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): August 2, 2000
TALK.COM INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-26728 23-2827736
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Commission File Number (IRS Employer Identification No.)
12020 Sunrise Valley Drive, Reston VA 20191
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(Address of principal executive offices) (Zip Code)
703-391-7500
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Registrant's telephone number,
including area code
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Item 5. Other Events
As previously reported, in connection with the acquisition by America
Online, Inc. ("AOL") of 4,121,372 shares of Talk.com common stock, Talk.com
agreed in its Investment Agreement with AOL to reimburse AOL for certain losses
AOL may incur on the sale of any of these shares for less than $19 per share
during the period from June 1, 1999 to September 30, 2000. To date, AOL has not
exercised these rights to seek shortfall reimbursement from Talk.com, and, by an
amendment to the Investment Agreement dated as of August 2, 2000, the
reimbursement period, as described above, was extended from September 30, 2000
to September 30, 2001. A copy of the amendment is included as Exhibit 99.1 to
this report. Also on August 2, 2000, Talk.com received a letter from AOL stating
that AOL did not intend to exercise such right to reimbursement for shortfalls
before December 31, 2000. A copy of the AOL letter is included as Exhibit 99.2
to this report.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Second Amendment to Investment Agreement, dated as of August 2, 2000,
between Talk.com Inc. and America Online, Inc.
99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.
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SIGNATURE
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.COM INC.
Dated: August 3, 2000 By: /s/ Aloysius T. Lawn, IV
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Name: Aloysius T. Lawn, IV
Title: Secretary and General Counsel
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EXHIBIT LIST
99.1 Second Amendment to Investment Agreement, dated as of August 2, 2000,
between Talk.com Inc. and America Online, Inc.
99.2 Letter dated August 2, 2000 from America Online, Inc to Talk.com Inc.
