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): September 22,
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
7.01. REGULATION
FD DISCLOSURE.
On
September 22, 2006, Talk America Holdings, Inc. issued a release announcing
that
it and Cavalier Telephone Corporation had signed a merger agreeement, providing
for the acquisition of Talk America by Cavalier and the conversion of each
outstanding share of Talk America’s common stock into the right to receive $8.10
in cash. The transaction has been approved by both companies’ boards of
directors and is subject to Talk America shareholders’ approval, regulatory
approvals and other closing conditions. A copy of the release is furnished
as
Exhibit 99.1. The information contained in this report, including the exhibit
furnished herewith 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.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Number Description
99.1
Release dated September 22, 2006.
______________
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:
September 22, 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 September 22, 2006.