-----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, GsIQ59oZ/wY4vIEWAo8IdxY0f6t597f8FW2HkUzsg5WY5zAFaigcqon8B2AJrE7q 8y0vKJnYlz12+fHmGGXDxQ== 0001144204-03-000117.txt : 20030114 0001144204-03-000117.hdr.sgml : 20030114 20030113160526 ACCESSION NUMBER: 0001144204-03-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030109 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030113 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: 03512311 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 doc1.txt 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) January 9, 2002 GOAMERICA, INC. --------------- (Exact Name of Registrant as Specified in 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 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On January 9, 2003, GoAmerica, Inc., a Delaware corporation (the "Company"), announced the following changes to its management and Board of Directors: - - Dan Luis, former President and COO of the Company, was appointed Chief Executive Officer and appointed a director to complete the remaining term of Brian Bailey (see below); - - Aaron Dobrinsky, former Chairman and Chief Executive Officer of the Company, was named Executive Chairman; - - King R. Lee, an industry veteran, was elected by the Board on January 9, 2003 to complete the remaining term of Adam Dell (see below); and - - Adam Dell of Impact Venture Partners and Brian Bailey of Carousel Capital resigned from the Board. Neither Mr. Dell nor Mr. Bailey expressed any disagreements with the Company on any matters relating to the Company's operations, policies or practices and therefore, the Company is reporting these resignations under Item 5 rather than Item 6. A copy of the press release relating to such management and Board changes is furnished as Exhibit 99.1 but is not filed or incorporated herein except to the extent necessary for compliance with Regulation FD (see Item 9 below). Copies of the resignation letters of Messrs. Dell and Bailey are attached to this Report as Exhibits 99.2 and 99.3, respectively. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Except to the extent identified in Item 9 of this Report, the following Exhibits are filed as part of this Report on Form 8-K: 99.1 Press Release of GoAmerica, Inc. dated January 9, 2003. 99.2 Letter of Resignation of Adam Dell. 99.3 Letter of Resignation of Brian Bailey. ITEM 9. REGULATION FD DISCLOSURE. The Company is furnishing under Item 9 of this Current Report on Form 8-K the information included as Exhibit 99.1 to this report. Exhibit 99.1 is the Company's news release, dated January 9, 2003, that reports the Company's management and Board changes. The information in this Current Report on Form 8-K under Item 9, including the subject exhibit, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of either the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. 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/ Francis J. Elenio ----------------------------- Name: Francis J. Elenio Title: Chief Financial Officer and Secretary Date: January 13, 2003 EXHIBIT INDEX Exhibit No. Description - ------------ ----------- 99.1 Press Release of GoAmerica, Inc. dated January 9, 2003. 99.2 Letter of Resignation of Adam Dell. 99.3 Letter of Resignation of Brian Bailey. EX-99.1 3 doc2.txt Exhibit 99.1 GOAMERICA STRENGTHENS MANAGEMENT STRUCTURE AND BOARD OF DIRECTORS - -Company Names Dan Luis CEO- - --Founder, Aaron Dobrinsky, Assumes Role of Executive Chairman to Focus on Strategic Initiatives-- Hackensack, NJ - January 9, 2003 - GoAmerica, Inc. (NASDAQ: GOAM), a leading wireless data solutions provider, today named Dan Luis chief executive officer. In this role, Luis is responsible for setting the priorities, pace, and goals for the company as well as managing day-to-day operations. Luis will also join GoAmerica's board of directors. Aaron Dobrinsky, wireless industry veteran and GoAmerica's founder, will remain as executive chairman of the board of directors. As such, he will focus on bringing increased value to GoAmerica stockholders through continued strategic initiatives such as the recent alliance with EarthLink. Also announced today is the appointment of high tech and business veteran King R. Lee, 62, to GoAmerica's board of directors. Luis, 36, becomes CEO as GoAmerica focuses on extending its five-quarter track record of increased margins and reduced cash burn. Luis, who became president and COO of GoAmerica in May 2002, was tasked with leading the company's operations through a refinement of its strategy and the implementation of a comprehensive strategic alliance with EarthLink (NASDAQ: ELNK). "Today's news represents a milestone in the strategic re-focusing of the company as outlined late last year," said Dobrinsky. "In strengthening our board and appointing Dan as CEO, we are maintaining our commitment to leadership in the wireless data industry. Since assuming the role of president in May, Dan has shown a passion for the company and has demonstrated a results-oriented leadership style. Dan's focus on operational efficiency and a dedication to the refinement of our business model makes him a strong complement to our leadership team and a key ingredient in achieving the promise of GoAmerica's future." "I am energized by the potential I see before us and am excited to take on a greater role leading GoAmerica through this pivotal time," said Luis. "Our primary objective is to build our company profitably and we continue to take the prudent steps necessary to achieve this goal. GoAmerica's strengths in technology and distribution enable us to grow our business very efficiently. As we enter 2003, GoAmerica is poised to capture the potential it has envisioned for so long and I am honored that Aaron and the rest of the board have invited me to help lead the company into its future." "Also today, we welcome King R. Lee to our board of directors," continued Dobrinsky. "A true business veteran, Lee has played a pivotal role in forming and growing over a dozen technology companies and brings a wealth of corporate finance and management expertise to our team." "I am pleased to join the board and look forward to working with Dan as he takes on this expanded leadership role with the company," said Lee. "I feel strongly that Dan