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): December 31, 2007

GOAMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)  0-29359
(Commission File Number)  22-3693371
(IRS Employer 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 1.01 Entry into a Material Definitive Agreement.

        GoAmerica, Inc. (the “Company” or “GoAmerica”) has entered into an amendment to its asset purchase agreement with MCI Communications Services, Inc. relating to the Company’s acquisition of Verizon’s Telecommunications Relay Services (TRS) division. The amendment extends the termination date of the asset purchase agreement to January 10, 2008, requires GoAmerica to increase its deposit from $1 million to $2 million and reduces the cash payment due from GoAmerica at closing by $4 million. The extension and amendment also provides for GoAmerica to release MCI from certain potential claims that could arise under the Asset Purchase Agreement.

        GoAmerica has extended the termination date applicable under its merger agreement with Hands On Video Relay Services, Inc. and its financing arrangements with Clearlake Capital Group, L.P. to January 10, 2008 as well.

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 Letter Agreement, dated January 1, 2008, among GoAmerica, Inc., Clearlake Capital Group, L.P. and CCP A, L.P.

Exhibit 10.2 Amendment No. 2 to Asset Purchase Agreement, dated as of January 1, 2008, by and between MCI Communications Services, Inc., a Delaware corporation, and GoAmerica Relay Services Corp., a Delaware corporation formerly known as Acquisition 1 Corp.

Exhibit 10.3 Letter Agreement, dated December 31, 2007, among GoAmerica, Inc., Hands On Video Relay Services, Inc. and Bill M. McDonagh, as Stockholders’Agent, amending Agreement and Plan of Merger.

Exhibit 99.1 Press Release, dated January 2, 2008, of the Company.

 

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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/ Donald G. Barnhart
Donald G. Barnhart
Chief Financial Officer

Dated: January 2, 2008

 

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Exhibit Index

Exhibit No.	Description
Exhibit 10.1	Letter Agreement, dated January 1, 2008, among GoAmerica, Inc., Clearlake Capital Group, L.P. and CCP A, L.P.
Exhibit 10.2	Amendment No. 2 to Asset Purchase Agreement, dated as of January 1, 2008, by and between MCI Communications Services, Inc., a Delaware corporation, and GoAmerica Relay Services Corp., a Delaware corporation formerly known as Acquisition 1 Corp.
Exhibit 10.3	Letter Agreement, dated December 31, 2007, among GoAmerica, Inc., Hands On Video Relay Services, Inc. and Bill M. McDonagh, as Stockholders’Agent, amending Agreement and Plan of Merger.
Exhibit 99.1	Press Release, dated January 2, 2008, of the Company.

 

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EX-10.1

Exhibit 10.1

GoAmerica, Inc.
433 Hackensack Avenue, 3rd Floor
Hackensack, NJ 07601

January 1, 2008

CCP A, L.P.
650 Madison Avenue, 23^rd Floor
New York, New York 10022
Attn: Mr. Behdad Eghbali and Mr. Steve Chang
 
Clearlake Capital Group, L.P.
650 Madison Avenue, 23^rd Floor
New York, New York 10022
Attn: Mr. Behdad Eghbali and Mr. Steve Chang
 
                    Re: Extensions

Dear Behdad and Steve:
 

We are writing this letter agreement in connection with actions to be taken with respect to the following agreements:
 

(a) Asset Purchase Agreement, dated as of August 1, 2007, as amended through the date hereof (the “Asset Purchase Agreement”), by and between MCI Communications Services, Inc., a Delaware corporation, and GoAmerica Relay Services Corp. (formerly Acquisition 1 Corp.), a Delaware corporation and a wholly-owned subsidiary of GoAmerica, Inc., a Delaware corporation (“GoAmerica”);

