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.) |
|
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.
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. LDMI
is a privately held, facilities-based competitive local exchange carrier
serving
business and residential customers primarily in Michigan and Ohio. Under the
terms of the Acquisition Agreement, at closing, the Talk America subsidiary will
be merged into LDMI, LDMI will become an indirect 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. The shares of Talk America
common stock will be issued only to the holders of LDMI’s preferred stock and
will not be registered under the Securities Act of 1933. Talk America has agreed
to file a registration statement with the Securities and Exchange Commission as
promptly as reasonably practicable after the closing to permit resales of common
stock by such holders. The
Acquisition Agreement and the LDMI acquisition transaction have been approved by
both the board of directors and the stockholders of LDMI and the closing is
subject to the receipt of certain regulatory approvals, which both companies
expect to receive.
A copy of the
Acquisition Agreement is filed as Exhibit 10.1 of this Report. The foregoing
discussion of the Acquisition Agreement and the acquisition contemplated thereby
is only a summary of the terms and conditions of the Acquisition Agreement and
is qualified in its entirety by reference to the Acquisition Agreement included
as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure
On May 23,
2005, Talk America issued a release announcing that it had entered into an
agreement to acquire LDMI Telecommunications, Inc., a privately held,
facilities-based competitive local exchange carrier serving
business and residential customers primarily in Michigan and Ohio, and also that
it was amending its financial and operating guidance for the full year 2005. A
copy of the release is furnished as Exhibit 99.1 of this Report.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
10.1 Agreement
and Plan of Merger, dated as of May 23, 2005, among LDMI Telecommunications,
Inc., Talk America Holdings, Inc. and Lion Acquisition Corp.
|
99.1 |
Release
dated May 23, 2005. |
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
23, 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
Agreement
and Plan of Merger dated as of May 23, 2005, among LDMI Telecommunications,
Inc., Talk America Holdings, Inc. and Lion Acquisition Corp.
99.1
Release Dated May 23, 2005.