-----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, U8OddHHuzejl5+KL9DexHU6lzpyYLKLO+TTGdtpAtOmZdO3uvZr9x/Iq+BF4iiOm tTHcyzt/2x5nCxOLAZb93g== 0001144204-04-012597.txt : 20040819 0001144204-04-012597.hdr.sgml : 20040819 20040819094847 ACCESSION NUMBER: 0001144204-04-012597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040819 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: 04985316 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 v06045.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): August 17, 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 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 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 August 19, 2004. 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: August 19, 2004 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release of GoAmerica, Inc. dated August 19, 2004. 3 EX-99.1 2 v06045_ex99-1.txt EXHIBIT 99.1 [GoAmerica letterhead] CONTACTS: Investor Relations 201-996-1717 investors@goamerica.net GOAMERICA RECEIVES TEMPORARY EXCEPTION TO NASDAQ'S $1 MINIMUM BID PRICE LISTING REQUIREMENT * * * TRADING SYMBOL CHANGED DURING CONDITIONAL LISTING Hackensack, NJ--August 19, 2004-- GOAMERICA, INC. (NASDAQ: GOAM AND GOAMC) today announced that it has 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 October 4, 2004, subject to certain conditions. As previously announced, GoAmerica had appealed a June 2004 Nasdaq Staff Determination that the Company's Common Stock be delisted for failure to satisfy the minimum bid price by May 31, 2004. 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; however, the temporary exception also provides interim deadlines for certain actions the Company must complete as part of the process of remedying its bid price deficiency. The Company believes that it can meet these conditions, however, there can be no assurance that it will do so. In connection with the temporary exception, Nasdaq has appended a fifth character "C" to GoAmerica's regular "GOAM" trading symbol, effective as of the commencement of trading on the Nasdaq SmallCap Market on August 19, 2004, so that GoAmerica's trading symbol will be "GOAMC" for the duration of the exception. In the event that the Company's Common Stock ceases to be listed on The Nasdaq SmallCap Market, the Company expects to be immediately listed in the OTC-Bulletin Board maintained by Nasdaq. ABOUT GOAMERICA GoAmerica(R) is a leading provider of wireless telecommunications services for people with hearing loss. The Company's vision 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. WyndTell(R)--a GoAmerica service--is the wireless service of choice for thousands of deaf consumers across the U. S., and was recognized for Excellence in Universal Design and Technology, by the California Governor's Committee for the Employment of Disabled Persons. For more information, visit www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717. 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 ability to successfully manage our strategic alliance with EarthLink; (iii) our dependence on EarthLink to provide billing, customer and technical support to certain of 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 generate revenue growth; (ix) our ability to increase or maintain gross margins, profitability, liquidity and capital resources; and (x) our ability to manage our remaining operations; and (xi) 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" and "WyndTell" are registered trademarks of GoAmerica. "Go.Web", "Go.Web Enterprise Server", "Mobile Office", and "OnPrem" are also trademarks or service marks of GoAmerica. Other names may be trademarks of their respective owners. # # # -----END PRIVACY-ENHANCED MESSAGE-----