(b) Agreement and Plan of Merger, dated as of September 12, 2007, as amended by the side letters dated September 17, 2007, October 8, 2007, October 11, 2007 and November 6, 2007, as amended through the date hereof (the “Merger Agreement”), by and among GoAmerica, HOVRS Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of GoAmerica, Hands On Video Relay Services, Inc., a Delaware corporation (“Hands On”), and Bill M. McDonagh as stockholders’ agent;

(c) Amended and Restated Series A Preferred Stock Purchase Agreement, dated as of September 12, 2007, as amended (the “Stock Purchase Agreement”), by and between GoAmerica and CCP A, L.P. (the “Investor”);

(d) Amended and Restated First Lien Commitment Letter, dated as of September 12, 2007, by and between GoAmerica and the Investor (the “First Lien Letter”); and

(e) Amended and Restated Second Lien Commitment Letter, dated as of September 12, 2007, by and between GoAmerica and the Investor (the “Second Lien Letter”)

This letter agreement confirms the mutual understanding of GoAmerica, Clearlake Capital Group, L.P. (“Clearlake”) and the Investor with respect to the following:

          1.      GoAmerica proposes to extend the termination date under the Asset Purchase Agreement and to make certain other changes to the Asset Purchase Agreement  by entering into an amendment to the Asset Purchase Agreement in the form of Exhibit A annexed hereto. The Investor and Clearlake consent to such amendment.

          2.     GoAmerica proposes to extend the termination date under the Merger Agreement by entering into an amendment to the Merger Agreement in the form of Exhibit B annexed hereto. The Investor and Clearlake consent to such amendment.

          3.     All references to the date “December 31, 2007” in Section 11.1(c)(i) of the Stock Purchase Agreement shall hereinafter be deemed to be references to the date “January 10, 2008”.

          4.      All references to the date “December 31, 2007” in the last sentence of Section 1(b) of the First Lien Letter and in Section 2 of the First Lien Letter shall hereinafter be deemed to be references to the date “January 10, 2008”.

This letter agreement shall be governed by the internal laws of the State of New York, without regard to conflict of laws principles, except for applicable Federal law.

EACH OF GOAMERICA, CLEARLAKE AND THE INVESTOR HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LETTER AGREEMENT.

Very truly yours,

GOAMERICA, INC.

By: /s/ Daniel R. Luis
Name: Daniel R. Luis
Title: Chief Executive Officer

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ACKNOWLEDGED AND AGREED TO THIS 1st DAY OF January, 2008:

CCP A, L.P.
 
By: Clearlake Capital Partners, LLC
Its: General Partner
 
   By: CCG Operations, LLC
   Its: Managing Member
 
     By: /s/ Steve Chang
     Name: Steve Chang
     Title: Authorized Signatory

CLEARLAKE CAPITAL GROUP, L.P.

By: CCG Operations, LLC
Its: General Partner
 
   By: /s/ Steve Chang

   Name: Steve Chang
   Title:

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EXHIBIT A
 
AMENDMENT TO THE ASSET PURCHASE AGREEMENT

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EXHIBIT B
 
AMENDMENT TO THE MERGER AGREEMENT

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EX-10.2

Exhibit 10.2

Execution Copy

AMENDMENT NO. 2 TO

ASSET PURCHASE AGREEMENT

      THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (“Amendment”) is entered into as of January 1, 2008, by and between MCI COMMUNICATIONS SERVICES, INC., a Delaware corporation (“Seller”), and GOAMERICA RELAY SERVICES CORP., a Delaware corporation formerly known as Acquisition 1 Corp. (“Buyer”; each of Buyer and Seller shall be referred to from time to time as a “Party” and collectively as the “Parties”).

