Note (on the
     terms described in this Section 7(h)) in amount equal to the sum of (A) the
     product of (x) the positive excess of the closing price as reported by
     Bloomberg of the Common Stock on the NASDAQ National Market (or such other
     national securities exchange on which the Common Stock is then listed) on
     the Excess Notice Date over the applicable Investment Right Price and (y)
     the number of shares of Common Stock that would be issuable in respect of
     such exercise of the Initial Investment Right but for the Issuance
     Blockage, and (B) the Adjustment Amount identified in such Investment
     Notice for which shares of Common Stock are not issued as a result of the
     Issuance Blockage; provided that, for such purpose the shares issuable upon
     the exercise of the Adjustment Right shall be issued in full prior to the
     issuance of any shares issuable with respect to the exercise of the Initial
     Investment Right.

     6.   Unless the context otherwise requires, any reference in the Agreement
or this Amendment to the Agreement shall be deemed to refer to the Agreement as
amended by this Amendment. SmarTalk hereby represents and warrants to Fletcher
that (a) except to the extent that paragraphs i. and j. of Section 3 of the
Agreement are not true and correct as a result of the accounting treatment of
acquisitions completed in 1997 and the components of the restructuring charge
taken by SmarTalk in 1997, as such issues are referenced in SmarTalk's press
release dated August 16, 1998, SmarTalk's representations and warranties
contained in Section 3 of the Agreement are true and correct as of the date of
the Amendment and (b) except for SmarTalk's failure to deliver the Increase
Notice (as defined in the Agreement) due August 10, 1998, SmarTalk has complied
fully with all the covenants and agreements in the Agreement. Concurrent with
the execution of this Amendment, SmarTalk has delivered to Fletcher a
certificate of the Chief Executive Officer or the Chief Financial Officer of
SmarTalk dated as of the date hereof and to such effect. Fletcher hereby
represents and warrants to SmarTalk that (a) Fletcher's representations and
warranties contained in Section 4 of the Agreement are true and correct as of
the date of the Amendment and (b) Fletcher has complied fully with all the
covenants and agreements in the Agreement. Concurrent with the execution of
this Amendment, Fletcher has delivered to SmarTalk a certificate of an
appropriate officer of Fletcher dated as of the date hereof and to such effect.

     7.   SmarTalk and Fletcher, for themselves and on behalf of their
respective directors, officers, employees, affiliates, controlling persons,
agents and representatives and their successors and assigns, hereby release and
discharge one another and


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each other's respective directors, officers, employees, affiliates, controlling
persons, agents and representatives and their successors and assigns from any
and all liability, demands, claims, actions or causes of action arising from
facts or circumstances occurring or in existence prior to the date of this
Amendment that relate to the accounting treatment of acquisitions completed in
1997 and the components of the restructuring charge taken by SmarTalk in 1997,
as such issues are referenced in SmarTalk's press release dated August 16, 1998;
provided; however, that such release and discharge shall not be applicable to
liability, demands, claims, actions or causes of action arising out of or in
connection with, nor have the effect of prohibiting Fletcher's participation (as
lead plaintiff or otherwise) in, any class action against SmarTalk, its
directors, officers, employees, affiliates, controlling persons, agents and
representatives and their successors and assigns commenced prior to the date of
this Amendment, and SmarTalk hereby agrees to waive any objection to Fletcher's
participation (as lead plaintiff or otherwise) therein.

     8.   This Amendment may be executed in one or more counterparts and it is
not necessary that signatures of all parties appear on the same counterpart,
but such counterparts together shall constitute but one and the same Amendment.







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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment, all as of the day and year first above written.



                              SMARTALK TELESERVICES, INC.

                              By: /s/ ERICH SPANGENBERG
                                 -------------------------
                              Name: Erich Spangenberg
                              Title: CEO

                              FLETCHER INTERNATIONAL LIMITED

                              By: /s/ DENIS J. KIELY
                                 ---------------------------
                              Name:  Denis J. Kiely
                              Title: Alternate Director 


                              By: /s/ MICHAEL AUSTIN
                                 ---------------------------
                              Name:  Michael Austin
                              Title: Director 


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