Form 8-K
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 14,
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
1.01 Entry into a Material Definitive Agreement.
On
February 14, 2006, our Compensation Committee:
(i)
to
reflect management’s accomplishment in 2005 of certain strategic initiatives,
approved (x) the amendment of our 2005 Executive Officer and Management Bonus
Program to increase the aggregate amount of supplemental bonuses payable
thereunder for 2005 by an amount equal to 20% of the basic bonuses otherwise
payable under the 2005 Bonus Program and (y) the payment to Mr. Patrick O’Leary,
our Executive Vice President-Business Services (who did not participate in
the
2005 Bonus Program) of an additional $50,000 bonus for 2005 (a summary
description of the 2005 Bonus Program as so amended is included as Exhibit
10.1
to this Report and is incorporated herein by this reference); and
(ii)
approved the amounts of the cash bonuses to be paid to our employees, including
our executive officers, in respect of our year ended December 31,
2005.
The
respective 2005 bonuses approved for those persons who were our “named executive
officers” (as defined by Item 402(a)(3) of the SEC’s Regulation S-K) for 2005
(and the capacity in which they served in 2005) were as follows:
|
NAME
(OFFICE)
|
2005
Bonus
Program(1)
|
2005
Supplemental
Plan (2)
|
|
Edward
B. Meyercord, III (Chief Executive Officer and President)
|
$
462,500
|
$
0
|
|
Warren
A. Brasselle (Executive Vice President - Network
Operations)
|
$
185,000
|
$
8,000
|
|
Jeffrey
Earhart (Executive Vice President - Customer Operations)
|
$
185,000
|
$
9,000
|
|
Aloysius
T. Lawn IV (Executive Vice President - General Counsel and
Secretary)
|
$
203,500
|
$
4,000
|
|
Patrick
O’Leary (Executive Vice President-Business Services)
|
$
87,405
|
$
1,000
|
_____________
(1)
Bonuses determined in accordance with the provisions of our previously reported
2005 Executive Officer and Management Bonus Program, as amended on February
14,
2006, except for those of Mr. O’Leary, who did not participate in the 2005 Bonus
Program. Mr. O’Leary’s bonuses include the additional 2005 bonus approved as
discussed above, as well as the bonus amounts payable to him under his
previously reported employment agreement based on certain performance criteria
relating to the performance of our subsidiary, LDMI Telecommunications, Inc.,
which we acquired in July, 2005.
(2)
Bonuses determined in accordance with the provisions of our previously reported
2005 Supplemental Incentive Compensation Plan.
In
addition, on February 16, 2006, our Compensation Committee approved and
adopted:
(a)
A
program for the payment, under the terms and conditions of the program, of
2006
bonuses to our executive officers and certain other management employees based
on the achievement of certain of our 2006 performance goals. A summary
description of the 2006 bonus program is included as Exhibit 10.2 to this Report
and is incorporated herein by this reference. Our Chief Executive Officer and
President and other executive officers are entitled to participate in this
2006
bonus program.
(b)
A
supplemental incentive compensation plan for a limited number of our and our
subsidiaries’ employees who are designated as participants. A summary
description of this supplemental incentive plan is included as Exhibit 10.3
to
this Report and is incorporated herein by this reference. Our executive
officers, other than our Chief Executive Officer and President, are entitled
to
participate in this supplemental incentive plan and could each receive up to
a
maximum of $16,000 in incentive compensation under this plan for the Company’s
2006 fiscal year.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Number
Description
10.1 2005
Executive Officer and Management Bonus Program Summary, as amended as of
February 14, 2006.*
10.2
2006
Executive Officer and Management Bonus Program Summary.*
10.3
2006
Supplemental Incentive Compensation Plan Summary.*
*Management
contract or compensation plan or arrangement.
______________
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
17, 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
10.1 2005 Executive
Officer and Management Bonus Program Summary, as amended as of February 14,
2006.
10.2 2006 Executive
Officer and Management Bonus Program Summary.
10.3
2006 Supplemental Incentive Compensation Plan Summary.