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): January 3,
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)
[
]
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
1.01 Entry into a Material Definitive Agreement.
As
previously
reported, on October 18, 2005, we and one of our subsidiaries entered into
an
Agreement and Plan of Merger (the “Acquisition Agreement”) with NT Corporation
(“NTC”), providing for our acquisition of NTC. As part of the closing of the
acquisition of NTC under the Acquisition Agreement, we entered into an Escrow
Agreement (the “Escrow Agreement”), pursuant to which a portion of the cash
consideration payable to the holders of NTC’s preferred stock was deposited in
escrow to be held as security for certain indemnification obligations to
us. A
copy of the Acquisition Agreement, with the form of the Escrow Agreement
included as an exhibit thereto, was filed as an exhibit to a previous report
by
us.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
January 3,
2006, we completed our acquisition of NTC as provided in the Acquisition
Agreement, a copy of which was previously filed with the Securities and Exchange
Commission. NTC was privately held and is a facilities-based competitive
local
exchange carrier serving
business customers primarily in the Southeast United States. Under
the
terms of the Acquisition Agreement, at the effective time of the acquisition
on
January 3, 2006, our subsidiary was merged into NTC, NTC became our indirect
wholly owned subsidiary and,
in
exchange for all of the stock of NTC, we paid approximately $18 million in
cash,
of which approximately $1.8 million has been deposited in escrow, pursuant
to
the Escrow Agreement discussed in Item 1.01 of this Report, to be held as
security for certain indemnification obligations to us under the Acquisition
Agreement.
Item
7.01 Regulation FD Disclosure
On
January 4,
2006, we issued a release announcing that we had completed the acquisition
of
NTC and that we had made inducement stock option grants to incoming new
employees to acquire an aggregate of 250,000 shares of our common stock at
an
exercise price equal to the closing price of our common stock on January
3,
2006, the date of grant.
A copy
of the release is furnished as Exhibit 99.1 of this Report.
Item
9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
As
permitted by Item 9.01(a)(4) of Form 8-K, we will, if required, file the
financial statements required by Item 9.01(a)(1) of Form 8-K pursuant to
an
amendment to this Report not later than seventy-one (71) calendar days after
the
date that this Report must be filed.
(b) Pro
Forma
Financial Information.
As
permitted by Item 9.01(b)(2) of Form 8-K, we will, if required, file the
financial information required by Item 9.01(b)(1) of Form 8-K pursuant to
an
amendment to this Report not later than seventy-one (71) calendar days after
the
date that this Report must be filed.
(c) Exhibits.
Number Description
10.1 Agreement
and Plan of Merger, dated as of October 18, 2005, among NT Corporation, Talk
America Holdings, Inc. and THNetco, Inc., including, as Exhibit A
thereto, the form of the Escrow Agreement (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K dated October 18, 2005).
| 99.1 |
Release dated January 4, 2006.
(1)
|
______________
(1)
Furnished (not 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.
|
Date:
January
4, 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
| |
10.1
|
Agreement and Plan of Merger, dated as of October 18, 2005, among
NT
Corporation, Talk America Holdings, Inc. and THNetco, Inc., including,
as
Exhibit A
thereto, the form of the Escrow Agreement (incorporated by reference
to
Exhibit 10.1 to our Current Report on Form 8-K dated October 18,
2005).
|
| 99.1
|
Release
dated January 4, 2006. (1)
|
(1)
Furnished (not filed) herewith.