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As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SMARTALK TELESERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 95-4502740
(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
</TABLE>
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)
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Calculation of Registration Fee
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<CAPTION>
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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)
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<S> <C> <C> <C> <C>
Common Stock, no 3,033,052 100% $60,661,040 $17,895
par value per share
</TABLE>
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(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.
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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
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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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/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)
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/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
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
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)
</TABLE>
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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
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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
