-----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, B+UyfQX9By373A21PZmziBSrB4dqf0hLtnKftADjES7kSoxlRaP5pu9xHh1jcQwx t6orvvPUAsvGHNzRvM8XbA== 0001144204-04-000275.txt : 20040113 0001144204-04-000275.hdr.sgml : 20040113 20040113172524 ACCESSION NUMBER: 0001144204-04-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040112 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040113 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: 04523439 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 v01235_8k.txt FORM 8-K 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 12, 2004 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 notification from the Nasdaq Listing Qualifications Panel that the Company's temporary exception to the $1.00 minimum closing bid price per share requirement for continued listing on The Nasdaq SmallCap Market (pursuant to Nasdaq's recently amended Marketplace Rule 4310(c)(8)(D)) was extended through May 31, 2004. The Nasdaq Listings Qualifications Panel provided such additional time for compliance by the Company with Marketplace Rule 4310(c)(8)(D) because the Company remains in compliance with all other Nasdaq listing requirements and because the Company filed a preliminary proxy statement with the Securities and Exchange Commission pursuant to which the Company will be seeking shareholder approval of, among other things, granting the Company's Board of Directors the discretion to implement a reverse stock split if such action is required to maintain the Company's listing on the Nasdaq SmallCap Market. The Company issued a press release on January 13, 2004 with respect to the Nasdaq Listing Qualifications Panel determination described above. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release, dated January 13, 2004, issued by GoAmerica, Inc. 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: January 13, 2004 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release, dated January 13, 2004, issued by GoAmerica, Inc. 3 EX-99.1 3 v01235_ex99-1.txt PRESS RELEASE Exhibit 99.1 FOR: GoAmerica, Inc. CONTACTS: Investor Relations 201-996-1717 investors@goamerica.com GOAMERICA RECEIVES EXTENSION THROUGH MAY 2004 OF TEMPORARY EXEMPTION FROM NASDAQ'S $1 MINIMUM BID PRICE LISTING REQUIREMENT * * * Hackensack, NJ--January 13, 2004-- GoAmerica, Inc. (NASDAQ: GOAM) today announced that it received a notice from the Nasdaq Listing Qualifications Panel extending until May 31, 2004 GoAmerica's temporary exemption from the $1.00 minimum closing bid price per share requirement for continued listing on The Nasdaq SmallCap Market (pursuant to Nasdaq's newly amended Marketplace Rule 4310(c)(8)(D) as approved by the Securities and Exchange Commission (the "SEC") on December 23, 2003). In providing such additional time, the Nasdaq Listings Qualifications Panel noted that the Company is in compliance with all other Nasdaq listing requirements and that GoAmerica filed a preliminary proxy statement with the SEC on December 24, 2003, pursuant to which the Company will be seeking shareholder approval of, among other things, granting GoAmerica's Board of Directors the discretion to implement a reverse stock split if such action is required to maintain the Company's listing on the Nasdaq SmallCap Market. The Company has not yet announced the date of a special meeting of stockholders to vote on the matters presented, although it is anticipated that the meeting will be held in mid-February. Stockholders of record as of the close of business on December 31, 2003 will be entitled to receive notice of and vote at such special stockholders meeting. A proxy statement will be mailed to stockholders of record prior to the special meeting. About GoAmerica GoAmerica, Inc.'s aim is to improve the quality of life for people who are deaf or hard of hearing by being their premier provider of innovative communication services. These technology-based services are delivered through GoAmerica's wholly owned subsidiaries, including Wynd Communications Corporation, the leading provider of 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, visit www.goamerica.com or contact GoAmerica directly at TTY 800-549-2800, voice 805-781-6000. The statements contained in this news release that are not based on historical fact -including the statements regarding 2003, 2004 and 2005 revenues and profitability, subscriber metrics, the Company's plans and strategies, market opportunities, anticipated service offerings and other future plans and objectives, 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; (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. This press release is not a proxy statement and the Board of Directors of the Company is not soliciting any proxy pursuant to this press release. The Board of Directors presently intends to solicit proxies from the Company's stockholders, by filing a proxy statement with the SEC and delivering the proxy statement to the stockholders. If the Board of Directors does so, please read it carefully, because it will contain important information about the Company and the matters that the Board will ask the stockholders to consider and act upon. A description of the interests of the members of the Board of Directors in the Company is set forth in the proxy statement filed by the Company in connection with its December 19, 2003 annual meeting of stockholders. GoAmerica files reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. The SEC maintains an Internet world wide web site at http://www.sec.gov, that provides access, without charge, to such reports, proxy statements and other information. You can also obtain such reports, proxy statements and other information, without charge, from GoAmerica, by contacting Investor Relations, telephone: 201-996-1717, facsimile: 201-996-1772. # # # -----END PRIVACY-ENHANCED MESSAGE-----