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): February 16,
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
2.02 RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
The
information in this Current Report, including the exhibit attached hereto, is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report, including
the exhibit attached hereto, shall not be incorporated by reference into any
registration statement or other document filed pursuant to the Securities Act of
1933, as amended.
On
February 16, 2005, Talk America Holdings, Inc. issued a release announcing the
postponement of its fourth quarter and full year 2004 operating results
conference call to March 1, 2005. In addition, the company announced that it is
reviewing its accounting for certain items and is in the process of determining
whether some of these items should have been recorded in earlier periods. A copy
of the release is attached as Exhibit 99.1.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(c) Exhibits
| 99.1 |
Release
dated February 16, 2005 (furnished, not
filed). |
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:
February
16, 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
| 99.1 |
Release
dated February 16, 2005 (furnished, not
filed). |