-----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, UACWgGrDWogP4nIicFEdy1HDBwpNOl0t1YWaX/1QXXLnhnS4BP0KZkXGjlX04Fth 785kALFxLioK1LAmAyKs9g== 0000891092-06-002597.txt : 20060912 0000891092-06-002597.hdr.sgml : 20060912 20060912130636 ACCESSION NUMBER: 0000891092-06-002597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060912 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060912 DATE AS OF CHANGE: 20060912 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29359 FILM NUMBER: 061085931 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 8-K 1 e24972_8k.txt 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): September 12, 2006 GOAMERICA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-29359 22-3693371 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 433 HACKENSACK AVENUE, HACKENSACK, NJ 07601 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (201) 996-1717 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On September 12, 2006, Mr. Mark Kristoff, a director of GoAmerica, Inc. (the "Company"), submitted his voluntary resignation to the Company, effective immediately. Mr. Kristoff was a member of the Audit and Compensation Committees. (d) On September 12, 2006, the Board of Directors elected Jan Dehesh as a new director to fill the vacancy created by Mark Kristoff's resignation. The Board Committee(s) on which Ms. Dehesh will serve has not been determined as of this filing. There are no arrangements or understandings between Ms. Dehesh and any other person pursuant to which Ms. Dehesh was elected as a director, and there are no transactions in which Ms. Dehesh has an interest requiring disclosure under Item 404(a) of Regulation S-K. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibit is filed with this Current Report on Form 8-K: Exhibit 99.1 Press Release of GoAmerica, Inc., dated September 12, 2006 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. GOAMERICA, INC. By: /s/ Wayne D. Smith ---------------------------------- Wayne D. Smith Executive Vice President, General Counsel and Secretary Dated: September 12, 2006 Exhibit Index Exhibit 99.1 Press Release of GoAmerica, Inc. dated September 12, 2006 EX-99.1 2 e24972ex99_1.txt PRESS RELEASE Exhibit 99.1 [GoAmerica letterhead] CONTACT: Investor Relations GoAmerica Voice: 201-996-1717 investors@goamerica.com FORMER QUALCOMM EXECUTIVE JOINS GOAMERICA(R) BOARD OF DIRECTORS HACKENSACK, NJ, September 12, 2006 -- GoAmerica, Inc. (NASDAQ: GOAM), a leading provider of online and wireless telecommunications relay services (TRS), today announced the appointment of Jan Dehesh to its Board of Directors. Ms. Dehesh, a 17-year veteran of QUALCOMM, currently runs her own wireless/telecommunications consulting firm, Dehesh International. From 1987 to 2004, she served in several executive roles at QUALCOMM. Most recently, as a Vice President of Business Development, Ms. Dehesh developed and implemented marketing programs to accelerate the adoption of QUALCOMM's Code Division Multiple Access (CDMA) products and services through strategic partnerships on a worldwide basis. Previously, Ms. Dehesh served as Vice President of Information Technology at QUALCOMM and helped create the company's worldwide telecommunications and computing infrastructure. "Jan's experience and involvement within the wireless and technology industries will be a great resource to the Company as we continue to develop text- and video-based products that are optimized for wired and wireless broadband networks," said Aaron Dobrinsky, Chairman of GoAmerica. "The services being developed at GoAmerica, along with their commitment to consumers who are Deaf or hard-of-hearing, have really captured my attention," said Jan Dehesh. "The ability to communicate on-the-go is important to everyone and I look forward to being a resource for the Company while serving the shareholders through this position on the Board." The Company also announced the retirement of Mark Kristoff from its Board as of September 12, 2006. Mr. Kristoff joined the Company's Board shortly after its founding, and the Board expresses its appreciation for his dedicated service during the past 10 years. About GoAmerica GoAmerica provides a wide range of wireless, relay and prepaid communications services, customized for people who are deaf, hard-of-hearing or speech impaired. The Company's vision is to improve the quality of life of its customers by being their premier provider of innovative communication services. For more information on the Company or its services, visit http://www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717 or via Internet relay by visiting http://www.i711.com. Safe Harbor The statements contained in this news release that are not based on historical fact are "forward-looking statements" that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "expect", "estimate", "anticipate", "continue", or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve risks and uncertainties, including, but not limited to those of GoAmerica including: (i) our limited operating history; (ii) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (iii) our dependence on wireless carrier networks; (iv) our ability to respond to increased competition in the wireless data industry; (v) our ability to integrate acquired businesses and technologies; (vi) our ability to generate revenue growth; (vii) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; (viii) difficulties inherent in predicting the outcome of regulatory processes; and (ix) our limited experience in offering prepaid calling cards. Such risks and others are more fully described in the Risk Factors set forth in our filings with the Securities and Exchange Commission. Our actual results could differ materially from the results expressed in, or implied by, such forward-looking statements. GoAmerica is not obligated to update and does not undertake to update any of its forward looking statements made in this press release. Each reference in this news release to "GoAmerica", the "Company" or "We", or any variation thereof, is a reference to GoAmerica, Inc. and its subsidiaries. "GoAmerica" and "i711" are registered trademarks of GoAmerica. "i711.com", "i711 Wireless", "ClickRelay" and "Clear Mobile" are trademarks, and "Relay and Beyond" is a service mark of GoAmerica. Other names may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----