Talk America Form 8-K 062806
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): June 28, 2006
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)
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
7.01. REGULATION
FD DISCLOSURE.
On
June
28, 2006, Talk America Holdings, Inc. issued a release announcing revised
financial guidance for revenues and Adjusted EBITDA for the second quarter
2006 and year-end 2006. A copy of the release is attached as Exhibit 99.1.
The
information contained in this report, including the exhibit attached hereto
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section.
Non-GAAP
Measures
The
release furnished as Exhibit 99.1 to this Report includes a reference to
non-GAAP financial information. Our management believes that Adjusted EBITDA
is
useful to investors and other users of our financial information in evaluating
operating financial performance and is a financial measure that is commonly
used
by readers of financial information in assessing financial performance. Our
management uses Adjusted EBITDA as a measure of our operating performance.
Adjusted EBITDA, or Earnings Before Interest, Taxes, Depreciation, Amortization,
is defined as operating income plus depreciation, amortization and stock-based
compensation expense, a non-GAAP financial measure.
It
is our
management's intent to provide non-GAAP financial information to enhance
understanding of our GAAP financial results. This information should be
considered by the reader in addition to, but not instead of, our financial
statements prepared in accordance with GAAP.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Number Description
99.1
Release
dated June 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.
|
Date:
June
28, 2006
|
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
99.1 Release
dated June 28, 2006.