-----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, Hx4t9+sBpHwokYdRHgCbJ1QSul9kKFuA7i/UI4HDCZGCI/JG7doHGb7hgVnigQwn WRPbqLMfkYB6JFFRIbuY9g== 0000950150-98-001723.txt : 19981109 0000950150-98-001723.hdr.sgml : 19981109 ACCESSION NUMBER: 0000950150-98-001723 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981106 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981106 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: 98739891 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 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):November 6, 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) ================================================================================ 2 ITEM 5. OTHER EVENTS On November 6, 1998, SmarTalk TeleServices, Inc. (the "Company") announced that it had filed an amended Annual Report on Form 10-K/A for the year ended December 31, 1997 and amended Quarterly Reports on Form 10-Q/A for the quarters ended March 30, 1998 and June 30, 1998 and had issued final restated financial results for the year ended December 31, 1997 and the quarters ended March 30, 1998 and June 30, 1998 in connection therewith. The Company also announced that it anticipated releasing its financial results for the quarter ended September 30, 1998 after the close of business on November 12, 1998. 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 Issues Final Restated Results for 1997 and Q1 and Q2 1998, dated November 6, 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: November 6, 1998 /s/ Thaddeus Bereday -------------------- (Signature) Thaddeus Bereday Vice President and General Counsel EX-99.1 2 PRESS RELEASE 1 [LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Contact: Pamela Bennett Manager, Investor Relations (614) 789-8650 SMARTALK ISSUES FINAL RESTATED RESULTS FOR 1997 AND Q1 AND Q2 1998 Friday, November 6, 1998 (Columbus, Ohio): SmarTalk TeleServices, Inc. (Nasdaq:SMTK) today announced that the previously announced accounting review for 1997 and the first two quarters of 1998 has been completed. As previously announced, this review has been led by the Company with the assistance of PricewaterhouseCoopers LLP, the Company's independent accountants, and was reviewed by Arthur Andersen LLP. The Company has filed an amended Form 10K for 1997 and amended Form10Q's for the first and second quarters of 1998. Chief executive officer Erich Spangenberg said, "We are pleased to have this review behind us and to have completed the filing of our restated financials with the SEC. As we have stated previously, the review found no fraud or other improprieties. We are now able to turn our full attention to maximizing the opportunities that exist in prepaid communications. At its inception, the Company's business related solely to providing plastic cards that permitted the consumer to access long distance. SmarTalk is now not only a leader in prepaid land line communications, but has also entered the fast growing 2 prepaid cellular market. Utilizing our position at retail and our experience in prepaid, we anticipate continuing to expand our prepaid communications offerings and to maintain our leadership position in the industry." Wayne V. Wooddell, chief financial officer of SmarTalk stated, "As we discussed in the press release dated October 22, 1998, the in-process research and development (IPR&D) charge was still being reviewed. An independent valuation firm completed the review of the IPR&D charge and determined its value to be $13.4 million, as opposed to the $5.0 million that had been assumed for purposes of the October 22, 1998 press release and the $39.2 million charge originally reported. This actual IPR&D charge will reduce amortization expense by $8.4 million over the estimated 15-year life of the related goodwill from the amount previously assumed for purposes of the October 22, 1998 press release. The restated net loss for 1997 is $25.7 million. The restated net loss for the first quarter of 1998 is $15.3 million, and the restated net loss for the second quarter of 1998 is $29.2 million." SmarTalk anticipates releasing its third quarter 1998 results after the close of business on Thursday November 12th. 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-thinking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including: statements regarding the ability to maximize opportunities that exist in prepaid communications following completion of the accounting review and the ability to expand SmarTalk's prepaid product offerings. 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 limitations, risks relating to: the risk that the SEC could disagree with the Company's accounting treatment with respect to restatement items; difficulties in achieving the Company's future 3 business strategy due to the highly competitive nature of the Company's business and the uncertainty in consumer acceptance for the Company's products, including its prepaid cellular product offering; possible difficulty in obtaining financing on acceptable terms for the Company's future growth; and difficulty in integrating the Company's operations acquired primarily through acquisitions. 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-----