UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 17, 2003
TALK AMERICA HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-26728 23-2827736
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
TALK AMERICA HOLDINGS, INC.
12020 SUNRISE VALLEY DRIVE
RESTON, VIRGINIA 20191
(Address of Principal Executive Offices, Including Zip Code)
(703) 391-7500
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On January 17, 2003, the Company's Board of Directors authorized a share
buyback program of $10 million or 2,500,000 shares. The shares may be purchased,
from time to time, in the open market and/or in private transactions. In
connection therewith, on January 17, 2003, the Company agreed to purchase
1,315,789 of its common shares from AOL at a per share price of $3.80 (the
average closing price for the five days ended January 15, 2003). The aggregate
purchase price will be approximately $5.0 million.
In addition, on January 17, 2003, by letter agreement, Talk America
Holdings, Inc. (the "Company") and America Online, Inc. ("AOL") waived certain
provisions of the Restructuring and Note Agreement ("Waiver"), dated September
19, 2001 (the "Restructuring Agreement"), between them, as that Restructuring
Agreement was amended pursuant to a letter agreement dated December 23, 2002
("Letter Agreement"). Pursuant to the Waiver, the Company is permitted, through
September 30, 2003, to purchase shares of its common stock from shareholders
other than AOL ("Stock Buy Back"), provided it purchases the shares at or below
market value and it concurrently purchases an equal number of shares of the
common stock from AOL. The aggregate amount that the Company may utilize with
respect to both the repurchase of its outstanding subordinated debt and the
Stock Buy Back cannot exceed $10 million. In the event that AOL does not hold
any shares of Company common stock at the time of a Stock Buy Back, Talk is
required to prepay $1.00 of principal amount of 8% Convertible Notes held by AOL
under the Restructuring Agreement for each $1.00 applied to the Stock Buy Back.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Letter Agreement, dated as of January 17, 2003, between Talk America
Holdings, Inc. and America Online, Inc. (filed herewith).
99.1 Press Release dated January 13, 2003 (filed herewith).
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.
TALK AMERICA HOLDINGS, INC.
Date: January 20, 2003 By: /s/ Aloysius T. Lawn, IV
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Name: Aloysius T. Lawn, IV
Title: Executive Vice President -
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description
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10.1 Letter Agreement, dated as of January 17, 2003, between Talk America
Holdings, Inc. and America Online, Inc. (filed herewith).
99.1 Press Release dated January 13, 2003 (filed herewith).