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