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): October 6,
2006
Talk
America Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
000-26728
(Commission
File Number)
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23-2827736
(I.R.S.
Employer Identification No.)
|
|
6805
Route 202, New Hope, Pennsylvania
(Address
of principal executive offices)
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18938
(Zip
Code)
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(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
September 22, 2006, Talk America Holdings, Inc. (“Talk America” and “the
Company”) reported that it had entered into a merger agreement with Cavalier
Telephone Corporation, under the terms of which Cavalier will acquire all of
Talk America’s outstanding shares for $8.10 cash per share. Subsequently, on
September 28, 2006, Talk America reported that it had received an unsolicited
letter from Sun Capital Securities Group, LLC proposing “to purchase for cash
all of the outstanding shares of Company Common Stock for $9.00 per share,”
subject to the terms and conditions set forth therein, including Sun Capital’s
satisfactory completion of due diligence. Talk America also reported that,
in
response to the Sun Capital letter, Talk America’s Board of Directors, as
permitted by the terms of the Cavalier merger agreement, had made certain
determinations in respect of the Sun Capital proposal so as to permit Talk
America to furnish information about itself to Sun Capital and to participate
in
discussions and negotiations with Sun Capital in respect of Sun Capital’s
proposal.
In
light
of the Sun Capital proposal, and as contemplated by the Cavalier merger
agreement, Talk America reports in this current report that
its
Board of Directors has reaffirmed its previously announced recommendation that
Talk
America’s
stockholders vote in favor of the Cavalier merger agreement and the merger
and
other transactions contemplated thereby. The Cavalier merger agreement also
permits Talk
America’s
Board,
under certain circumstances, to subsequently change this recommendation in
favor
of what it determines to be a financially superior proposal; however,
Talk
America’s
Board
has not made any such determination.
Additional
Information
Forward-Looking
Statements
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information contained herein or in any
other
written or oral statements made by, or on behalf of the Company, is or may
be
viewed as forward-looking. The words "expect," "believe," "anticipate" or
similar expressions identify forward-looking statements. Although the Company
has used appropriate care in developing any such forward-looking information,
forward-looking information involves risks and uncertainties that could
significantly impact actual results. These risks and uncertainties include,
but
are not limited to, the following: the failure to obtain Company stockholder
approval of the Cavalier merger or the failure to obtain regulatory approvals
or
satisfy the other conditions to the Cavalier merger, including the third quarter
2006 performance measure; the termination of the Cavalier merger agreement
prior
to the closing; the Cavalier merger may not close in the expected time-frame;
changes in general economic conditions, including the performance of financial
markets and interest rates; competitive, regulatory, or tax changes that affect
the cost of or demand for the Company's products; and adverse litigation
results. The Company undertakes no obligation to publicly update or revise
any
forward-looking statements, whether as a result of new information, future
developments, or otherwise.
Additional
Information and Where to Find It
In
connection with the proposed Cavalier merger, the Company will file a proxy
statement with the U.S. Securities and Exchange Commission (the "SEC").
INVESTORS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CAVALIER MERGER AND
THE
COMPANY. Investors may obtain a free copy of the proxy statement (when
available) and other documents filed by the Company with the SEC at the SEC's
web site at http://www.sec.gov. Free copies of the proxy statement, once
available, and the Company's other filings with the SEC may also be obtained
from the Company. Free copies of the Company's filings may be obtained by
directing a request to Talk America Holdings, Inc, 6805 Route 202. New Hope,
PA
18938.
Participants
in the Solicitation
The
Company, Cavalier and their respective directors, executive officers and other
members of their management and employees may be deemed to be soliciting proxies
from the Company's stockholders in favor of the Cavalier merger. Investors
and
stockholders may obtain more detailed information regarding the direct and
indirect interests of the Company's executive officers and directors in the
Cavalier merger by reading the preliminary and definitive proxy statements
regarding the Cavalier merger, when filed with the SEC. These documents
will be available free of charge once available at the SEC's web site at
www.sec.gov or by directing a request to the Company.
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.
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Date:
October
6, 2006
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TALK
AMERICA HOLDINGS, INC.
By:
/s/
Aloysius T. Lawn IV
Name:
Aloysius T. Lawn IV
Title:
Executive Vice President - General
Counsel
and Secretary
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