R E C I T A L S

      WHEREAS, Buyer and Seller are the parties to the Asset Purchase Agreement dated as of August 1, 2007, as amended by Amendment No. 1 dated as of November 21, 2007 (as amended, the “APA”), relating to the sale by Seller and purchase by Buyer of certain assets used in the operation by Seller of a business of providing telecommunications relay services. Capitalized terms used in this Amendment without definition shall have the meanings given to them in the APA;

      WHEREAS, to accommodate Buyer’s need to arrange for accumulation and transfer of the funds needed to pay the Purchase Price at Closing, Buyer has requested that the Termination Date under the APA be extended and the Closing Date be established to occur on the amended Termination Date; and

      WHEREAS, Seller is willing to accommodate Buyer’s request upon and subject to the terms and conditions herein set forth, and accordingly the Parties wish to amend the APA as set forth in this Amendment;

      NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and conditions herein contained, and intending to be legally bound, the parties hereto agree as follows:

      1.      Amendment of APA.

         (a)     The first sentence of Section 9.1(a) is amended to read in its entirety as follows:

Anything herein or elsewhere to the contrary notwithstanding, this Agreement shall terminate automatically if the Closing has not occurred by midnight Friday January 10, 2008 (the “Termination Date”).
 

         (b)     The first sentence of Section 10.1(a) is amended to read in its entirety as follows:

Unless this Agreement is terminated pursuant to Section 9.1, the closing (“Closing”) of the transactions contemplated by this Agreement shall take place on January 10, 2008.

         (c)     The definition of Net Working Capital in Section 1.1 is amended to read in its entirety as follows:

      “Net Working Capital” means the sum of: (x) all Trade Receivables, plus (y) prepaid expenses related to marketing and prepaid rents under Facilities Leases, minus (z) Employee Liabilities.

         (d)      The first sentence of Section 2.4.1 is amended to read in its entirety as follows:

      The aggregate consideration for the Purchased Assets shall be (a) cash in the amount of Forty-Six Million Dollars ($46,000,000.00) (the “Base Purchase Price”, comprising the Deposit and the Closing Payment), as it may be adjusted pursuant to Section 2.4.2 (as so adjusted, the “Purchase Price”), (b) the Earn-Out, and (c) the assumption of the Assumed Liabilities.

(e) Paragraph 2.4.1 is amended such that the second sentence of that paragraph reads, in its entirety, as follows:

      Prior to or simultaneously with the execution of this Agreement, Buyer shall pay to Seller a cash deposit in the amount of One Million Dollars ($1,000,000.00) in immediately available United States funds to an account designated by Seller and on January 2, 2008, Buyer shall pay to Seller a second cash deposit in the amount of One Million Dollars ($1,000,000.00) in immediately available United States funds to an account designated by Seller (both payments together the “Deposit”).

     2.      Satisfaction of Closing Conditions. Each of Buyer and Seller hereby acknowledges, confirms and agrees that each and all of the conditions set forth in Section 6.1 and 6.2 of the APA, respectively, to its obligation to consummate the transactions set forth in the APA have been and remain satisfied as of the date of this Amendment and it has no reason to believe that any such condition will not be satisfied as of the Closing Date. Buyer agrees that it shall have no further rights, and Seller shall have no further obligations, pursuant to Section 5.7 of the APA on or after the date of this Amendment.

     3.      Waiver and Release of Claims. Buyer has informally made certain claims and assertions relating to information provided by Seller to Buyer, or allegedly withheld by Seller from Buyer, relating to the Business. Buyer hereby confirms that it has satisfied itself with respect to such claims and assertions and that it knows of no basis for asserting that Seller has misrepresented the Business, the Purchased Assets or the Assumed Liabilities to Buyer or any officer, director, employee, agent or representative of Buyer. Buyer hereby waives, and releases Seller and each Seller Indemnified Party from, any and all claims and liability whatsoever for Losses relating to the Business, the Purchased Assets, the Assumed Liabilities, the APA or the dealings of the Parties connected with the negotiation and execution of the APA and the consummation of the transactions contemplated by the APA, other than Losses which Seller is obligated to indemnify against pursuant to Section 8.2 of the APA.

