8-K 1 v09598.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): November 30, 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 3.02 Unregistered Sale of Equity Securities Pursuant to an Asset Purchase Agreement, dated as of November 30, 2004, between GoAmerica, Inc. ("GoAmerica") and GoAmerica Communications Corp., a wholly owned subsidiary of GoAmerica (collectively, the "Company"), and Alan Cohnen (the "Seller"), the Company purchased certain assets of the Seller relating to wireless products, services and accessories in consideration of the issuance of 30,000 shares of GoAmerica common stock (the "Shares") and approximately $75,000 in cash. The value of the Shares was approximately $300,000, based on the average closing price of GoAmerica's common stock as reported by Nasdaq over the 15 trading days preceding closing of the transaction. The Shares are being issued to the Seller pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. GoAmerica relied on various representations of Seller concerning Seller's investment intent and sophistication in agreeing to issue the Shares, and the Seller received certain standard piggy-back registration rights with respect to the Shares. 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: December 3, 2004