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 26,
2006
Talk
America Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
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000-26728
(Commission
File Number)
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23-2827736
(I.R.S.
Employer Identification No.)
|
|
6805
Route 202, New Hope, Pennsylvania
(Address
of principal executive offices)
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18938
(Zip
Code)
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(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)
[X]
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
8.01. Other Events.
Talk
America Holdings, Inc. reports that it has scheduled a special meeting of
its
stockholders to consider and vote on the Company’s proposed merger with a
subsidiary of Cavalier Telephone Corporation, pursuant to the Agreement and
Plan
of Merger, dated as of September 22, 2006, among the Company, Cavalier Telephone
Corporation and Cavalier Acquisition Corp., for Friday, December 15, 2006,
at
10:00 a.m. local time, at the Company’s offices at 6805 Route 202, New
Hope, PA 18938. Stockholders of record of the Company as of the close of
business on Friday, November 3, 2006 will be entitled to vote at the special
meeting.
Additional
Information
Additional
Information and Where to Find It
In
connection with the proposed Cavalier merger, the Company will file a definitive
proxy statement with the U.S. Securities and Exchange Commission (the "SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE CAVALIER MERGER AND THE COMPANY. Investors and security
holders may obtain a free copy of the definitive proxy statement (when
available) and other documents filed by the Company with the SEC at the SEC's
web site at www.sec.gov.
Free
copies of the definitive proxy statement, once available, and the Company's
other filings with the SEC may also be obtained from the Company. Free copies
of
the Company's filings may be obtained by directing a request to Talk America
Holdings, Inc, 6805 Route 202. New Hope, PA 18938, Attention: Aloysius T.
Lawn,
IV, General Counsel.
Participants
in the Solicitation
The
Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation
of
proxies from its stockholders in connection with the proposed merger.
Information concerning the interests of the Company’s participants in the
solicitation is set forth in the Company’s proxy statements and Annual Reports
on Form 10-K, previously filed with the SEC, and in the definitive proxy
statement relating to the merger when it becomes available.
Forward-Looking
Statements
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for
forward-looking statements. Certain information contained herein or in any
other
written or oral statements made by, or on behalf of the Company, is or may
be
viewed as forward-looking. The words "expect," "believe," "anticipate" or
similar expressions identify forward-looking statements. Although the Company
has used appropriate care in developing any such forward-looking information,
forward-looking information involves risks and uncertainties that could
significantly impact actual results. These risks and uncertainties include,
but
are not limited to, the following: the failure to obtain Company stockholder
approval of the Cavalier merger or the failure to obtain regulatory approvals
or
satisfy the other conditions to the Cavalier merger, including the third
quarter
2006 performance measure; the termination of the Cavalier merger agreement
prior
to the closing; the Cavalier merger may not close in the expected time-frame;
changes in general economic conditions, including the performance of financial
markets and interest rates; competitive, regulatory, or tax changes that
affect
the cost of or demand for the Company's products; and adverse litigation
results. The Company undertakes no obligation to publicly update or revise
any
forward-looking statements, whether as a result of new information, future
developments, or otherwise.
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.
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Date:
October
26, 2006
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TALK
AMERICA HOLDINGS, INC.
By:
/s/
Aloysius T. Lawn IV
Name:
Aloysius T. Lawn IV
Title:
Executive Vice President - General
Counsel
and Secretary
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