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): September 27,
2006
Talk
America Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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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.)
|
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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.
On
September 28, 2006, Talk America Holdings, Inc. (the “Company”) received an
unsolicited letter (the “Letter”) from Sun Capital Securities Group, LLC (“Sun
Capital”) proposing “to purchase for cash all of the outstanding shares of
Company Common Stock for $9.00 per share,” subject to the terms and conditions
set forth therein, including Sun Capital’s satisfactory completion of due
diligence. A copy of the Letter is filed as Exhibit 99.1 to this Report and
the
foregoing summary of the terms thereof is qualified in its entirety by reference
thereto.
Also
on
September 28, 2006 and in response to the receipt of the Letter, the Company’s
Board of Directors, as permitted by an exception to the general
“non-solicitation” terms of the Agreement and Plan of Merger, dated as of
September 22, 2006 (the "Merger Agreement"), among the Company, Cavalier
Telephone Corporation and Cavalier Acquisition Corp., made the necessary
determinations in respect of the Letter and the proposal contained therein
so as
to permit the Company to furnish information about the Company to Sun Capital
and its representatives pursuant to a confidentiality agreement with Sun Capital
and to participate in discussions and negotiations with Sun Capital in respect
of its proposal. The Company does not know whether any further or other proposal
will be forthcoming from Sun Capital and the Company’s Board of Directors has
made no determination in respect of the proposal contained in the Letter or
any
other proposal of Sun Capital other than the limited determinations described
above.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Letter,
dated September 28, 2006, from Sun Capital Securities Group, LLC, to the Board
of Directors of Talk America Holdings, Inc., respecting an acquisition proposal
(incorporated by reference to Exhibit 99.C to the statement on Schedule 13D,
filed by SCSF Equities, LLC and others in respect of Talk America Holdings,
Inc., as issuer, on September 28, 2006).
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:
September 29, 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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