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): February 17,
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
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
On
February 17, 2006, Talk America Holdings, Inc. (the “Company”) issued a release
announcing its financial results for the fourth quarter and year ended
December 31, 2005. A copy of the release is attached as Exhibit
99.1.
Non-GAAP
Measures
The
release furnished as Exhibit 99.1 to this Report includes a reference to
non-GAAP financial information. Our management believes that EBITDA is useful
to
investors and other users of our financial information in evaluating operating
financial performance and is a financial measure that is commonly used by
readers of financial information in assessing financial performance. Our
management uses EBITDA as a measure of our operating performance. EBITDA, or
Earnings Before Interest, Taxes, Depreciation and Amortization, is defined
as operating income plus depreciation and amortization, a non-GAAP financial
measure.
It
is our
management's intent to provide non-GAAP financial information to enhance
understanding of our GAAP financial results. This information should be
considered by the reader in addition to, but not instead of, our financial
statements prepared in accordance with GAAP.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Number Description
10.1
Release dated February 17, 2006.
______________