-----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, JX/CzWSmPHpJWSliF56rAUaI4sRWnoJSIQRjZVIMcHeCUqYcKuEKCP+vHbBGUnoW nDRNfx5UV9PTthfg3neV6g== 0001144204-03-008010.txt : 20031201 0001144204-03-008010.hdr.sgml : 20031201 20031201134449 ACCESSION NUMBER: 0001144204-03-008010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031201 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031201 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: 031029593 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): December 1, 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") issued a press release regarding its anticipated continued listing on The Nasdaq SmallCap Market pursuant to the temporary exception from compliance with Nasdaq's one dollar minimum bid price requirement (Nasdaq Marketplace Rule 4310(c)(4)) that Nasdaq granted the Company on October 21, 2003. The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release of GoAmerica, Inc. dated December 1, 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: December 1, 2003 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release of GoAmerica, Inc. dated December 1, 2003. 3 EX-99.1 3 ex-99_1.txt EXHIBIT 99.1 GOAMERICA PROVIDES UPDATE ON CONTINUED LISTING ON NASDAQ SMALLCAP MARKET * * * Hackensack, NJ--December 1, 2003 -- GOAMERICA, INC. (NASDAQ: GOAM), a developer and distributor of wireless data technology, today announced that it updated Nasdaq during November 2003 regarding the Company's plans to regain compliance with Nasdaq Marketplace Rule 4310(c)(4), the minimum bid price requirement. Formal action by Nasdaq was neither requested nor anticipated by the Company, however the Company believes that as long as it remains in compliance with all other Nasdaq SmallCap Market listing requirements and the SEC does not make an adverse determination regarding Nasdaq's bid price exception proposal prior to the Company's implementation of its plans, the Company's common stock will continue to trade on the Nasdaq SmallCap Market. As previously announced, in October 2003, The Nasdaq Listings Qualifications Panel provided GoAmerica with additional time to regain compliance with the minimum bid price requirement after GoAmerica appealed the Nasdaq Staff's August 2003 delisting determination. Similar to the settlement with its landlord disclosed in its Current Report on Form 8-K filed on November 24, 2003, the Company continues to negotiate its liabilities with certain creditors in order to improve the Company's financial condition. Additionally, as reported in its Quarterly Report on Form 10-Q for the period ended September 30, 2003, the Company has retained an outside advisor to assist the Company with exploring equity placements that would enable the Company to continue its operations. The Company expects to provide an update on its plans no later than its Annual Meeting of Stockholders scheduled for December 19, 2003. 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) our ability to raise additional equity and renegotiate liabilities before our cash resources are fully depleted; (v) the impact on our business from our receiving a "going concern" opinion from our independent auditors; (vi) our ability to successfully implement our strategic alliance with EarthLink; (vii) our dependence on EarthLink to provide billing, customer and technical support to our subscribers; (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; and (xv) 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. 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-----