UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 13, 2002
TALK AMERICA HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-26728 23-2827736
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(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
TALK AMERICA HOLDINGS, INC.
12020 SUNRISE VALLEY DRIVE
RESTON, VIRGINIA 20191
(Address of Principal Executive Offices, Including Zip Code)
(703) 391-7500
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On December 13, 2002, Talk America Holdings, Inc. ("Company") and First
City Transfer Company ("First City") amended the Rights Agreement dated as of
August 19, 1999, as amended ("Rights Agreement"), whereby the Company accepted
the resignation of First City as Rights Agent under the Rights Agreement and
discharged First City of all of its duties under the Rights Agreement. In
addition, the Company appointed Stocktrans, Inc. ("Stocktrans") as the successor
Rights Agent. Stocktrans accepted the appointment and is vested with the same
powers, rights, duties and responsibilities as if Stocktrans had originally been
named Rights Agent under the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Second Amendment to Rights Agreement, dated as of December 13, 2002, to the
Rights Agreement dated as of August 19, 1999, by and between Talk America
Holdings, Inc., First City Transfer Company and Stocktrans, Inc. (filed
herewith).
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.
TALK AMERICA HOLDINGS, INC.
Date: December 13, 2002 By: /s/ Aloysius T. Lawn, IV
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Name: Aloysius T. Lawn, IV
Title: Executive Vice President -
General Counsel and Secretary
EXHIBIT INDEX
Exhibit Number Description
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10.1 Second Amendment to Rights Agreement, dated as of December 13, 2002, to the
Rights Agreement dated as of August 19, 1999, by and between Talk America
Holdings, Inc., First City Transfer Company and Stocktrans, Inc. (filed
herewith).