UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 29, 2003 TALK AMERICA HOLDINGS, INC. --------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 000-26728 23-2827736 -------- --------- ---------- (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) TALK AMERICA HOLDINGS, INC. 12020 SUNRISE VALLEY DRIVE RESTON, VIRGINIA 20191 (Address of Principal Executive Offices, Including Zip Code) (703) 391-7500 -------------- (Registrant's telephone number, including area code) N/A --- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Earnings Release dated April 29, 2003. ITEM 9. REGULATION FD DISCLOSURE. The information contained in this Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216; 34-47583. The information in this Current Report 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 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. On April 29, 2003, Talk America Holdings, Inc. issued an earnings release announcing its financial results for the first quarter ended March 31, 2003. A copy of the earnings release is attached as Exhibit 99.1. 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. TALK AMERICA HOLDINGS, INC. Date: April 29, 2003 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 Earnings Release dated April 29, 2003 (filed herewith).