-----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, Cb7UZKR4riekoEN5UDlU2zMIMl2a7DztRgKH5GvcmhVSsDhs8uaEVdb7C8z1zHv7 kydiq6HJxYVEtndJPj6HiQ== 0001144204-04-016740.txt : 20041022 0001144204-04-016740.hdr.sgml : 20041022 20041022155338 ACCESSION NUMBER: 0001144204-04-016740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041022 DATE AS OF CHANGE: 20041022 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: 041091944 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 v07725.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 21, 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 21, 2004, the GoAmerica, Inc. (the "Company") Board of Directors elected David Lyons as a director to fill an existing vacancy. No determination has been made to date as to the Board committees on which Mr. Lyons will serve. There was no arrangement or understanding pursuant to which Mr. Lyons was elected as a director, and there are no related party transactions between Mr. Lyons and the Company. A copy of the Company's press release announcing Mr. Lyons' election is attached hereto as Exhibit 99.1, which is incorporated in this Item 5.02 by reference. Item 8.01. Other Events. On October 21, 2004, the Company issued a press release announcing that the Nasdaq Listing Qualifications Panel had notified the Company that the Company had remedied its minimum bid price deficiency (as previously disclosed by the Company) and that the Company's Common Stock would remain listed on The Nasdaq SmallCap Market. A copy of the press release is attached hereto as Exhibit 99.2, which is incorporated in this Item 8.01 by reference. Item 9.01. Financial Statements and Exhibits (c) 99.1 Press Release of GoAmerica, Inc., dated September 22, 2004, regarding David Lyons election to GoAmerica's Board of Directors 99.2 Press Release of GoAmerica, Inc., dated September 21, 2004, regarding GoAmerica regaining Nasdaq minimum bid price compliance 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 22, 2004 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of GoAmerica, Inc., dated September 22, 2004, regarding David Lyons election to GoAmerica's Board of Directors 99.2 Press Release of GoAmerica, Inc., dated September 21, 2004, regarding GoAmerica regaining Nasdaq minimum bid price compliance EX-99.1 2 v07725_ex91-1.txt Exhibit 99.1 [GoAmerica letterhead] Contact: Investor Relations investors@goamerica.com 201-996-1717 GOAMERICA NAMES DAVID LYONS TO ITS BOARD OF DIRECTORS Telecom Veteran Adds Extensive Operational and M&A Experience HACKENSACK, NJ--October 22, 2004--GoAmerica, Inc. (NASDAQ: GOAM), a leading provider of wireless telecommunication services for people with hearing loss, today announced the appointment of David Lyons to its board of directors. Mr. Lyons is currently a managing partner of the Nacio Investment Group, the holdings of which include a major interest in Nacio Systems, Inc., a managed hosting company providing outsourced infrastructure and communication services for mid-size businesses that the Nacio Investment Group acquired out of bankruptcy. Prior to joining Nacio in 2002, Mr. Lyons co-founded Globalnet VDS, a transaction services firm active in the consolidation of European voice and data telecommunications businesses. From 1998 to 2000, Mr. Lyons served as vice president of acquisitions for Expanets, Inc., a national provider of converged communications solutions founded by NorthWestern Corporation that acquired numerous local communications and data networking companies, as well as Lucent Technology's Growing and Emerging Markets (GEM) division. Previously, he was Chairman and CEO of Amnex, Inc. and held various executive management positions at Walker Telephone Systems, Inc. and Inter-tel, Inc. "David's more than 25 years of operational and M&A experience in the telecommunications industry--both domestically and internationally--will add a new dimension to GoAmerica's board, and provide valuable insight for the Company," said Dan Luis, GoAmerica's CEO. "We welcome David to the board and look forward to his contributions." "I look forward to working with the other members of the board, and the management team, to see GoAmerica's strategic growth plans fulfilled," said Lyons. Mr. Lyons holds a Juris Doctor degree from The John Marshall Law School in Chicago, Illinois and a Bachelor of Arts degree from Windham College in Putney, Vermont. ABOUT GOAMERICA GoAmerica 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, 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. EX-99.2 3 v07725_ex91-2.txt Exhibit 99.2 [GoAmerica letterhead] Contact: Investor Relations investors@goamerica.com 201-996-1717 GOAMERICA REGAINS NASDAQ COMPLIANCE WITH MINIMUM BID PRICE LISTING REQUIREMENT Company Stock To Continue To Trade On The Nasdaq Smallcap Market HACKENSACK, NJ--October 21, 2004--GoAmerica, Inc. (NASDAQ: GOAM and GOADC) today announced that it has been notified by The Nasdaq Stock Market's Listing Qualifications Panel that the Company has remedied its bid price deficiency, and that the Company's Common Stock will remain listed on The Nasdaq SmallCap Market. As previously announced, the Panel had granted GoAmerica a temporary exception to the $1.00 minimum bid price requirement, subject to certain interim conditions. Achieving a closing bid price above $1 per share by October 4, 2004 and maintaining it for 10 consecutive trading days were the final conditions to be met for continued listing of GoAmerica Common Stock on The Nasdaq SmallCap Market. "In addition to our recently added revenue sources such as wireless relay and pre-paid services, continued listing on The Nasdaq SmallCap Market is a valuable Company asset in our efforts to grow our business," said Dan Luis, CEO of GoAmerica. "Our cash, and our lack of any long-term debt, position us well as we expand our service offerings. We're pleased to have the listing compliance issue behind us." GoAmerica's ticker symbol, which was changed temporarily by Nasdaq to "GOAMC" and then to "GOADC" during the compliance period, will revert back to its original "GOAM" on October 22, 2004. ABOUT GOAMERICA GoAmerica 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, 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 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) 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", is also a trademark of GoAmerica. Other names may be trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----