UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 4, 2003 TALK AMERICA HOLDINGS, INC. --------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 000-26728 23-2827736 -------- --------- ---------- (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) TALK AMERICA HOLDINGS, INC. 12020 SUNRISE VALLEY DRIVE RESTON, VIRGINIA 20191 (Address of Principal Executive Offices, Including Zip Code) (703) 391-7500 -------------- (Registrant's telephone number, including area code) N/A --- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On February 4, 2003, the Company announced its financial results for the quarter and year ended December 31, 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release dated February 4, 2003 (filed herewith). 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. TALK AMERICA HOLDINGS, INC. Date: February 6, 2003 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 Press Release dated February 4, 2003 (filed herewith).