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 17,
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.
(a) On February
17, 2005, Registrant’s Compensation Committee approved the amount of the cash
bonuses to be paid to Registrant’s employees, including Registrant’s executive
officers, based on Registrant’s performance in its year ended December 31, 2004.
The respective 2004 bonuses approved for those persons who were executive
officers of Registrant during 2004 (and the capacity in which they served in
2004) were as follows:
|
Gabriel
Battista (Executive Chairman of the Board of Directors) |
$1,000,000 |
|
Edward
B. Meyercord, III (Chief Executive Officer and President) |
$310,000 |
|
Aloysius
T. Lawn IV (Executive Vice President - General Counsel) |
$136,400 |
|
Warren
A. Brasselle (Executive Vice President - Network
Operations) |
$124,000 |
|
Jeffrey
Earhart (Executive Vice President - Customer Operations) |
$124,000 |
|
Timothy
Leonard (Chief Information Officer) |
$124,000 |
|
David
Zahka (Chief Financial Officer) |
$124,000 |
|
Thomas
Walsh (Senior Vice President - Finance) |
$86,800 |
The
bonuses were determined in accordance with the provisions of the previously
adopted bonus programs (for Mr. Battista and for the management group other than
Mr. Battista) for 2004, which were described and reported in Registrant’s proxy
statement for its 2004 annual meeting of stockholders as filed with the
Securities and Exchange Commission on April 8, 2004, a copy of which summary
description is included as Exhibit 10.1 hereto. In determining and approving the
final bonuses, the Compensation Committee relied on Registrant’s actual
operating results that were determined on a basis consistent with the
determination of the operating plan that included the target revenue and net
income amounts for the bonus programs, which did not give effect to any changes
that might result from the previously reported ongoing analysis and review by
Registrant of its accounting for certain items and determination of whether some
of these items should have been recorded in earlier periods. As previously
described and reported, Mr. Battista’s bonus program for 2004 provided for up to
$500,000 in additional bonus based on certain subjective measures; the
Compensation Committee approved payment of $380,000 under this discretionary
component, which is included in Mr. Battista’s aggregate amount set forth
above.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Copy of 2004
Bonus Program Summary Description included in Registrant’s 2004 Annual Meeting
Proxy Statement, dated April 5, 2004.
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
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 Copy of
2004 Bonus Program Summary Description included in Registrant’s 2004 Annual
Meeting Proxy Statement, dated April 5, 2004.