-----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, Fh49l4xnK8txCEiBPwXYul3Ihg/TRachPqiK7mcd6qkVsdaw7WzPekYAyEnRDZbd SoESQwJAZhlh4bV4Gjeykw== 0000950150-98-000742.txt : 19980508 0000950150-98-000742.hdr.sgml : 19980508 ACCESSION NUMBER: 0000950150-98-000742 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980507 EFFECTIVENESS DATE: 19980507 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: S-8 SEC ACT: SEC FILE NUMBER: 333-52069 FILM NUMBER: 98612875 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on May 7, 1998 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- SMARTALK TELESERVICES, INC. (Exact name of registrant as specified in its charter) California 95-4502740 (State or other jurisdiction of (I.R.S. Employer ID No.) incorporation or organization)
5500 Frantz Road, Suite 125 Dublin, Ohio 43017 (614) 764-2933 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) SMARTALK TELESERVICES, INC. 1996 NONQUALIFIED STOCK OPTION PLAN 1996 STOCK INCENTIVE PLAN (Full title of the plans) Thaddeus Bereday SmarTalk TeleServices, Inc. 5500 Frantz Road, Suite 125 Dublin, Ohio 43017 (614) 799-4538 (614) 764-4801 (fax) (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------ Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered offering price per aggregate offering registration fee share(1) price(1) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, no 3,033,052 100% $60,661,040 $17,895 par value per share
- --------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based upon the average of the high and low prices reported on the Nasdaq Stock Market on May 1, 1998. There are also registered hereunder such additional indeterminate number of shares as may be issued as a result of the antidilution provisions of the Plans. 2 STATEMENT This Registration Statement on Form S-8 relating to the Registrant's 1996 Nonqualified Stock Option Plan and 1996 Stock Incentive Plan is being filed to register additional securities of the same class as other securities for which an earlier-filed Registration Statement on Form S-8 relating to the 1996 Nonqualified Stock Option Plan and 1996 Stock Incentive Plan is effective. Pursuant to Instruction E on Form S-8, the contents of such earlier Registration Statement (No. 333-36543) are incorporated herein by reference. The total number of shares of Common Stock relating to the 1996 Nonqualified Stock Option Plan and 1996 Stock Incentive Plan, including the 3,033,052 shares in this registration statement, is 4,500,000. 1 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the County of Los Angeles, State of California on the date indicated below. SMARTALK TELESERVICES, INC. Date: May 7, 1998 By: /s/ THADDEUS BEREDAY -------------------------------- Thaddeus Bereday General Counsel, Vice President - Legal Affairs Each of the undersigned hereby constitutes and appoints Robert H. Lorsch, Erich L. Spangenberg and Thaddeus Bereday such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in such person's name and on such person's behalf, in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or such attorneys-in-fact's substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ ROBERT H. LORSCH Chairman of the Board of Directors May 7, 1998 - -------------------------------- Robert H. Lorsch /s/ ERICH L. SPANGENBERG Vice Chairman of the Board of Directors May 7, 1998 - -------------------------------- and Chief Executive Officer Erich L. Spangenberg (Principal Executive Officer) /s/ GLEN ANDREW FOLCK Chief Financial Officer and Vice May 7, 1998 - -------------------------------- President Finance/Operations Glen Andrew Folck (Principal Financial and Accounting Officer)
2 4
Signature Title Date - --------- ----- ---- /s/ AHMED O. ALFI - -------------------------------- Director May 7, 1998 Ahmed O. Alfi /s/ FRED F. FIELDING - -------------------------------- Director May 7, 1998 Fred F. Fielding /s/ KENNETH A. VIELLIEU - -------------------------------- Director May 7, 1998 Kenneth A. Viellieu /s/ ROBERT M. SMITH - -------------------------------- Director May 7, 1998 Robert M. Smith
3 5 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 5.1 Opinion of Dewey Ballantine LLP with respect to the legality of the securities being registered 23.1 Consent of Dewey Ballantine LLP (contained in their opinion filed herewith as Exhibit 5.1) 23.2 Consent of Price Waterhouse LLP 24.1 Power of Attorney of directors and certain officers of the Company (included in Signature Page)
4 EX-5.1 2 OPINION OF DEWEY BALLANTINE 1 EXHIBIT 5.1 May 1, 1998 SmarTalk TeleServices, Inc. 5500 Frantz Road, Suite 125 Dublin, Ohio 43017 Gentlemen: We have acted as counsel to SmarTalk TeleServices, Inc., a California corporation (the "Company"), in connection with the preparation and filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 3,033,052 shares of Common Stock, no par value (the "Shares"), of the Company which may be issued upon exercise of stock options pursuant to the 1996 Nonqualified Stock Option Plan and the 1996 Stock Incentive Plan (collectively, the "Plans") of the Company. We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers of the Company and such other instruments as we have deemed necessary or appropriate as a basis for the opinions expressed below. Based on the foregoing, we are of the opinion that: 1. The issuance of the Shares upon exercise of options granted under the Plans has been lawfully and duly authorized; and 2. When the Shares have been issued and delivered in accordance with the terms of the Plans, the Shares will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Dewey Ballantine LLP EX-23.2 3 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 1998 appearing in Part II, Item 8. "Financial Statements - Report of Independent Accountants" of SmarTalk TeleServices, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997. /s/ Price Waterhouse LLP Price Waterhouse LLP Century City, California May 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----