<PAGE> 1
Filed pursuant to Rule
424(b)(3) and (c)
Registration No. 333-42365
SECOND PROSPECTUS SUPPLEMENT DATED JUNE 9, 1998
TO PROSPECTUS DATED APRIL 9, 1998 AND FIRST
PROSPECTUS SUPPLEMENT DATED APRIL 23, 1998
SMARTALK TELESERVICES, INC.
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
This Second Prospectus Supplement amends and supplements the Prospectus
dated April 9, 1998, as amended and supplemented by that First Prospectus
Supplement dated April 23, 1998 (collectively, the "Prospectus"), relating to
the 5 3/4% Convertible Subordinated Notes Due 2004 and the shares of common
stock, no par value, of SmarTalk TeleServices, Inc., a California corporation,
that are issuable upon conversion of the Notes. All capitalized terms used but
not otherwise defined in this Prospectus Supplement shall have the meanings
ascribed thereto in the Prospectus.
The Prospectus is hereby amended to modify the Selling Securityholders
table on pages 25-28 of the Prospectus to add the following information to the
end thereof:
The table below sets forth information as of June 9, 1998 concerning
beneficial ownership of the Notes of the Selling Securityholders listed therein.
All information concerning beneficial ownership has been furnished by such
Selling Securityholders.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF COMMON STOCK COMMON
AMOUNT OF NOTES OFFERED OWNED PRIOR STOCK OFFERED
NAME OF SELLING SECURITYHOLDER NOTES OWNED HEREBY TO OFFERING(1) HEREBY(2)
------------------------------ ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
BNP Arbitrage SNC...................... $2,300,000(3) $2,300,000 93,719(4) 87,619
HBK Finance L.P. ...................... $4,860,000(5) $4,860,000 185,143 185,143
HBK Offshore Fund Ltd. ................ $2,205,000(5) $2,205,000 84,000 84,000
HBK Securities Ltd. ................... $6,235,000(5) $6,235,000 237,524 237,524
</TABLE>
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(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholders are convertible at the initial conversion rate,
excluding fractional shares. Fractional shares will not be issued upon
conversion of the Notes; rather, cash will be paid in lieu of fractional
shares, if any. The conversion rate and the number of shares of Common Stock
issuable upon conversion of the Notes are subject to adjustment under
certain circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by the
Selling Securityholders at the initial conversion rate and the offering of
such shares by such Selling Securityholders pursuant to this Prospectus. The
Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Notes
may increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(3) Represents additional Notes not previously listed.
(4) Includes 6,100 shares of Common Stock presently owned by such Selling
Securityholder.
(5) Represents the total amount of Notes owned by such Selling Securityholders
as of the date hereof.
