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): November 1,
2005
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)
[ ]
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
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
On
November 1, 2005, Talk America Holdings, Inc. (the “Company”) issued a release
announcing its financial results for the third quarter 2005. A copy of the
release is attached as Exhibit 99.1.
Non-GAAP
Measures
The release
furnished as Exhibit 99.1 to this Report includes a reference to non-GAAP
financial information. Our management believes that EBITDA, a non-GAAP financial
measure, is useful to investors and other users of our financial information in
evaluating operating financial performance and is a financial measure that is
commonly used by readers of financial information in assessing financial
performance. Our management uses EBITDA as a measure of our operating
performance. EBITDA, or Earnings Before Interest, Taxes, Depreciation and
Amortization, is defined as operating income plus depreciation and amortization
and is readily determinable from amounts provided in our consolidated statements
of operations.
It is our
management's intent to provide non-GAAP financial information to enhance
understanding of our GAAP financial results. This information should be
considered by the reader in addition to, but not instead of, our financial
statements prepared in accordance with GAAP.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Release
dated November 1, 2005.
_____________
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:
November
1, 2005 |
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 November 1,
2005.