-----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, UJ7PW2R1Afx8QrVkjEHDAcM4eZ5dm6Ur5vYhdmlvK29ujTfZeGEjCj/pJMQt3Hye kcvZc44mevYgA9j2zKQv7g== 0000891092-07-004378.txt : 20071011 0000891092-07-004378.hdr.sgml : 20071011 20071011172920 ACCESSION NUMBER: 0000891092-07-004378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071011 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 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: 071167938 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 e28811_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): October 11, 2007 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) |X| 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 2.02. Results of Operations and Financial Condition. On October 11, 2007, the Registrant distributed a press release announcing that it had filed preliminary proxy materials in connection with its proposed acquisition of the assets of Verizon's Telecommunications Relay Services (TRS) division and merger with Hands On Video Relay Services, Inc. and related matters. The press release also disclosed certain information regarding the Registrant's results of operations for the third quarter. A copy of the press release is annexed hereto as Exhibit 99.1. Item 8.01. Other Events. See Item 2.02 above, which is incorporated by reference into this Item 8.01. -2- 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 October 11, 2007. -3- 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. GOAMERICA, INC. By: /s/ Wayne D. Smith -------------------------------------------- Wayne D. Smith Executive Vice President and General Counsel Dated: October 11, 2007 -4- Exhibit Index Exhibit 99.1 Press Release of GoAmerica, Inc., dated October 11, 2007 -5- EX-99.1 2 e28811ex99_1.txt PRESS RELEASE Exhibit 99.1 [LOGO] GOAMERICA(R) CONTACTS: GoAmerica Laura Kowalcyk Cubitt Jacobs & Prosek lkowalcyk@cjpcom.com 212-279-3115 x209 GOAMERICA(R) FILES PRELIMINARY PROXY STATEMENT IN CONNECTION WITH PROPOSED TRANSACTIONS; GOAMERICA(R) ANNOUNCES PRELIMINARY THIRD QUARTER OPERATING RESULTS HACKENSACK, N.J., October 11, 2007 - GoAmerica, Inc. (NASDAQ: GOAM), a provider of communications services for people who are deaf, hard-of-hearing, or speech-disabled, today announced the filing of a preliminary proxy statement with the Securities and Exchange Commission ("SEC") associated with the Company's previously announced pending acquisitions. The preliminary proxy statement, which may be subject to SEC review prior to distribution to GoAmerica's stockholders, includes several items for stockholder consideration, including the main proposals to approve: 1) GoAmerica's acquisition of Verizon's Telecommunications Relay Services division ("TRS") as previously announced on August 1, 2007; and 2) GoAmerica's merger with Hands On Video Relay Services, Inc. ("Hands On") as previously announced on September 12, 2007. GoAmerica will utilize committed financing to be provided by funds managed by Clearlake Capital Partners, LLC for such transactions. The TRS and Hands On transactions will result in a change of control of GoAmerica, as more fully described in the preliminary proxy statement. GoAmerica expects to report third quarter revenues in its upcoming third quarter Form 10-Q filing (which will be made in November 2007) of approximately $4.7 to 4.8 million and a net loss of approximately $800,000 to $900,000. The Company has also renegotiated elements of its call center outsourcing agreement with Stellar Nordia LLC which are expected to significantly improve the text relay cost structure of the GoAmerica business and for the combined businesses if the proposed transactions are consummated. GoAmerica should begin realizing these improvements in the fourth quarter of 2007. As described in the preliminary proxy filing, the acquisition of Verizon's TRS division is subject to the receipt of regulatory approvals, and both the TRS and Hands On transactions are subject to the receipt of the approval of GoAmerica's stockholders and other customary conditions, but are not subject to a separate financing contingency. The Hands On merger is conditioned on consummation of the acquisition of Verizon's TRS division. About Telecommunications Relay Services Telecommunications Relay Services ("telerelay services"), created by Title IV of the Americans with Disabilities Act of 1990 ("ADA"), enables an individual with a hearing or speech disability to communicate by telephone or other device through the telephone system with a person without such a disability through a communications assistant ("CA") at a relay center. Internet-based telerelay services are delivered in both text- and video-based forms. Text services, often called "IP relay", enable deaf or hard of hearing callers to use a Web-connected