-----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, M6jkpiwYcPhduRTLeQrrZh7wPT3TBFJ3qdscPgPA9KLmerJA8l2UBozRwgbBrce4 QZiyhg4G3asa4zQ1F9uGwQ== 0000950150-98-000071.txt : 19980116 0000950150-98-000071.hdr.sgml : 19980116 ACCESSION NUMBER: 0000950150-98-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980115 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: 98507524 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 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): December 31, 1997 SmarTalk TeleServices, Inc. (Exact name of registrant as specified in its charter) California (State or jurisdiction of incorporation) 0-21579 95-4502740 (Commission File Number) (IRS Employer Identification No.) 1640 South Sepulveda Boulevard, Suite 500, Los Angeles, CA 90025 (Address of principal executive offices) (Zip Code) (310) 444-8800 (Registrant's Telephone Number) 2 ITEM 2. ACQUISITION OF ASSETS. On December 31, 1997, SmarTalk TeleServices, Inc., a California corporation ("SmarTalk"), consummated the previously announced acquisition of ConQuest Telecommunication Services Corp., a Delaware corporation ("ConQuest"), through a merger (the "Merger") in which SMTK Acquisition Corp. II, a Delaware corporation and a wholly-owned subsidiary of SmarTalk ("Acquiror"), merged with and into ConQuest pursuant to the Agreement and Plan of Reorganization and Merger, dated as of July 30, 1997 (the "Agreement"), by and among SmarTalk, Acquiror and ConQuest. Pursuant to the Agreement, the holders of shares of the common stock, par value $0.001 per share, of ConQuest (the "Shares") will receive in exchange for each Share 7.63 shares of the common stock, no par value, of SmarTalk (the "SmarTalk Common Stock"). It is expected that up to 4,846,640 shares of SmarTalk Common Stock will be issued upon conversion of outstanding Shares and outstanding warrants and options. The Agreement was filed previously as Exhibit 2.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997. The merger consideration was determined based upon arms-length negotiations between SmarTalk and ConQuest. To the best of SmarTalk's knowledge, prior to the execution of the Agreement, there was no material relationship between ConQuest and SmarTalk or any affiliates of SmarTalk, any director or officer of SmarTalk or any associate of any such director or officer. In addition, on December 31, 1997, SmarTalk issued a press release announcing the consummation of the Merger, which press release is filed as Exhibit 99.2 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED The required financial statements were filed previously in SmarTalk's Registration Statement on Form S-4 with Registration No. 333-41317. (b) PRO FORMA FINANCIAL INFORMATION The required pro forma financial information was filed previously in SmarTalk's Registration Statement on Form S-4 with Registration No. 333-41317. 3 (c) EXHIBITS 2.1 Agreement and Plan of Reorganization and Merger, dated as of July 30, 1997, by and among SmarTalk TeleServices, Inc., SMTK Acquisition Corp. II and ConQuest Telecommunication Services Corp.(1) 99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices, Inc.(2) 99.2 Press release, dated December 31, 1997, of SmarTalk TeleServices, Inc. - ----------------- (1) Filed previously as Exhibit 2.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997. (2) Filed previously as Exhibit 99.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997. 4 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 thereunto duly authorized. SMARTALK TELESERVICES, INC. (Registrant) By /s/ ERICH L. SPANGENBERG ------------------------ Erich L. Spangenberg Vice Chairman and Chief Operating Officer Date: January 15, 1998 5 EXHIBIT INDEX Number Subject Matter - ------ -------------- 2.1 Agreement and Plan of Reorganization and Merger, dated as of July 30, 1997, by and among SmarTalk TeleServices, Inc., SMTK Acquisition Corp. II and ConQuest Telecommunication Services Corp.(1) 99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices, Inc.(2) 99.2 Press release, dated December 31, 1997, of SmarTalk TeleServices, Inc. - ----------------- (1) Filed previously as Exhibit 2.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997. (2) Filed previously as Exhibit 99.