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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SMARTALK TELESERVICES, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4502740
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1640 SOUTH SEPULVEDA BOULEVARD, SUITE 500, LOS ANGELES, CALIFORNIA 90025
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
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If this Form relates to the registration of a class of debt securities and
is effective upon filing, pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK (NO PAR VALUE)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the common stock of SmarTalk TeleServices, Inc.
(the "Registrant"), no par value per share (the "Common Stock"), set
forth under the caption "Description of Capital Stock" in the
Registrant's Registration Statement on Form S-1 (Registration No. 333-
10391) filed with the Securities and Exchange Commission on August 19,
1996, or as subsequently amended (the "Registration Statement"), and
in the Prospectus included therein, is incorporated herein by
reference. The Form of Prospectus to be subsequently filed by the
Registrant pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, shall also be deemed to be incorporated by reference
herein.
ITEM 2. EXHIBITS
3.1 Amended and Restated Articles of Incorporation (Incorporated by
reference to Exhibit 3.1 of Amendment No. 1 to the Registration
Statement filed with the Securities and Exchange Commission on
September 25, 1996).
3.2 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2
of Amendment No. 1 to the Registration Statement filed with the
Securities and Exchange Commission on September 25, 1996).
4.1 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.2
of the Registration Statement filed with the Securities and Exchange
Commission on August 19, 1996).
99.1 Pages 53-54 of the Prospectus included in Amendment No. 2 to the
Registration Statement filed with the Securities and Exchange
Commission on October 10, 1996, setting forth the "Description of
Capital Stock."
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SMARTALK TELESERVICES, INC.
October 11, 1996
By: /s/ Robert H. Lorsch
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Robert H. Lorsch
Chairman of the Board of Directors,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description Page Number
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3.1 Amended and Restated Articles of Incorporation
(Incorporated by reference to Exhibit 3.1 of
Amendment No. 1 to the Registration Statement filed
with the Securities and Exchange Commission on
September 25, 1996).
3.2 Amended and Restated Bylaws (Incorporated by reference
to Exhibit 3.2 of Amendment No. 1 to the Registration
Statement filed with the Securities and Exchange
Commission on September 25, 1996).
4.1 Specimen Stock Certificate (Incorporated by reference
to Exhibit 4.2 of the Registration Statement filed
with the Securities and Exchange Commission on August
19, 1996).
99.1 Pages 53-54 of the Prospectus included in Amendment
No. 2 to the Registration Statement filed with the
Securities and Exchange Commission on October 10, 1996,
setting forth the "Description of Capital Stock."
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EXHIBIT 99.1
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, no par value, and 10,000,000 shares of Preferred Stock, no par
value. As of September 23, 1996, there were 8,824,834 shares of Common Stock
issued and outstanding held by 11 shareholders of record and no shares of
Preferred Stock issued and outstanding. As of September 23, 1996, there were
510,514 shares of Common Stock subject to stock options.
The following statements are brief summaries of certain provisions with
respect to the Company's capital stock contained in its Articles and Bylaws,
copies of which have been filed as exhibits to the Registration Statement. The
following is qualified in its entirety by reference thereto.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share on all
matters to be voted on by shareholders and have cumulative voting rights with
respect to the election of directors. Subject to the prior rights of holders of
Preferred Stock, if any, the holders of Common Stock are entitled to receive
such dividends, if any, as may be declared from time to time by the board of
directors in its discretion from funds legally available therefor. Upon
liquidation or dissolution of the Company, the remainder of the assets of the
Company will be distributed ratably among the holders of Common Stock after
payment of liabilities and the liquidation preferences of any outstanding shares
of Preferred Stock. The Common Stock has no preemptive or other subscription
rights and there are no conversion rights or redemption or sinking fund
provisions with respect to such shares. All of the outstanding shares of Common
Stock are, and the shares to be sold in this Offering will be, fully paid and
nonassessable.
PREFERRED STOCK
The Company is authorized to issue 10,000,000 shares of undesignated
Preferred Stock. The board of directors has the authority to issue the Preferred
Stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, preemption rights, terms of redemption, redemption
prices, sinking fund provisions, liquidation preferences and the number of
shares constituting a series or the designation of such series, without further
vote or action by the shareholders. The issuance of Preferred Stock may have the
effect of delaying, deferring or preventing a change in control of the Company
without further action by the shareholders and may adversely effect the market
price of, and the voting and other rights of, the holders of Common Stock. At
present, the Company has no shares of Preferred Stock outstanding and has no
plans to issue any shares of the Preferred Stock.
REGISTRATION RIGHTS
SmarTalk Partners, the holder of 2,447,449 shares of Common Stock
following the Offering (the "Registrable Shares"), is entitled to certain rights
with respect to the registration of such shares of Common Stock under the
Securities Act. If the Company proposes to register any of its securities under
the Securities Act for its own account, the Company must notify SmarTalk
Partners of the Company's intent to register such Common Stock and allow
SmarTalk Partners an opportunity to include the Registerable Shares in the
Company's registration. SmarTalk Partners also has the right, from and after
such time as the Company has closed an initial public offering of its Common
Stock, to require the Company to prepare and file a registration statement under
the Securities Act pertaining to the Registerable Shares. The Company is
required to use its best efforts to effect such registration so long as such
request relates to Registrable Shares constituting 5% or more of the Company's
issued and outstanding Common Stock. The Company need only cause one such
registration to become
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effective during any one year period. These registration rights are subject to
certain limitations and restrictions including the right of the underwriters of
any offering of the Company's Common Stock to limit the number of Registerable
Shares included in the registration. Generally, the Company is required to pay
all registration expenses in connection with each registration of Registrable
Shares pursuant to these registration rights. SmarTalk Partners has agreed that,
in any registration in which it is participating effected pursuant to an
underwritten public offering, it will not effect any public sale or distribution
of any Registerable Shares or any other equity security of the Company within
seven days prior to and for 120 days after the effective date of such
registration. SmarTalk Partners has agreed to a limitation on its ability to
sell or distribute shares of Common Stock and other securities for 180 days
after the date of this Prospectus, without the prior written consent of Salomon
Brothers Inc. See "Underwriting."
CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES AND BYLAWS
Certain provisions of the Company's Articles and Bylaws may have the
effect of making it more difficult for a third party to acquire, or of
discouraging a third party from attempting to acquire, control of the Company.
Such provisions could limit the price that certain investors might be willing to
pay in the future for shares of the Common Stock. Certain of these provisions
allow the Company to issue Preferred Stock without any vote or further action by
the shareholders, to eliminate the right of shareholders to act by written
consent without a meeting and to eliminate cumulative voting in the election of
directors. The authorization of undesignated Preferred Stock makes it possible
for the board of directors to issue Preferred Stock with voting or other rights
or preferences that could impede the success of any attempt to change control of
the Company. These provisions may also make it more difficult for shareholders
to take certain corporate actions.
LIMITATION ON LIABILITY AND INDEMNIFICATION
The Company has adopted provisions in its Articles that eliminate, to the
fullest extent permissible under California law, the liability of its directors
to the Company for monetary damages. Such limitation of liability does not
affect the availability of equitable remedies such as injunctive relief or
rescission. The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by California law,
including in circumstances in which indemnification is otherwise discretionary
under California law. The Company has entered into indemnification agreements
with its officers and directors containing provisions which may require the
Company, among other things, to indemnify the officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature), and to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified.
TRANSFER AGENT
The transfer agent and registrar for the Company's Common Stock is U. S.
Stock Transfer Corporation.
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