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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
Date of Report (Date of earliest event reported):
December 31, 1997
SmarTalk TeleServices, Inc.
(Exact name of registrant as specified in its charter)
California
(State or jurisdiction of incorporation)
0-21579 95-4502740
(Commission File Number) (IRS Employer Identification No.)
1640 South Sepulveda Boulevard, Suite 500, Los Angeles, CA 90025
(Address of principal executive offices) (Zip Code)
(310) 444-8800
(Registrant's Telephone Number)
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ITEM 2. ACQUISITION OF ASSETS.
On December 31, 1997, SmarTalk TeleServices, Inc., a California
corporation ("SmarTalk"), consummated the previously announced acquisition of
ConQuest Telecommunication Services Corp., a Delaware corporation ("ConQuest"),
through a merger (the "Merger") in which SMTK Acquisition Corp. II, a Delaware
corporation and a wholly-owned subsidiary of SmarTalk ("Acquiror"), merged with
and into ConQuest pursuant to the Agreement and Plan of Reorganization and
Merger, dated as of July 30, 1997 (the "Agreement"), by and among SmarTalk,
Acquiror and ConQuest.
Pursuant to the Agreement, the holders of shares of the common stock,
par value $0.001 per share, of ConQuest (the "Shares") will receive in exchange
for each Share 7.63 shares of the common stock, no par value, of SmarTalk (the
"SmarTalk Common Stock"). It is expected that up to 4,846,640 shares of
SmarTalk Common Stock will be issued upon conversion of outstanding Shares and
outstanding warrants and options. The Agreement was filed previously as
Exhibit 2.1 to SmarTalk's Current Report on Form 8-K dated July 30, 1997.
The merger consideration was determined based upon arms-length
negotiations between SmarTalk and ConQuest. To the best of SmarTalk's
knowledge, prior to the execution of the Agreement, there was no material
relationship between ConQuest and SmarTalk or any affiliates of SmarTalk, any
director or officer of SmarTalk or any associate of any such director or
officer.
In addition, on December 31, 1997, SmarTalk issued a press release
announcing the consummation of the Merger, which press release is filed as
Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
The required financial statements were filed previously in SmarTalk's
Registration Statement on Form S-4 with Registration No. 333-41317.
(b) PRO FORMA FINANCIAL INFORMATION
The required pro forma financial information was filed previously in
SmarTalk's Registration Statement on Form S-4 with Registration No.
333-41317.
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(c) EXHIBITS
2.1 Agreement and Plan of Reorganization and Merger, dated as of
July 30, 1997, by and among SmarTalk TeleServices, Inc., SMTK
Acquisition Corp. II and ConQuest Telecommunication Services
Corp.(1)
99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices,
Inc.(2)
99.2 Press release, dated December 31, 1997, of SmarTalk
TeleServices, Inc.
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(1) Filed previously as Exhibit 2.1 to SmarTalk's Current Report on
Form 8-K dated July 30, 1997.
(2) Filed previously as Exhibit 99.1 to SmarTalk's Current Report on
Form 8-K dated July 30, 1997.
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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 thereunto duly authorized.
SMARTALK TELESERVICES, INC.
(Registrant)
By /s/ ERICH L. SPANGENBERG
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Erich L. Spangenberg
Vice Chairman and
Chief Operating Officer
Date: January 15, 1998
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EXHIBIT INDEX
Number Subject Matter
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2.1 Agreement and Plan of Reorganization and Merger, dated as of July
30, 1997, by and among SmarTalk TeleServices, Inc., SMTK Acquisition
Corp. II and ConQuest Telecommunication Services Corp.(1)
99.1 Press release, dated July 31, 1997, of SmarTalk TeleServices,
Inc.(2)
99.2 Press release, dated December 31, 1997, of SmarTalk TeleServices,
Inc.
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(1) Filed previously as Exhibit 2.1 to SmarTalk's Current Report on
Form 8-K dated July 30, 1997.
(2) Filed previously as Exhibit 99.1 to SmarTalk's Current Report on
Form 8-K dated July 30, 1997.
