-----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, N0AgPArgjpaU+2q+W/Dq531a/JeC9fQ5roSN9t22kojy89wP9EbQCQYJLY88na49 oIBrNJXTLC0ZnPPE2BWKvQ== 0001144204-04-015719.txt : 20041005 0001144204-04-015719.hdr.sgml : 20041005 20041005114444 ACCESSION NUMBER: 0001144204-04-015719 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 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: 041064835 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 1, 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 3.01(A). NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD On October 1, 2004, GoAmerica, Inc. (the "Company") filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of one-for-eight as authorized by the Company's stockholders at a Special Meeting of Stockholders on September 30, 2004. On October 4, 2004, the Company issued a press release regarding the reverse stock split prior to the commencement of market trading, a copy of which is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. As previously reported, the Company 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, providing that the closing bid price of GoAmerica common stock shares must be $1.00 or more per share by October 4, 2004, and for at least ten consecutive trading days thereupon. Nasdaq reported the closing price of GoAmerica's common stock on October 4, 2004 at $3.53 per share. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of GoAmerica, Inc. dated October 4, 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: October 5, 2004 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release of GoAmerica, Inc. dated October 4, 2004 EX-99 2 ex99.txt EXHIBIT 99.1 [GoAmerica Letterhead] CONTACT: Investor Relations 201-996-1717 investors@goamerica.com GOAMERICA REVERSE STOCK SPLIT IMPLEMENTED Action Effects Split Authorized By Stockholders at Special Meeting Hackensack, NJ--October 4, 2004-- GoAmerica, Inc. (Nasdaq: GOAM and GOADC) today announced that it has filed an amendment to its Amended and Restated Certificate of Incorporation to effect a reverse stock split of GoAmerica's common stock based upon a ratio of one-for-eight. At a special meeting of stockholders held September 30, 2004, the stockholders of GoAmerica voted to grant the Board of Directors the authority to effect the reverse stock split of GoAmerica's common stock in order to comply with Nasdaq Marketplace Rule 4310(c)(4), which requires a $1.00 minimum closing bid price per share for continued listing of GoAmerica's stock on the Nasdaq SmallCap Market. As previously announced, the Nasdaq granted GoAmerica an exception in August 2004 to achieve a compliant bid price by October 4, 2004 and for no less than nine consecutive trading days thereafter provided the Company continues to remain in compliance with all other listing requirements. The record date for the reverse stock split is Friday, October 1, 2004 and the reverse stock split was effective as of the close of trading on that same day. On a pre-split basis, GoAmerica had 16,309,745 shares of common stock outstanding. The reverse stock split reduced the number of shares of common stock outstanding to approximately 2,038,715. The reverse stock split affects all GoAmerica common stock, stock options and warrants outstanding immediately prior to the effective time of the reverse stock split. GoAmerica will pay cash in lieu of fractional shares based on the daily average of the high and low prices of the common stock as reported on the Nasdaq Small Cap Market for the five trading-day period ending on the sixth trading-day after the effective time of the reverse split. Stockholders as of the record date will receive instructions for exchanging pre-split old common stock certificates for post-split new common stock certificates from GoAmerica's transfer agent, American Stock Transfer & Trust Company. For more information regarding the reverse stock split, stockholders are urged to review the Company's Proxy Statement dated September 14, 2004. Upon commencement of the bid price compliance extension period that began in August 2004, Nasdaq amended GoAmerica's ticker symbol to "GOAMC", with the appended "C" indicating such extension. In order to indicate to the investment community the effect of the reverse split in addition to the bid price compliance period, Nasdaq has amended GoAmerica's ticker symbol to "GOADC" temporarily, commencing on Monday, October 4, 2004. Upon GoAmerica's achievement of minimum bid price compliance, the Company's ticker symbol is expected to change to "GOAMD". Assuming such price compliance, the Company's ticker symbol will revert to its original "GOAM" twenty trading days after post-split trading begins. In May 2004, GoAmerica effected a one-for-ten reverse stock split in an effort to meet the Nasdaq SmallCap Market's minimum bid price rule, but was unable to maintain the required price for the entire ten trading-day compliance period. The Company expects to release its earnings and file its Quarterly Report on Form 10-Q for the period ended September 30, 2004 within the prescribed timeframes of the Securities Exchange Act of 1934, as amended, and the applicable provisions of the Sarbanes-Oxley Act of 2002. 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. 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" is also a trademark of GoAmerica. Other names may be trademarks of their respective owners. # # # -----END PRIVACY-ENHANCED MESSAGE-----