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997. EX-99.2 2 PRESS RELEASE, DATED DECEMBER 31, 1997 1 EXHIBIT 99.2 [SMARTALK LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE - --------------------- SMARTALK: William Kahn, Director, Corporate Communications (310) 444-8800, ext. 133 Investor Relations: Seiler Martin Ekman, LLC (310) 312-7880 SMARTALK(SM) COMPLETES CONQUEST ACQUISITION ACQUISITION ADDS 6,000 RETAIL LOCATIONS December 31, 1997 (Los Angeles) -- SmarTalk(SM) TeleServices, Inc. (Nasdaq: SMTK) announced today the completion of the acquisition of ConQuest Telecommunications Services Corp. as a result of overwhelming approval by shareholders of both companies. SmarTalk and ConQuest had previously announced that both companies would hold special meetings of shareholders on December 31, 1997. Approval by shareholders was the final requirement needed to complete this acquisition. Dublin, Ohio-based ConQuest is a developer and marketer of prepaid calling cards and other enhanced telecommunications services, including domestic and international calling services for the tour and travel industry. ConQuest's retail distribution network includes Winn-Dixie, Marathon Oil, SuperAmerica, Pick Kwik Food Stores and Emro Marketing, which includes convenience stores and service stations such as Speedway and Starvin' Marvin. ConQuest also provides long-distance and other operator services to franchisees of Holiday Inn, Ramada Inn, Comfort Inns and Days Inn. Under terms of the acquisition, each share of ConQuest Common Stock will be automatically converted into the right to receive 7.63 shares of SmarTalk Common Stock. ConQuest will become a wholly-owned subsidiary of SmarTalk. SmarTalk manufactures and distributes prepaid calling cards and other enhanced telecommunications products which are sold at retail. On December 22nd, the Company SMARTALK TeleServices, Inc. o 1640 South Sepulveda Blvd., Ste 500 o Los Angeles, California 90025 o Tel: 310 444-8800 o Fax: 310 444-8822 2 SMARTALK COMPLETES CONQUEST ACQUISITION December 31, 1997 Page 2 - --------------------------------------- announced it had signed an agreement to acquire American Express Telecom, a leading provider of prepaid calling products currently selling phone cards in more than 14,000 locations worldwide. The products include the FirstClass PhoneCard(TM) sold through the U.S. Postal Service and the PhoneFunds(TM) card sold through the National Park Foundation and selected American Express Travel Service Offices. SmarTalk currently maintains agreement giving access to more than 100,000 distribution outlets including mass merchandisers, consumer electronics retailers, supermarkets and home office superstores, such as Office Depot, Sav-On Drug, Osco Drug, CompUSA, Pep Boys, Fingerhut, ACE Cash Express, The Good Guys, Staples, Service Merchandise, Merit Stations, Qwik Shops, Wegmans, OfficeMax, Eckerd Drug, Food4Less, Ralphs Supermarkets, Best Buy, and Builders Square, as well as university book stores and convenience stores throughout North America, and with distributors including WH Smith in the United Kingdom. SmarTalk also offers specialized value-added promotional phone card programs to corporate clients including Gillette, Hewlett-Packard, Wells Fargo Bank, Nabisco, Pfizer and Prudential Securities. The Company maintains strategic marketing partnerships with Choice Hotels and HFS, the two largest hotel franchisers in the US, along with Simon DeBartolo Group, the largest publicly-traded real estate company and operator of shopping malls in North America. Based in Los Angeles, with additional offices in Boston, Orlando, Boca Raton, San Francisco, Rochester, Dublin Ohio, Butler Pennsylvania, Toronto and the UK, SmarTalk is a member of the Telecommunications Resellers Association, International Telecard Association and the Consumer Electronics Manufacturer's Association. Note: Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform act of 1995. Such statements include, but are not limited to the Company's plan to complete the acquisition of American Express Telecom, Inc. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, risks related to the Company's ability to complete the American Express acquisition, market acceptance and consumer demand for the new products and services, the success of the new technologies and pricing dependence on third-party vendors. Investors who seek more information about the Company's business and relevant risk factors may wish to review the Company's SEC reports, including, but not limited to, its Annual Report on Form 10-K for 1996, and quarterly reports on Form 10-Q. # # # -----END PRIVACY-ENHANCED MESSAGE-----