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EXHIBIT 99.2
[SMARTALK LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
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SMARTALK: William Kahn, Director, Corporate Communications
(310) 444-8800, ext. 133
Investor Relations: Seiler Martin Ekman, LLC
(310) 312-7880
SMARTALK(SM) COMPLETES CONQUEST ACQUISITION
ACQUISITION ADDS 6,000 RETAIL LOCATIONS
December 31, 1997 (Los Angeles) -- SmarTalk(SM) TeleServices, Inc.
(Nasdaq: SMTK) announced today the completion of the acquisition of ConQuest
Telecommunications Services Corp. as a result of overwhelming approval by
shareholders of both companies. SmarTalk and ConQuest had previously announced
that both companies would hold special meetings of shareholders on December 31,
1997. Approval by shareholders was the final requirement needed to complete
this acquisition.
Dublin, Ohio-based ConQuest is a developer and marketer of prepaid
calling cards and other enhanced telecommunications services, including
domestic and international calling services for the tour and travel industry.
ConQuest's retail distribution network includes Winn-Dixie, Marathon Oil,
SuperAmerica, Pick Kwik Food Stores and Emro Marketing, which includes
convenience stores and service stations such as Speedway and Starvin' Marvin.
ConQuest also provides long-distance and other operator services to franchisees
of Holiday Inn, Ramada Inn, Comfort Inns and Days Inn.
Under terms of the acquisition, each share of ConQuest Common Stock will
be automatically converted into the right to receive 7.63 shares of SmarTalk
Common Stock. ConQuest will become a wholly-owned subsidiary of SmarTalk.
SmarTalk manufactures and distributes prepaid calling cards and other
enhanced telecommunications products which are sold at retail. On December
22nd, the Company
SMARTALK TeleServices, Inc. o 1640 South Sepulveda Blvd., Ste 500 o
Los Angeles, California 90025 o Tel: 310 444-8800 o Fax: 310 444-8822
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SMARTALK COMPLETES CONQUEST ACQUISITION
December 31, 1997
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announced it had signed an agreement to acquire American Express Telecom, a
leading provider of prepaid calling products currently selling phone cards in
more than 14,000 locations worldwide. The products include the FirstClass
PhoneCard(TM) sold through the U.S. Postal Service and the PhoneFunds(TM) card
sold through the National Park Foundation and selected American Express Travel
Service Offices.
SmarTalk currently maintains agreement giving access to more than
100,000 distribution outlets including mass merchandisers, consumer electronics
retailers, supermarkets and home office superstores, such as Office Depot,
Sav-On Drug, Osco Drug, CompUSA, Pep Boys, Fingerhut, ACE Cash Express, The
Good Guys, Staples, Service Merchandise, Merit Stations, Qwik Shops, Wegmans,
OfficeMax, Eckerd Drug, Food4Less, Ralphs Supermarkets, Best Buy, and Builders
Square, as well as university book stores and convenience stores throughout
North America, and with distributors including WH Smith in the United Kingdom.
SmarTalk also offers specialized value-added promotional phone card programs to
corporate clients including Gillette, Hewlett-Packard, Wells Fargo Bank,
Nabisco, Pfizer and Prudential Securities. The Company maintains strategic
marketing partnerships with Choice Hotels and HFS, the two largest hotel
franchisers in the US, along with Simon DeBartolo Group, the largest
publicly-traded real estate company and operator of shopping malls in North
America.
Based in Los Angeles, with additional offices in Boston, Orlando, Boca
Raton, San Francisco, Rochester, Dublin Ohio, Butler Pennsylvania, Toronto and
the UK, SmarTalk is a member of the Telecommunications Resellers Association,
International Telecard Association and the Consumer Electronics Manufacturer's
Association.
Note: Certain statements made herein that are not historical are
forward-looking within the meaning of the Private Securities Litigation Reform
act of 1995. Such statements include, but are not limited to the Company's
plan to complete the acquisition of American Express Telecom, Inc. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties including, without limitation, risks related to the Company's
ability to complete the American Express acquisition, market acceptance and
consumer demand for the new products and services, the success of the new
technologies and pricing dependence on third-party vendors. Investors who seek
more information about the Company's business and relevant risk factors may
wish to review the Company's SEC reports, including, but not limited to, its
Annual Report on Form 10-K for 1996, and quarterly reports on Form 10-Q.
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