UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File
Number 000-26728
(Check
One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ]
Form N-SAR [ ] Form N-CSR
For Period Ended: December
31, 2005
[
]
Transition Report on Form 10-K
[
]
Transition Report on Form 20-F
[
]
Transition Report on Form 11-K
[
]
Transition Report on Form 10-Q
[
]
Transition Report on Form N-SAR
For
the
Transition Period Ended: ______________________
_______________________
Nothing
in this form shall be construed to imply that the Commission has verified
any
information contained herein.
_______________________
If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
Item
6, Item 7, Item 8, Item 9A, Item 15 - Financial Statement Schedules and Exhibits
23, 31 and 32
PART
I -- REGISTRANT INFORMATION
TALK
AMERICA HOLDINGS, INC.
Full
Name
of Registrant
________________________
Former
Name if Applicable
6805
Route 202
Address
of Principal Executive Office (Street and Number)
New
Hope, PA 18938
City,
State and Zip Code
PART
II--RULES 12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense
and the
registrant seeks relief pursuant to Rules 12b-25(b), the following should
be
completed. (Check box if appropriate)
| |
(a)
The reasons described in reasonable detail in Part III of this
form could
not be eliminated without unreasonable effort or
expense;
|
|
[X]
|
(b)
The subject annual report, semi-annual report, transition report
on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof,
will be filed on or before the fifteenth calendar day following
the
prescribed due date; or the subject quarterly report or transition
report
on Form 10-Q, or portion thereof, will be filed on or before the
fifth
calendar day following the prescribed due date; and
|
| |
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
|
PART
III--NARRATIVE
State
below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
(Attach
extra Sheets if Needed)
Talk
America Holdings, Inc. ("Registrant") could not file those portions of
its Form
10-K for the fiscal year ended December 31, 2005 indicated above to which
this
Form relates without unreasonable effort or expense because Registrant
is still
in the process of completing its financial reporting procedures. In addition,
the assessment of the Registrant’s report on internal control over financial
reporting as of December 31, 2005 is still being completed, including evaluating
the remediation of previously reported material weaknesses, in accordance
with
Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules of
the
Public Company Accounting Oversight Board. If it is ultimately determined
that
the previously reported material weaknesses have not been remediated, Registrant
will conclude that the internal control over financial reporting was not
effective at December 31, 2005.
Registrant
currently anticipates that it will be able to file the indicated portions
of its
Form 10-K for the fiscal year ended December 31, 2005 within the additional
15-day period specified in Rule 12b-25(b)(2)(ii).
PART
IV--OTHER INFORMATION
(1)
Name
and telephone number of person to contact in regard to this
notification
Aloysius
T. Lawn IV (215) 862-1500
(Name)
(Area
Code) (Telephone
Number)
(2)
Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
[X] Yes
[ ] No
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? [
] Yes [
X ] No
If
so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate
of the results cannot be made.
TALK
AMERICA HOLDINGS, INC.
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date
March
16, 2006 By:
/s/ Aloysius
T. Lawn IV
Aloysius T. Lawn IV
EVP
- General Counsel and Secretary
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing
the
form shall be typed or printed beneath the signature. If the statement is
signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to sign on
behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See
18 U.S.C. 1001)