UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SmarTalk Teleservices, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
00083169A1
(CUSIP Number)
John A. Sanders, Foley & Lardner, 111 N. Orange Avenue, Suite 1800,
Orlando, Florida 32801-2386
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d- 1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Exhibit Index is on Page 5
<PAGE>
SCHEDULE 13D
CUSIP No. 00083169A1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Harger (S.S. ####-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
1,896,097.70
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
None
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,896,097.70
PERSON 10 SHARED DISPOSITIVE POWER
WITH
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,896,097.70
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
Security: Common Stock, No Par Value (hereinafter
referred to as the "Common Stock")
Issuer: SmarTalk Teleservices, Inc., a
California corporation (hereinafter
referred to as the "Issuer")
Address: 1640 South Sepulveda Boulevard
Suite 500
Los Angeles, CA 90025
Item 2. Identity and Background
(a) Name of Filing Person: William R. Harger (hereinafter
referred to as the "Filing
Person")
(b) Address of Filing Person: c/o John A. Sanders, Esq.
Foley & Lardner
111 N. Orange Avenue, Suite 1800
Orlando, Florida 32801-2386
(c) Present Principal Occupation or Employment and Name of Employer -
Filing Person:
The Filing Person is not presently employed.
(d) & (e) The Filing Person has not during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been subject to
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) The Filing Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Filing Person is the sole beneficial and record owner of
1,896,097.70 shares of Common Stock which he acquired from the
Issuer on June 1, 1997. The Filing Person acquired the
1,896,097.70 shares of Common Stock from Issuer as partial
consideration for selling his common stock in GTI Telecom, Inc.,
a Florida corporation, to Issuer.
Item 4. Purpose of Transaction.
The Filing Person has acquired an interest in the Issuer as an
investment and he acquired his shares with a view toward making
a profit. Based on a number of factors, including the Filing
Person's evaluation of the Company's business prospects and
financial condition, the market for the Company's shares,
general economic and stock market conditions and other
investment opportunities, the Filing Person may purchase
additional shares of Common Stock through the open market or
privately negotiated transactions, or may dispose of all or a
portion of the shares of Common Stock now or hereafter owned.
The Filing Person reserves the right in the future to change the
purpose or purposes described above.
Item 5. Interest in Securities of the Issuer.
(a) The Filing Person is the beneficial and record owner of
1,896,097.70 shares of Common Stock representing approximately
12.2% of the class based upon the number reported as outstanding
for the quarter ended March 31, 1997.
(b) The Filing Person has the sole power to vote and dispose of all
1,896,097.70 shares of Common Stock.
(c) The Filing Person acquired all 1,896,097.70 shares of Common
Stock on June 1, 1997 as partial consideration for the transfer
of his common stock in GTI Telecom, Inc., a Florida corporation,
to Issuer (the "Transaction"). Based upon the average trading
price of the Common Stock on the last business day preceding
June 1, 1997 ($13.50 per share) the Filing Person paid
approximately $25,597,319.00 for his shares of Common Stock.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: July 17, 1997 Signature: /s/ William R. Harger
William R. Harger
