Form 8-K
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): August 8,
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
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
On
August
8, 2006, Talk America Holdings, Inc. (the “Company”) issued a release announcing
its financial results of the second quarter ended June 30, 2006. A copy of
this
release is furnished as Exhibit 99.1. In addition, the Company has prepared
a
presentation discussing further its results for the second quarter 2006 and
its
guidance for 2006. A copy of this presentation is furnished as an exhibit to
this report. The information contained in this report, including the exhibit
attached hereto, is also intended to be furnished under Item 7 "Regulation
FD
Disclosure" and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section.
Non-GAAP
Measures
The
release furnished as Exhibit 99.1 to this report and the presentation furnished
as Exhibit 99.2 to this report includes references to non-GAAP financial
information. Our management believes that Adjusted EBITDA 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
Adjusted EBITDA as a measure of our operating performance. Adjusted EBITDA,
or
Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization, is defined
as operating income plus depreciation, amortization and stock-based compensation
expense and gains/losses on the sale of property and equipment, a non-GAAP
financial measure.
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.
(d) Exhibits.
Number
Description
99.1
Release dated August 8, 2006 (furnished, not filed).
99.2 Presentation
dated August 8, 2006 (furnished, not filed).
______________
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:
August
8, 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 August 8, 2006 (furnished, not filed).
99.2 Presentation
dated
August 8, 2006 (furnished, not filed).