Form 8 A/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Talk
America Holdings, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of incorporation)
|
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)
Securities
to be registered pursuant to Section 12(b) of the Act:
|
Title
of each class
to
be so registered
|
Name
of each exchange on which
each
class is to be registered
|
|
_None________________________________
|
_____________________________________
|
|
_____________________________________
|
_____________________________________
|
|
_____________________________________
|
_____________________________________
|
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. [ ]
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. [X]
Securities
Act registration statement file number to which this form relates: N/A
(if
applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Share
Purchase Rights
Title
of
Class
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
This
Amendment amends and supplements the Registration Statement on Form 8-A
initially filed on August 22, 1999 (the "Form 8-A") by Talk America Holdings,
Inc. (the “Company”). Capitalized terms used without definition in this
Amendment shall have the respective meanings ascribed to them in the Form
8-A.
Item
1. Description of Registrant's Securities to Be
Registered.
Item
1 of
the Form 8-A is hereby amended and supplemented by adding the following at
the
end of Item 1 under the heading "The Merger Transaction":
On
September 22, 2006, the Company, Cavalier Telephone Corporation, a Delaware
corporation ("Parent"), and Cavalier Acquisition Corp., a Delaware corporation
and indirectly wholly owned subsidiary of Parent ("Merger Sub"), entered into
an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement and subject to the terms therein, Merger Sub will be merged (the
"Merger") with and into the Company, with the Company being the surviving
corporation in the Merger. Prior to the execution of the Merger Agreement,
the
Company and Stocktrans, Inc., as Rights Agent, entered into a Third Amendment
to
Rights Agreement, dated as of September 22, 2006 (the "Rights Agreement
Amendment"), which amends the Rights Agreement (as amended by amendments thereto
dated as of September 19, 2001 and December 13, 2002). The effect of the Rights
Agreement Amendment is to permit execution of the Merger Agreement and the
consummation of the transactions contemplated by the Merger Agreement, including
the Merger, without triggering the separation or exercise of the Rights or
any
adverse event under the Rights Agreement.
In
particular, the Rights Agreement Amendment provides that neither Parent, Merger
Sub nor any of their affiliates shall be deemed to be an Acquiring Person,
and a
Distribution Date shall not be deemed to have occurred, and no holder of any
Rights shall be entitled to exercise such Rights under the Rights Agreement,
in
any such case solely by virtue of the execution and delivery of the Merger
Agreement. In addition, pursuant to the Rights Agreement Amendment, the Rights
will cease to be exercisable upon consummation of the Merger.
The
Rights Agreement Amendment is incorporated by reference herein, and the
foregoing description of the Rights Agreement Amendment is qualified in its
entirety by reference to the Rights Agreement Amendment.
Item
2. Exhibits.
1. Third
Amendment to Rights Agreement, dated as of September 22, 2006, amending the
Rights Agreement, dated as of August 19, 1999 (as amended September 19, 2001
and
December 13, 2002), between Talk America Holdings, Inc. and Stocktrans, Inc.,
as
Rights Agent (incorporated by reference to the Company's Current Report on
Form
8-K filed on September 26, 2006).
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
TALK
AMERICA HOLDINGS, INC.
By: /s/
Aloysius T. Lawn, IV
Name:
Aloysius T. Lawn, IV
Title:
ExecutiveVice President - General Counsel and Secretary
Date: September
26,
2006