-----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, CdTRgiPiA7/ezLUTW+9VE7pziLXFAmvbMFjfjLKvhcOsMcL34WG8yEAH2dCvoGku NKatuvl/cyWFKL2XNt3eNg== 0001144204-03-006499.txt : 20031027 0001144204-03-006499.hdr.sgml : 20031027 20031027145856 ACCESSION NUMBER: 0001144204-03-006499 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031027 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: 03958390 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 form8k.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): October 21, 2003 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 GoAmerica, Inc. (the "Company") received a determination from The Nasdaq Stock Market ("Nasdaq") Listings Qualifications Panel granting the Company additional time to regain compliance with Nasdaq's one dollar minimum bid price requirement. The Company also announced that it has scheduled its 2003 Annual Stockholders Meeting for December 19, 2003 and has set November 7, 2003 as the Record Date for determination of stockholders entitled to receive notice of and vote at the Company's Annual Stockholders Meeting. The Company has issued a press release disclosing the foregoing information. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release of GoAmerica, Inc. dated October 27, 2003. 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/ Daniel R. Luis ---------------------------- Daniel R. Luis Chief Executive Officer Dated: October 27, 2003 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release of GoAmerica, Inc. dated October 27, 2003. 3 EX-99.1 3 ex99_1.txt EXHIBIT 99.1 GOAMERICA RECEIVES TEMPORARY EXCEPTION TO NASDAQ'S $1 MINIMUM BID PRICE LISTING REQUIREMENT AND SETS DATE FOR ITS ANNUAL MEETING OF STOCKHOLDERS * * * Hackensack, NJ--October 27, 2003-- GoAmerica, Inc. (NASDAQ: GOAM), a developer and distributor of wireless data technology, today announced that it recently received a Nasdaq Listing Qualifications Panel Determination granting GoAmerica a temporary exception to the $1.00 minimum closing bid price per share requirement for continued listing on The Nasdaq SmallCap Market (as required by Nasdaq's Marketplace Rule 4310(c)(4)) through at least December 1, 2003. As previously announced, GoAmerica had appealed a late August 2003 Nasdaq Staff Determination that the Company's common stock be delisted for failure to satisfy the minimum bid price. The Nasdaq Listings Qualifications Panel provided such additional time for compliance by GoAmerica with Marketplace Rule 4310(c)(4) because GoAmerica is in compliance with all other Nasdaq listing requirements, and to allow for further developments in the Securities and Exchange Commission's rule-making process with respect to Nasdaq's proposal to change its minimum bid price rules. Nasdaq recently proposed certain modifications to its minimum bid price requirements, which modifications if adopted would provide GoAmerica with additional time to comply with the minimum bid price requirement. GoAmerica also announced today that its annual stockholders meeting will be held on December 19, 2003 at a time and location to be determined. The close of business on November 7, 2003 has been established by GoAmerica as the record date for determination of GoAmerica stockholders entitled to receive notice of and vote at the GoAmerica annual stockholders meeting. A proxy statement, together with GoAmerica's Annual Report on Form 10-K, will be mailed to stockholders of record prior to the annual meeting. About GoAmerica GoAmerica, Inc. is a developer of wireless data technology based in Hackensack, NJ that licenses its proprietary Go.Web(TM) technology to enterprises and individuals, providing mobile professionals with remote access to corporate databases and intranets, email and the Internet across a wide variety of mobile computing and wireless network devices. Through its wholly owned subsidiary, Wynd Communications Corporation, the Company provides wireless telecommunications services for people with hearing loss. Wynd Communications is a winner of the California Governor's Award for Excellence in Universal Design and Technology and has been recognized by both the Clinton and Bush Administrations for its commitment to Americans with disabilities. For more information on Go.Web, call 888-462-4600 or visit www.goamerica.net. For more information about Wynd services, visit http://www.wynd.com, or contact Wynd directly at TTY 800-549-2800, voice 805-781-6000 or e-mail: info@wynd.com. The statements contained in this news release that are not based on historical fact are "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 reduced capital resources and need for additional liquidity; (iii) our ability to fund our operating needs through available cash reserves; (iv) the impact on our business from our receiving a "going concern" opinion from our independent auditors; (v) our ability to successfully implement our strategic alliance with EarthLink; (vi) our dependence on EarthLink to provide billing, customer and technical support to our subscribers; (vii) our ability to consummate our proposed divestiture of our Go.Web assets promptly and on a satisfactory basis, (viii) our ability to respond to the rapid technological change of the wireless data industry and offer new services; (ix) our dependence on wireless carrier networks; (x) our ability to respond to increased competition in the wireless data industry; (xi) our ability to integrate acquired businesses and technologies; (xii) our ability to leverage strategic alliances to generate revenue growth; (xiii) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (xiv) our ability to manage our remaining operations. 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. 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", "Go.Web", "Go.Web Enterprise Server", "Mobile Office", and "OnPrem" are trademarks or service marks of GoAmerica, Inc. "WyndTell", "Deafwireless", and "Deafwireless Superstore" are trademarks or service marks of Wynd Communications Corporation. Other names may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----