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 18,
2005
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 October
18, 2005, Talk America Holdings, Inc. and a subsidiary of Talk America entered
into an Agreement and Plan of Merger (the “Acquisition Agreement”) with NT
Corporation, pursuant to which Talk America will acquire NTC. NTC is a privately
held, facilities-based competitive local exchange carrier serving
business customers primarily in the Southeast United States. Under the
terms of the Acquisition Agreement, at closing, the Talk America subsidiary will
be merged into NTC, NTC will become a wholly owned subsidiary of Talk America
and Talk
America will pay cash of approximately $20 million, including transaction fees.
The Acquisition Agreement and the NTC acquisition transaction have been approved
by both the board of directors and the stockholders of NTC and the closing is
subject, among other conditions, to the receipt of certain regulatory approvals,
which both companies expect to receive.
A copy of the
Acquisition Agreement is filed as Exhibit 10.1 of this Report. The foregoing
discussion of the Acquisition Agreement and the acquisition contemplated thereby
is only a summary of the terms and conditions of the Acquisition Agreement and
is qualified in its entirety by reference to the Acquisition Agreement included
as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure
On October
19, 2005, Talk America issued a release announcing that it had entered into an
agreement to acquire NT Corporation, a privately held, facilities-based
competitive local exchange carrier serving
business and residential customers primarily in the Southeast United States. A
copy of the release is furnished as Exhibit 99.1 of this Report.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits
10.1 Agreement
and Plan of Merger, dated as of October 18, 2005, among NT Corporation, Talk
America Holdings, Inc. and THNetco, Inc.
| 99.1 |
Release
dated October 19, 2005. |
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:
October
19, 2005 |
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 Agreement
and Plan of Merger, dated as of October 18, 2005, among NT Corporation, Talk
America Holdings, Inc. and THNetco, Inc.
99.1 Release
dated October 19, 2005.