<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------------
Date of Report (Date of earliest event reported):November 6, 1998
SMARTALK TELESERVICES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-21579 95-4502740
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
5080 TUTTLE CROSSING BOULEVARD 43016-3566
DUBLIN, OHIO (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (614) 789-8500
No Change
----------------------------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS
On November 6, 1998, SmarTalk TeleServices, Inc. (the "Company")
announced that it had filed an amended Annual Report on Form 10-K/A for the year
ended December 31, 1997 and amended Quarterly Reports on Form 10-Q/A for the
quarters ended March 30, 1998 and June 30, 1998 and had issued final restated
financial results for the year ended December 31, 1997 and the quarters ended
March 30, 1998 and June 30, 1998 in connection therewith.
The Company also announced that it anticipated releasing its
financial results for the quarter ended September 30, 1998 after the close of
business on November 12, 1998.
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
Exhibit No. Description
99.1 Press Release: SmarTalk Issues Final Restated Results for 1997
and Q1 and Q2 1998, dated November 6, 1998.
2
<PAGE> 3
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: November 6, 1998 /s/ Thaddeus Bereday
--------------------
(Signature)
Thaddeus Bereday
Vice President and General Counsel
<PAGE> 1
[LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Pamela Bennett
Manager, Investor Relations
(614) 789-8650
SMARTALK ISSUES FINAL RESTATED RESULTS FOR 1997
AND Q1 AND Q2 1998
Friday, November 6, 1998 (Columbus, Ohio): SmarTalk TeleServices, Inc.
(Nasdaq:SMTK) today announced that the previously announced accounting review
for 1997 and the first two quarters of 1998 has been completed. As previously
announced, this review has been led by the Company with the assistance of
PricewaterhouseCoopers LLP, the Company's independent accountants, and was
reviewed by Arthur Andersen LLP. The Company has filed an amended Form 10K for
1997 and amended Form10Q's for the first and second quarters of 1998.
Chief executive officer Erich Spangenberg said, "We are pleased to have
this review behind us and to have completed the filing of our restated
financials with the SEC. As we have stated previously, the review found no fraud
or other improprieties. We are now able to turn our full attention to maximizing
the opportunities that exist in prepaid communications. At its inception, the
Company's business related solely to providing plastic cards that permitted the
consumer to access long distance. SmarTalk is now not only a leader in prepaid
land line communications, but has also entered the fast growing
<PAGE> 2
prepaid cellular market. Utilizing our position at retail and our experience in
prepaid, we anticipate continuing to expand our prepaid communications offerings
and to maintain our leadership position in the industry."
Wayne V. Wooddell, chief financial officer of SmarTalk stated, "As we
discussed in the press release dated October 22, 1998, the in-process research
and development (IPR&D) charge was still being reviewed. An independent
valuation firm completed the review of the IPR&D charge and determined its value
to be $13.4 million, as opposed to the $5.0 million that had been assumed for
purposes of the October 22, 1998 press release and the $39.2 million charge
originally reported. This actual IPR&D charge will reduce amortization expense
by $8.4 million over the estimated 15-year life of the related goodwill from the
amount previously assumed for purposes of the October 22, 1998 press release.
The restated net loss for 1997 is $25.7 million. The restated net loss for the
first quarter of 1998 is $15.3 million, and the restated net loss for the second
quarter of 1998 is $29.2 million."
SmarTalk anticipates releasing its third quarter 1998 results after the
close of business on Thursday November 12th.
SmarTalk TeleServices, Inc. is a leading provider of prepaid calling
cards and prepaid wireless services. Based in Dublin, Ohio, SmarTalk 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.
SmarTalk also creates promotional 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-thinking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including: statements regarding the ability to
maximize opportunities that exist in prepaid communications following completion
of the accounting review and the ability to expand SmarTalk's prepaid product
offerings. 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 limitations, risks relating to: the risk that the SEC could disagree
with the Company's accounting treatment with respect to restatement items;
difficulties in achieving the Company's future
<PAGE> 3
business strategy due to the highly competitive nature of the Company's business
and the uncertainty in consumer acceptance for the Company's products, including
its prepaid cellular product offering; possible difficulty in obtaining
financing on acceptable terms for the Company's future growth; and difficulty in
integrating the Company's operations acquired primarily through acquisitions.
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, as each of such documents may be amended.
#####
