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): March 10, 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 On March 10, 2004, GoAmerica, Inc. (the "Company) issued a press release announcing that it had received stockholder approval at the special meeting of stockholders (the "Meeting") held on March 10, 2004 with respect to the previously announced equity financing (the "Financing") and that the Financing closed upon conclusion of the Meeting. Two other proposals presented to Company stockholders at the Meeting were also approved. In addition to approving the Financing, the Company's stockholders also authorized the Company's Board of Directors to (i) effect a reverse stock split at one of five pre-determined ratios if necessary to maintain the Company's listing on the Nasdaq SmallCap Market, and (ii) amend the Company's restated certificate of incorporation to increase the number of authorized shares of the Company's common stock, par value $.01 (the "Common Stock"), from 200 million to 350 million. The Company also announced that Donald Barnhart had been appointed as the Company's Chief Financial Officer. Previously, Mr. Barnhart had been Vice President, Controller of the Company since 1999. A copy of the press release described in this Item 5 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also on March 10, 2004, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2003 and a Registration Statement on Form S-3 with the Securities and Exchange Commission. The Registration Statement was filed to register for resale the shares of Common Stock and shares of Common Stock underlying warrants issued in connection with the Financing and to certain creditors of the Company. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits The following Exhibit is furnished as part of this Current Report on Form 8-K: 99.1 Press Release of GoAmerica, Inc., dated March 10, 2004, regarding closing of equity financing. 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: March 11, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release of GoAmerica, Inc., dated March 10, 2004, regarding closing of equity financing.