possesses the talents necessary to successfully execute GoAmerica's strategic plan, allowing Aaron to shift his focus from day-to-day management of operations to the evolution of GoAmerica's long term financial and strategic objectives." Dan Luis's and King R. Lee's appointments to the board are effective immediately. They will be replacing Brian Bailey and Adam Dell who recently resigned from GoAmerica's board. ABOUT DAN LUIS Luis first joined GoAmerica in 2000 when Wynd Communications, which he co-founded, was acquired by GoAmerica. Since that time, Luis has taken on various management positions within the company, including his most recent role as president and COO for which he relocated from GoAmerica's West Coast office to its headquarters in New Jersey. In 1994, Luis was one of four founding members of Wynd and served as its vice president of business development until 1998 when he became Wynd's president and CEO. During his tenure, Luis successfully restructured Wynd's operations, turning it in to the fastest growing and largest provider of wireless data services to people who are deaf or hard of hearing. He also established a track record for delivering value-added services to customers while improving customer retention and growing Wynd's average revenue per user and gross margins. Prior to Wynd, Luis held sales, marketing and management positions at Contel of California, a telecommunications company and CallAmerica, a value-added business telecommunications service provider. Luis holds Bachelor of Science and Master of Business Administration degrees from California Polytechnic State University. About King Lee King R. Lee's background includes an impressive track record of increasing shareholder value for several public and private companies. Lee served as CEO of Quarterdeck Corporation, a publisher of utility, PC communication and Internet software, where he oversaw the restructuring of the company's worldwide operations, leading to an increase in the company's market capitalization from $50 million to over $500 million. Prior to that, Lee helped co-found Wynd Communications in 1994 and served as CEO and chairman of the company's board until 1998. Lee continued to serve as a director on Wynd's board until the company was acquired by GoAmerica in 2000. Lee also served as CEO of XTree Company, a publisher of file management and network software products. During his tenure at XTree, the company grew 1,700% and was eventually sold to Symantec (NASDAQ: SYMC). Lee's background also includes a highly successful career in consumer products with experience at General Mills, Inc. and Lever Brothers where he marketed products both nationally and internationally. Currently, Lee serves as a director for a number of private technology companies. Lee has also served on and as an advisor to the boards of directors of several other high tech businesses, both public and private. About GoAmerica GoAmerica, Inc. is a leading wireless data and Internet solutions provider based in Hackensack, NJ. GoAmerica enables its individual and business subscribers to access remotely corporate databases and intranets, email and the Internet by delivering its proprietary technology through a wide variety of mobile computing and wireless network devices. Through its Wireless Internet Connectivity Center, GoAmerica offers its subscribers comprehensive and flexible mobile data solutions for wireless Internet access by providing wireless network services, mobile devices, and subscriber service support. For more information, call 888-462-4600 or visit http://www.goamerica.net. This news release contains certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. 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 successfully implement our strategic alliance with EarthLink; (iii) our dependence on EarthLink to provide billing, customer and technical support to our subscribers; (iv) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (v) our dependence on wireless carrier networks; (vi) our ability to respond to increased competition in the wireless data industry; (vii) our ability to integrate acquired businesses and technologies; (viii) our ability to leverage strategic alliances to generate revenue growth; (ix) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; (x) our ability to manage expanded operations; (xi) our ability to divest our CDPD subscribers in a timely manner to EarthLink; and (xii) our estimate of our ability to fund our operating needs through available cash reserves. As a result of such risks and others expressed from time to time in our filings with the Securities and Exchange Commission, our actual results may differ materially from the results discussed in or implied by the forward-looking statements contained herein. "GoAmerica," "Go.Web," "Mobile Office" and "OnPrem" are trademarks or service marks of GoAmerica, Inc. Other names may be trademarks of their respective owners. EX-99.2 4 doc3.txt Exhibit 99.2 [Impact Venture Partners letterhead] December 17, 2002 Aaron Dobrinsky, Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Dear Aaron, Due to a number of pressing commitments, I feel that I can no longer commit the time and energy necessary to serve as a member of the Board of Directors of GoAmerica. Accordingly, please consider this letter to be my resignation from the Board of Directors of GoAmerica, effective as of the date hereof. Please be assured that I have no disagreement with GoAmerica on any matter relating to the Company's operations, policies or practices. I wish GoAmerica a successful future. Sincerely, /s/ Adam Dell Adam Dell EX-99.3 5 doc4.txt Exhibit 99.3 [Capital Carousel letterhead] December 18, 2002 Mr. Aaron Dobrinsky Chairman & CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, New Jersey 07601 Dear Aaron: In light of Carousel's recent sale of its GoAmerica shares, Carousel's counsel has advised me that I should no longer serve as a member of the Board of Directors of GoAmerica. Accordingly, please consider this letter to be my resignation from the Board of Directors of GoAmerica and from its Compensation Committee, effective as of the date hereof. I wish GoAmerica a successful future. Sincerely yours, /s/ Brian D. Bailey Brian D. Bailey -----END PRIVACY-ENHANCED MESSAGE-----