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): May 23, 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.) |
|
6805
Route 202, New Hope, Pennsylvania
(Address
of principal executive offices) |
18938
(Zip
Code) |
(215)
862-1500
(Registrant's
telephone number, including area code)
12020
Sunrise Valley Drive, Suite 250, Reston, Virginia 20191
(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
3.02. Unregistered Sales of Equity Securities.
(a) As
previously reported, on May 23, 2005, Talk America Holdings, Inc. and a
subsidiary of Talk America entered into an Agreement and Plan of Merger (the
“Acquisition Agreement”) with LDMI Telecommunications, Inc., pursuant to which
Talk America will acquire LDMI. Under the terms of the Acquisition Agreement, at
the closing of the acquisition transaction, the Talk America subsidiary will be
merged into LDMI, LDMI will become a wholly owned subsidiary of Talk America
and, in
exchange for all of the stock of LDMI, Talk America will pay $24 million in cash
and issue 1.8 million shares of its common stock, par value $.01 per share. The
shares of Talk America common stock will be issued only to the eight holders of
LDMI’s preferred stock (the “LDMI Preferred Stockholders”). The
Acquisition Agreement and the LDMI acquisition transaction were approved by both
the board of directors and the stockholders of LDMI (by written consent of LDMI
Preferred Stockholders). A copy of
the Acquisition Agreement was filed as Exhibit 10.1 of Talk America’s Report on
Form 8-K, filed on May 24, 2005.
(b) As
described in paragraph (a) above, the 1.8 million shares of Talk America common
stock will be issued, together with cash payments aggregating approximately
$22.2 million, to the LDMI Preferred Stockholders in exchange for their shares
of LDMI preferred stock, which constitute all of the outstanding shares of
preferred stock of LDMI.
(c) Talk
America claims exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended (the “Securities Act”) or Rule 506 of Regulation D under
the Securities Act. Talk America reasonably believes that all of the LDMI
Preferred Stockholders were, at the time the approval of the Acquisition
Agreement and the LDMI acquisition transaction pursuant to which the Talk
America shares will be issued in exchange for their shares of LDMI preferred
stock was submitted to the Preferred Stockholders for their written consent,
accredited investors within the meaning of Regulation D.
(d) The Talk
America shares of common stock to be issued as discussed in the preceding
paragraphs are not convertible or exchangeable for equity
securities.
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:
May
25, 2005 |
TALK
AMERICA HOLDINGS, INC.
By:
/s/
Aloysius T. Lawn IV
Name:
Aloysius T. Lawn IV
Title:
Executive Vice President - General
Counsel
and Secretary |