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): January 23,
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.
On
January 23, 2006, our Board of Directors approved the adoption of the Talk
America Executive Nonqualified Savings Plan (the “Plan”). The Plan, which is to
be effective as of February 1, 2006, is intended to be a nonqualified deferred
compensation plan that complies with the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended. The Plan is available for certain
management and other highly compensated employees of our subsidiary, Talk
America Inc. (“Talk America”), and certain of its subsidiaries, and permits the
deferral by participants of up to 15% of their annual compensation, subject
to
certain limits. Talk America, in its sole discretion, may make matching
contributions to certain participants or groups of participants in an amount
equal to $.25 for each $1.00 of compensation deferred by them, up to a maximum
of 4% of their compensation.
The
foregoing
discussion of the Plan and its terms is only a summary. A copy of the Plan
is
incorporated by reference in Exhibit 10.1 of this Report.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Number Description
10.1
Talk
America Executive Nonqualified Savings Plan (incorporated by reference to
Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (Registration No.
333-131230)).*
*Management
contract or compensation plan or arrangement.
______________
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
23, 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 Talk
America Executive Nonqualified Savings Plan (incorporated by reference to
Exhibit 4.1 to Registrant’s Registration Statement on Form S-8 (Registration No.
333-131230)).*
*Management
contract or compensation plan or arrangement.