FILED PURSUANT TO RULE 424(B)(3)
SEC FILE NO. 333-49825
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JANUARY 22, 1999
TALK.COM, INC.
FORMERLY TEL-SAVE.COM, INC.
This prospectus supplement and accompanying Prospectus relate to the offer
and sale from time to time by Selling Stockholders of an aggregate of up to
5,323,563 shares of common stock that they have acquired or may acquire upon
exercise of stock options granted by us under stock option plans or other
compensatory arrangements.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS FOR A DISCUSSION
OF CERTAIN MATERIAL FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN
INVESTMENT IN OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is May 5, 1999
<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The SEC recently amended its registration forms to allow the use of a "Form
S-8" for the exercise of stock options by family members of employee optionees
and trusts and other entities in which the family members have an interest. A
Form S-8 also may include a "resale prospectus" for the sale of securities that
were registered on Form S-8 by a family member or a related family trust or
other entity that is an "affiliate" of the company.
In light of these SEC rule changes, we are revising the definition of
"Selling Stockholder" in the Prospectus to include a "family member," as defined
by the SEC's rules, of a Selling Stockholder. Accordingly, we have revised the
list of "Selling Stockholders" as set forth in the Prospectus as follows:
<TABLE>
<CAPTION>
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SHARES
SHARES BENEFICIALLY COVERED BY
NAME AND OR OWNED PRIOR TO THE THIS SHARES BENEFICIALLY OWNED
POSITION/RELATIONSHIP OFFERING(1) PROSPECTUS AFTER THE OFFERING(1)
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NUMBER PERCENT NUMBER PERCENT
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<S> <C> <C> <C>
George Farley 481,385 * 250,000 231,385 *
Director(2)
Black Brook Capital,
LLC (3) 467,924 * 250,000 217,924 *
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</TABLE>
* Less than 1%.
(1) The number of shares of common stock outstanding prior to and after this
offering includes (i) shares of common stock held as of January 12, 1999
and (ii) with respect to each person, the shares of common stock issuable
by the Company pursuant to options held by such persons which may be
exercised within 60 days following January 12, 1999 ("Presently Exercisable
Options") and rights to purchase shares of Common Stock issued to holders
of record and holders of shares and options as of December 31, 1998.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person or group who has or shares voting and investment power
with respect to such shares. Presently Exercisable Options are deemed to be
outstanding and to be beneficially owned by the person holding such options
for the purpose of computing the percentage ownership of such person, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or group.
(2) The shares shown as beneficially owned by Mr. Farley include the shares
shown as owned by Black Brook Capital, LLC, as indicated below, but do not
include 1,200,000 shares held by a charitable foundation of which Mr.
Farley is the director.
(3) Black Brook Capital, LLC is a limited liability company of which more than
fifty percent of the voting interests are held by Mr. Farley and members of
his family. The shares shown as beneficially owned by Black Brook are also
reflected in Mr. Farley's beneficial ownership.
<PAGE>
ADDITIONAL INFORMATION REGARDING SELLING STOCKHOLDERS AND THEIR PLAN OF
DISTRIBUTION IS SET FORTH IN THE ACCOMPANYING PROSPECTUS. WE ENCOURAGE YOU TO
READ THE INFORMATION IN THE PROSPECTUS FOR A COMPLETE LIST OF SELLING
STOCKHOLDERS AND A DESCRIPTION OF THE PLAN OF DISTRIBUTION.
