Form
UNITED
STATES
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): October 23,
2006
Talk
America Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
000-26728
(Commission
File Number)
|
23-2827736
(I.R.S.
Employer Identification No.)
|
|
6805
Route 202, New Hope, Pennsylvania
(Address
of principal executive offices)
|
18938
(Zip
Code)
|
(215)
862-1500
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[x]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
8.01. Other Events.
On
October
23, 2006, Talk America Holdings, Inc. issued a release announcing that Sun
Capital Securities Group, LLC (“Sun Capital”) had advised Talk America that it
has determined, after extensive due diligence review and consideration, that
it
would not make a definitive offer to acquire Talk America at a price greater
than the $8.10 price per share provided under Talk America’s September 22, 2006
merger agreement with Cavalier Telephone Corporation and, accordingly, that
Sun
Capital was withdrawing its earlier conditional proposal to acquire Talk
America. A copy of the release is filed as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Release
dated October 23, 2006.
SIGNATURES
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.
|
Date:
October 23, 2006
|
TALK
AMERICA HOLDINGS, INC.
By:
/s/ Aloysius T. Lawn IV
Name:
Aloysius T. Lawn IV
Title:
Executive Vice President - General
Counsel
and Secretary
|
EXHIBIT
INDEX
Exhibit
Number Description
99.1 Release
dated October 23,
2006.