-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHx7/lK3FahUVZ/x7e8X4GOtfBal0PUIJblidOR3tpQDPPDoooe/PcIXdQwFIMuB p6IOXXo1Nolmx5gmRUywUQ== 0000891092-04-001355.txt : 20040322 0000891092-04-001355.hdr.sgml : 20040322 20040322102257 ACCESSION NUMBER: 0000891092-04-001355 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOAMERICA INC CENTRAL INDEX KEY: 0001101268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 223693371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29359 FILM NUMBER: 04681340 BUSINESS ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019961717 MAIL ADDRESS: STREET 1: C/O GOAMERICA STREET 2: 401 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 10-K/A 1 e17275_10ka.txt FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------- FORM 10-K/A (amending Item 5 to reference the previously disclosed issuance of unregistered securities) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 0-29359 GOAMERICA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3693371 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 433 Hackensack Avenue, Hackensack, New Jersey 07601 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 996-1717 ---------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value (Title of Class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: |X| No: Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes: No: |X| The aggregate market value of the voting common equity of the registrant held by non-affiliates (for this purpose, persons and entities other than executive officers, directors, and 5% or more shareholders) of the registrant, as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2003), was $15,770,560. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2004: Class Number of Shares ----- ---------------- Common Stock, $0.01 par value 55,721,868 The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrant's definitive Proxy Statement for its 2004 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Item 5. Market for the Registrant's Common Equity, and Related Stockholder Matters. Market for our Common Stock - --------------------------- Our common stock traded on the Nasdaq National Market from our initial public offering in April 2000 until August 28, 2002, at which time our listing moved to the Nasdaq Small Cap Market, where it continues to trade under the symbol "GOAM." The following table sets forth the high and low sales prices for our common stock for the quarters indicated as reported on the Nasdaq National Market and Nasdaq SmallCap Market. Quarter Ended High Low ------------------------------------------------ March 31, 2002 ........ $2.60 $1.05 June 30, 2002 ......... $1.39 $0.25 September 30, 2002 .... $0.59 $0.15 December 31, 2002 ..... $0.73 $0.20 March 31, 2003 ........ $0.46 $0.21 June 30, 2003 ......... $0.74 $0.15 September 30, 2003 .... $0.56 $0.24 December 31, 2003 ..... $1.03 $0.29 As of February 11, 2004, the approximate number of holders of record of our common stock was 261 and the approximate number of beneficial holders of our common stock was 16,000. The market price of our common stock has fluctuated since the date of our initial public offering and is likely to fluctuate in the future. Changes in the market price of our common stock and other securities may result from, among other things: o Quarter-to quarter variations in operating results o Operating results being less than analysts' estimates o Changes in analysts' earnings estimates o Announcements of new technologies, products and services or pricing policies by us or our competitors o Announcements of acquisitions or strategic partnerships by us or our competitors o Developments in existing customer or strategic relationships o Actual or perceived changes in our business strategy o Developments in pending litigation and claims o Sales of large amounts of our common stock o Changes in market conditions in wireless technology and wireless telecommunication o Changes in general economic conditions o Fluctuations in securities markets in general. Our common stock is currently not in compliance with Nasdaq Marketplace Rule 4450(a)(5) which requires that a listed company maintain a minimum bid price of $1.00 per share. The Company received notification from the Nasdaq Listing Qualifications Panel extending until May 31, 2004 GoAmerica's temporary exemption from the $1.00 minimum closing bid price per share requirement for continued listing on The Nasdaq SmallCap Market (pursuant to Nasdaq's newly amended Marketplace Rule 4310(c)(8)(D) as approved by the Securities and Exchange Commission (the "SEC") on December 23, 2003). In providing such additional time, the Nasdaq Listings Qualifications Panel noted that the Company is in compliance with all other Nasdaq listing requirements and that GoAmerica has filed a proxy statement pursuant to which the Company will be seeking shareholder approval of, among other things, granting GoAmerica's Board of Directors the discretion to implement a reverse stock split if such action is required to maintain the Company's listing on the Nasdaq SmallCap Market. If our common stock is delisted by Nasdaq, our common stock would be eligible to trade on the OTC Bulletin Board maintained by Nasdaq, another over-the-counter quotation system, or on the pink sheets, where an investor may find it more difficult to dispose of our shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to a rule promulgated by the Commission that, if we fail to meet criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. Delisting from Nasdaq will make trading our common stock more difficult for investors, potentially leading to further declines in our share price. It would also make it more difficult for us to raise additional capital. Further, if we are delisted we could also incur additional costs under state blue sky laws in connection with any sales of our securities. Related Stockholder Matters - --------------------------- We have never declared or paid any cash dividends on our common stock. We intend to retain earnings, if any, to fund future growth and the operation of our business. Use of Proceeds - --------------- On April 6, 2000, the SEC declared effective our Registration Statement on Form S-1 (No. 333-94801) as filed with the SEC in connection with our initial public offering of common stock, which was managed by Bear, Stearns & Co., Inc., Chase H&Q, U.S. Bancorp Piper Jaffray, Wit SoundView and DLJdirect, now Harrisdirect. Pursuant to such Registration Statement, on April 12, 2000 we consummated the issuance and sale of an aggregate of 10,000,000 shares of our common stock, for a gross aggregate offering price of $160 million. We incurred underwriting discounts and commissions of approximately $11.2 million. In connection with such offering, we incurred total expenses of approximately $2.6million. As of December 31, 2003, approximately $568,000 of the $146.2 million in net proceeds received by us upon consummation of such offering, pending specific application, were invested in short-term, investment-grade, interest-bearing instruments. The remaining $145.6 million of the net proceeds have been specifically applied as follows: (i) $5.1 million for the acquisition of other businesses, (ii) $38.1 million for sales and marketing expenses, (iii) $10.9 million for the purchase of capital assets, and (iv) $91.5 million for working capital needs. Unregistered Securities - ----------------------- During the fourth quarter of 2003, the Company issued securities as follows: (a) As part of a settlement with its landlord, the Company issued to its landlord a warrant to purchase 1,000,000 shares of the Company's Common Stock at an exercise price of $.46 per share at any time prior to November 14, 2008. See Note 3 of the Notes to the Company's Consolidated Financial Statements. (b) In connection with a private placement of securities that was consummated on March 10, 2004, the Company effected a bridge financing on December 19, 2003. Pursuant to that financing, the Company issued $1,015,000 aggregate principal amount of convertible notes which were convertible into shares of the Company's Common Stock at a rate of $.15 per share (for a total of 6,766,667 shares). See Note 5 of the Notes to the Company's Consolidated Financial Statements. These notes were fully converted on March 10, 2004. (c) As part of the above-mentioned bridge financing, on December 19, 2003, the Company issued to the investors in its private placement warrants to purchase 1,353,333 shares of the Company's Common Stock at an exercise price of $0.15 per share at any time for a period of five years. The Company also issued to the placement agent warrants to purchase an aggregate of 812,000 shares of the Company's Common Stock at an exercise price of $0.15 per share at any time for a period of five years. These securities were issued without registration under the Securities Act of 1933 based on the exemption afforded by Section 4(2) of that Act. The investors were accredited investors which understood that they could not resell such shares in the absence of registration or another exemption from registration. The Company intends to register all such shares for resale under the Securities Act of 1933. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, this 22nd day of March, 2004. GOAMERICA, INC. By: /s/ Daniel R. Luis ----------------------- Daniel R. Luis Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----