-----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, HRy0XFNS6hiP6GlWQQgBiYKVlUdd7rg1Lq+zGtX3LSX1TjIJpW1/xmFAIGN76KyL jWqGfz2+uwhWTuEkPrr2/Q== 0000891092-07-004488.txt : 20071022 0000891092-07-004488.hdr.sgml : 20071022 20071022172639 ACCESSION NUMBER: 0000891092-07-004488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071018 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071022 DATE AS OF CHANGE: 20071022 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: 071183796 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 e28904_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 18, 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 1.01 Entry into a Material Definitive Agreement. As disclosed in the Registrant's Current Report on Form 8-K filed with the SEC on August 7, 2007, in connection with the Registrant's proposed acquisition of Verizon's Telecommunications Relay Services ("TRS") division, GoAmerica Relay Services Corp. (a subsidiary of the Registrant formerly named Acquisition 1 Corp.) entered into a Managed Services Agreement, dated August 1, 2007 (the "MSA"), with Stellar Nordia Services LLC, pursuant to which Stellar Nordia will be assuming facilities, employee and operational responsibilities for the two primary call centers associated with the TRS division. On October 18, 2007, GoAmerica Relay Services Corp. and Stellar Nordia Services LLC amended the MSA in order to provide schedules for moving traffic from Verizon's network to Stellar Nordia's network and related pricing based on various potential closing dates of the Registrant's acquisition of Verizon's TRS division. Since it is not known for certain when such acquisition will be consummated, the parties have agreed upon several plans that contemplate a closing on November 2, 2007 but no later than December 1, 2007; on December 2, 2007 but no later than January 1, 2008; on January 2, 2008 but no later than February 1, 2008; and on February 2, 2008 but no later than March 1, 2008. Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit 10.1 Amendment No. 1, dated as of October 18, 2007, by and among GoAmerica Relay Services Corp. (formerly Acquisition 1 Corp.) and Stellar Nordia Services LLC to the Managed Services Agreement, dated as of August 1, 2007. Exhibit 10.2 Managed Services Agreement, dated August 1, 2007, between Acquisition 1 Corp. (now GoAmerica Relay Services Corp.) and Stellar Nordia Services LLC is incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on August 7, 2007. -2- 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 22, 2007 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 related thereto, 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 Registrant 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. -3- Exhibit Index Exhibit No. Description ----------- ----------- Exhibit 10.1 Amendment No. 1, dated as of October 18, 2007, by and among GoAmerica Relay Services Corp. (formerly Acquisition 1 Corp.) and Stellar Nordia Services LLC to the Managed Services Agreement, dated as of August 1, 2007. Exhibit 10.2 Managed Services Agreement, dated August 1, 2007, between Acquisition 1 Corp. (now GoAmerica Relay Services Corp.) and Stellar Nordia Services LLC is incorporated by reference from Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on August 7, 2007. -4- EX-10.1 2 e28904ex10_1.txt AMENDMENT Exhibit 10.1 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this "Amendment"), dated as of October 18, 2007, by and among GoAmerica Relay Services Corp. (formerly Acquisition 1 Corp.) ("GoAmerica"), a wholly-owned subsidiary of GoAmerica, Inc. and a Delaware corporation, and Stellar Nordia Services LLC ("Stellar"), a Nevada corporation, to the Managed Services Agreement, dated as of August 1, 2007 (the "MSA"). Capitalized terms used herein but not defined herein shall have the meanings set forth in the MSA. A. Pursuant to Section 30.1 of the MSA, terms of such agreement may only be changed or modified by a writing signed by both Parties. B. GoAmerica and Stellar desire to amend certain provisions in the MSA to (a) take into account that the Effective Date may occur on or prior to December 1, 2007, January 1, 2008, February 1, 2008 and March 1, 2008 and (b) make certain other changes as set forth herein. NOW, THEREFORE, in consideration of the foregoing recitals and other valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows: AGREEMENT 1. Amendment to Exhibits. Exhibit B to the MSA is hereby deleted in its entirety and replaced with Exhibit A to this Amendment. 2. Transition of Certain Traffic. After the Effective Date, GoAmerica and Stellar shall cooperate to transition to a Stellar Call Center Location (or Locations) in the Philippines any IP relay traffic attributable to or arising out of the Acquisition and which is handled by an E-Performax Call Center in the Philippines pursuant to a pre-existing or post-Effective Date contract with MCI, GoAmerica or an affiliate of either company. Stellar shall use reasonable efforts to complete the transition of any such "E-Performax" traffic to one or more Philippine Call Centers within ten (10) months after the Effective Date. 3. Miscellaneous. 3.1. No Further Amendment. This Amendment shall be limited as written and nothing herein shall be deemed to constitute a waiver or amendment of any other term, provision or condition of the MSA in any other instance than as set forth herein or prejudice any right or remedy that any party hereto may have or may in the future have under the MSA. Except as set forth herein, the terms, provisions and conditions of the MSA shall remain in full force and effect. 3.2. Successors. This Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. -5- 3.3. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. 3.4. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws of the State of New York applicable to agreements made within such state, without regard to its conflict of law provisions. 3.5. Captions. The section numbers and captions appearing in this Amendment and in the attached Exhibit are inserted only for the convenience of the Parties and shall not be construed to define or limit any of the terms herein or affect the meaning or interpretation of this Amendment. [Signature Page Follows] -6- IN WITNESS WHEREOF, the Parties have entered into this Amendment as of the date first written above. Stellar Nordia Services LLC GoAmerica Relay Services Corp. /s/ Bernard Durocher /s/ Dan Luis -------------------- -------------------- Authorized Signature Authorized Signature Name: Bernard Durocher Name: Dan Luis Title: CEO Title: CEO -7- -----END PRIVACY-ENHANCED MESSAGE-----