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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): August 10, 1998
SMARTALK TELESERVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
CALIFORNIA 0-21579 95-4502740
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5080 TUTTLE CROSSING BOULEVARD 43017
DUBLIN, OHIO (Zip Code)
(Address of Principal
Executive Offices)
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Registrant's telephone number, including area code: (614) 789-8500
No Change
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(Former name or former address, if changed since last report)
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Item 5. Other
On August 10, 1998, SmarTalk TeleServices, Inc. (the "Company") announced that
it would postpone the release of its quarterly results for the quarter ended
June 30, 1998. The Company's independent accountants, PricewaterhouseCoopers,
LLP ("PwC"), recently informed management about potentially significant issues
with the Company's accounting treatment for acquisitions that occurred during
1997 and certain other items relating to 1997. The Company intends to evaluate
and promptly resolve these issues and then release its results for the quarter
ended June 30, 1998. The accounting treatment of these transactions was
previously reviewed by PwC in connection with the Company's annual audit. The
Company's anticipated second quarter, year-end and prior quarterly results
could be materially affected by any adjustments resulting from this accounting
review.
The information set forth in the press release attached hereto as Exhibit 99.1
is incorporated herein by reference in its entirety.
Item 7. Exhibit
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Exhibit No. Description
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99.1 Press Release: SmarTalk Postpones Announcement of Second
Quarter Results, dated August 10, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SMARTALK TELESERVICES, INC.
(Registrant)
Date: August 13, 1998 /s/ Thaddeus Bereday
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(Signature)
Thaddeus Bereday
Vice President and General Counsel
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EXHIBIT 99.1
MONDAY AUGUST 10, 7:01 PM EASTERN TIME
COMPANY PRESS RELEASE
SMARTALK POSTPONES ANNOUNCEMENT OF
SECOND QUARTER RESULTS
COLUMBUS, Ohio--(BUSINESS WIRE)--August 10, 1998--SmarTalk TeleServices, Inc.
(Nasdaq:SMTK - news) today announced that it is postponing the release of its
quarterly results for the quarter ended June 30, 1998. The Company had
anticipated announcing revenues of $51.8 million, net income from continuing
operations of $1.9 million and earnings per share from continuing operations of
$0.08. These results reflect the proposed treatment of SmarTalk's recent
acquisition of Worldwide Direct on a pooling-of-interests basis.
The Company's independent accountants, PricewaterhouseCoopers, LLP ("PwC"),
have recently informed management about potentially significant issues with the
Company's accounting treatment for acquisitions that occurred during 1997 and
certain other items relating to 1997. The accounting treatment of these
transactions was previously reviewed by PwC in connection with the Company's
annual audit.
The Company intends to evaluate and promptly resolve these issues and then
release its results for the quarter ended June 30, 1998. The Company's
anticipated second quarter, year-end and prior quarterly results could be
materially affected by any adjustments resulting from this accounting review.
SmarTalk will not be holding the previously-announced conference call for
analysts that was scheduled for tomorrow morning.
SmarTalk TeleServices, Inc. currently maintains distribution agreements with
the U.S. Postal Service and leading mass merchandisers, consumer electronics
retailers, supermarkets, hotels, home office superstores and convenience stores
throughout North America and the U.K. The Company also creates promotional
phone card programs for advertisers and corporate clients. Visit the SmarTalk
website at www.smartalk.com.
Note: Certain statements made herein that are not historical in nature are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the potential
significance of accounting issues, the Company's intention to evaluate and
resolve issues and the possibility that previously reported results could be
negatively affected. Investors are cautioned that all forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in such forward-looking statements.
These risks include, without limitation, risks relating to the potential
significance of accounting issues, the timing at which these issues were
presented to the Company's management, the Company's ability to identify,
evaluate and resolve any such issues, and the severity of potential impact on
past and future results. Investors who seek more information about the
Company's business and relevant risk factors may wish to review the Company's
SEC reports, including, without limitation, its Annual Report on Form 10-K for
1997 and its Quarterly Reports on Form 10-Q.
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Contact:
SmarTalk Teleservices, Inc., Columbus
Pamela Bennett, 614/789-8650 (Investor Relations)