computer or wireless handheld device to place calls, which are connected to a relay operator. The CA calls the voice number and then verbally speaks the text message typed by the deaf caller to the hearing recipient and types the hearing party's responses back to the deaf party. Using video relay services ("VRS"), a deaf caller begins a call by communicating directly with a sign language interpreter over a live video connection, either on a webcam-equipped PC or a set-top videophone; the interpreter places the call on the deaf person's behalf, and translates the sign language into audible speech for the hearing person, and back into sign language for the deaf caller. This real-time call enables a deaf person to have phone conversations with hearing friends, family, and colleagues more naturally using sign language. Telerelay service providers, such as GoAmerica, receive reimbursement either directly from state contracts, or from a pool of funds, collected from telephone carriers by the Federal Communications Commission ("FCC") and administered by the National Exchange Carriers Association ("NECA"), based on the number of conversation minutes handled by each provider. About Hands On Video Relay Services, Inc. Hands On is a recognized leader in VRS throughout the country and is the second largest VRS provider in the nation. Hands On has been serving the needs of the deaf and hard-of- hearing community since 1992 when it first established Hands On Sign Language Services, Inc., a community based sign language services agency. Hands On is committed to removing communication barriers for deaf and hard-of-hearing individuals while providing quality services they can rely on. Hands On is a linguistically diverse company that employs both deaf/hard-of-hearing and hearing employees. About GoAmerica GoAmerica provides a wide range of wireless and relay communications services, customized for people who are deaf, hard-of-hearing, or speech-disabled. 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 GoAmerica 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. About Clearlake Capital Group Clearlake Capital Partners is a private investment firm integrating private equity, leveraged finance, and special situations in both private and public market opportunities. Clearlake seeks to partner with world-class management teams to invest in businesses going through change or expansion with patient long-term capital. The firm has a flexible mandate to invest across the capital structure in corporate divestitures, recapitalizations, restructurings, going private buyouts and minority equity investments. Clearlake's founding principals, Steven Chang, Behdad Eghbali and Jose Feliciano, have led over 30 investments totaling more than $3 billion of capital in sectors including business services, communications and media, energy and power, healthcare, manufacturing, retail/consumer and technology. Safe Harbor The statements contained in this news release that are not based on historical fact -- including statements regarding the anticipated results and effects of the pending acquisitions and the preliminary third quarter and last twelve months operating results -- constitute "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: (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; and (viii) difficulties inherent in predicting the outcome of regulatory processes. 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", the "GoAmerica" logo, "i711", and the "i711.com" logo, and "Relay and Beyond" are registered trademarks of GoAmerica. "i711.com" and "i711 Wireless" are trademarks and service marks of GoAmerica. Other names may be trademarks of their respective owners. IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT: In connection with the proposed acquisition of the assets of Verizon's TRS division, the proposed acquisition of Hands On and the proposed equity financings described herein, GoAmerica has filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and stockholders may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. GoAmerica's stockholders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail to the Company at 433 Hackensack Avenue, Hackensack, New Jersey 07601, or by telephone to (201) 996-1717. GoAmerica and its directors and officers may be deemed to be participants in the solicitation of proxies from GoAmerica's stockholders with respect to the proposed transactions. Information about GoAmerica's directors and officers and their ownership of GoAmerica common stock is set forth in the GoAmerica proxy statements and Annual Reports on Form 10-K and 10-K/A, previously filed with the SEC, and is set forth in the proxy statement relating to the proposed transactions. ###28811-1011-76235 -----END PRIVACY-ENHANCED MESSAGE-----