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): April 26,
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.) |
|
12020
Sunrise Valley Drive, Suite 250, Reston, Virginia
(Address
of principal executive offices) |
20191
(Zip
Code) |
(703)
391-7500
(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.
(a) On
April 26, 2005, the Compensation Committee of the Board of Directors of Talk
America Holdings, Inc. (the “Company”) approved a program for the payment, under
the terms and conditions of the program, of 2005 bonuses to the Company’s
executive officers and certain other management employees based on the
achievement of certain of the Company’s 2005 performance goals. A summary
description of the 2005 bonus program is included as Exhibit 10.1 to this Report
and is incorporated herein by this reference. The Company’s Chief Executive
Officer and President and its other executive officers are entitled to
participate in this 2005 bonus program.
On April
26, 2005, the Compensation Committee also adopted a
supplemental incentive compensation plan for a limited number of employees of
the Company and its subsidiaries who are designated as participants by the
Compensation Committee. A summary description of this supplemental incentive
plan is
included as Exhibit 10.2 to this Report and is incorporated herein by this
reference. The Company’s executive officers, other than its Chief Executive
Officer and President, are entitled to participate in this supplemental
incentive plan and could each receive up to a maximum of $16,000 in incentive
compensation under this plan for the Company’s 2005 fiscal year.
ITEM
2.02. RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
On April
26, 2005, Talk America Holdings, Inc. (the “Company”) issued a release
announcing its financial results for the first quarter 2005. A copy of the
release is attached as Exhibit 99.1.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 2005
Executive Officer and Management Bonus Program Summary. *
10.2 2005
Supplemental Incentive Compensation Plan Summary.*
99.1 Release
dated April 26, 2005.
_________________
*
Management contract or compensatory plan or arrangement.
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:
April
26, 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
2005
Executive Officer and Management Bonus Program Summary.
10.2
2005
Supplemental Incentive Compensation Plan Summary.
99.1
Release
dated April 26, 2005.