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     4.      Best Efforts to Close. Buyer will undertake its best efforts to close the transaction contemplated by the APA as soon as possible and in any event by the Termination Date.

     5.      No Other Changes. Except as amended hereby, the APA remains in full force and effect in accordance with its terms.

     6.      Counterparts. This Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall become binding when one or more counterparts taken together shall have been executed and delivered by all of the parties. It shall not be necessary in making proof of this Amendment or any counterpart hereof to produce or account for any of the other counterparts.

[Remainder of page intentionally left blank]

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[Signature page of Amendment No. 2 to Asset Purchase Agreement]
 

      IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

GOAMERICA RELAY SERVICES CORP.		MCI COMMUNICATIONS SERVICES, INC.
By:	/s/ Dan Luis	By:	/s/ Randal S. Milch
	Name: Dan Luis Title: CEO		Name: Randal S. Milch Title: Senior Vice President and General Counsel

EX-10.3

Exhibit 10.3

GoAmerica, Inc.
433 Hackensack Avenue, 3rd Floor
Hackensack, NJ 07601

December 31, 2007

Mr. Edmond Routhier
President
Hands On Video Relay Services, Inc.
590 Menlo Drive
Rocklin, CA 95765-3708

Re: Agreement and Plan of Merger dated September 12, 2007, as amended by the side letters dated September 17, 2007, October 8, 2007, October 11, 2007 and November 6, 2007 (the “Merger Agreement”), by and among GoAmerica, Inc., a Delaware corporation (“GoAmerica”), HOVRS Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of GoAmerica, Hands On Video Relay Services, Inc., a Delaware corporation (“Hands On”), and Bill M. McDonagh as stockholders’ agent

Dear Ed and Bill:

        Section 8.1(b) of the Merger Agreement shall be deleted in its entirety and replaced with the following:

        “(b) by Acquirer or HOVRS, if the Merger shall not have been consummated by January 10th, 2008 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date;”

        Except as expressly set forth in the preceding sentence, the Merger Agreement shall remain unmodified and in full force and effect.

Very truly yours,
GOAMERICA, INC.
By:	/s/ Daniel R. Luis
	Daniel R. Luis, President

ACKNOWLEDGED AND AGREED TO THIS 31st DAY OF DECEMBER, 2007:

HANDS ON VIDEO RELAY SERVICES, INC.
By:	/s/ Edmond Routhier
	Edmond Routhier, President
BILL M. McDONAGH, as Stockholders’ Agent
/s/ Bill M. McDonagh
Bill M. McDonagh

 

EX-99.1

Exhibit 99.1

CONTACTS:

GoAmerica
Laura Kowalcyk
Cubitt Jacobs & Prosek
lkowalcyk@cjpcom.com
212-279-3115 x209

GOAMERICA ANNOUNCES UPDATE TO CLOSING TIMETABLE AND
AMENDMENT TO ASSET PURCHASE AGREEMENT WITH MCI
COMMUNICATIONS SERVICES, INC.

        HACKENSACK, N.J., January 2, 2008 – GoAmerica, Inc. (NASDAQ: GOAM), a provider of communications services for people who are deaf, hard-of-hearing, or speech-disabled, today announced that it has entered into an amendment to its asset purchase agreement with MCI Communications Services, Inc. relating to the Company’s acquisition of Verizon’s Telecommunications Relay Services (TRS) division. The amendment extends the termination date of the asset purchase agreement to January 10, 2008, requires GoAmerica to increase its deposit from $1 million to $2 million and reduces the cash payment due from GoAmerica at closing by $4 million. The extension and amendment also provides for GoAmerica to release MCI from certain potential claims that could arise under the Asset Purchase Agreement.

        GoAmerica has extended the termination date applicable under its merger agreement with Hands On Video Relay Services, Inc. and its financing arrangements with Clearlake Capital Group, L.P. to January 10, 2008 as well.

Safe Harbor

        The statements contained in this news release that are not based on historical fact 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.