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Filed pursuant to Rule 424(b)(3) and (c)
SEC File No. 333-42365
FIRST PROSPECTUS SUPPLEMENT DATED APRIL 23, 1998
TO PROSPECTUS DATED APRIL 9, 1998
SMARTALK TELESERVICES, INC.
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
This prospectus supplement amends and supplements the Prospectus dated
April 9, 1998 (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 April 23, 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 COMMON
PRINCIPAL AMOUNT OF 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>
Baptist Health of So. Florida............ $ 26,000(3) $ 26,000 990 990
Boston Museum of Fine Arts............... 11,000(3) 11,000 419 419
Donaldson, Lufkin & Jenrette Securities
Corporation............................ 7,731,000(3) 7,731,000 294,514 294,514
Dunham & Associates Fund II.............. 7,000(3) 7,000 267 267
Dunham & Associates Fund III............. 7,000(3) 7,000 267 267
Engineers Joint Pension Fund............. 38,000(3) 38,000 1,448 1,448
Merrill Lynch International Ltd.......... 9,550,000(3) 9,550,000 363,809 363,809
Nicholas-Applegate Income & Growth
Fund................................... 387,000(3) 387,000 14,743 14,743
San Diego City Retirement................ 107,000(3) 107,000 4,076 4,076
San Diego County......................... 327,000(3) 327,000 12,457 12,457
Smith Barney Inc......................... 11,710,000 11,710,000 446,095 446,095
Wake Forest University................... 90,000(3) 90,000 3,429 3,429
</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. This amount is in
addition to the amount listed as being beneficially owned by such Selling
Securityholder in the Prospectus dated April 9, 1998.
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