8-K

UNITED STATES

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): March 1, 2006

GOAMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-29359	22-3693371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM. 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On March 1, 2006, GoAmerica, Inc. (the “Company”) announced its receipt of a letter from Hands On, dated March 1, 2006, in which Hands On purportedly terminated the merger agreement among the parties. Hands On stockholders had approved the proposed merger with GoAmerica at special Hands On stockholder meetings held on February 22, 2006. A Special Meeting of GoAmerica Stockholders relating to the Company’s proposed merger with Hands On was scheduled for March 13, 2006, adjourned from February 27, 2006 in order to allow GoAmerica to achieve a quorum with respect to the Special Meeting. As of March 6, 2006, the Company had achieved a quorum and received votes overwhelmingly in favor of the Hands On merger. Subsequent discussions between the parties did not provide a basis to pursue the merger.

The Company has issued a press release regarding its cancellation of its Special Meeting of Stockholders and its determination not to pursue its proposed merger with Hands On, a copy of which is filed with this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1 Press Release of GoAmerica, Inc. dated March 7, 2006

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: March 7, 2006

Exhibit Index

Exhibit 99.1 Press Release of GoAmerica, Inc. dated March 7, 2006

EX-99.1

Exhibit 99.1

[GoAmerica letterhead]

CONTACT:

Investor Relations

201-996-1717

investors@goamerica.com

GOAMERICA - HANDS ON MERGER TERMINATED

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Special Stockholder Meeting Canceled

HACKENSACK, NJ - March 7, 2006 -- GoAmerica, Inc. (NASDAQ: GOAM) announced today that it has canceled the Special Meeting of GoAmerica Stockholders scheduled for March 13, 2006, relating to GoAmerica’s proposed merger with Hands On, a privately owned video relay and interpreting service provider.

As previously announced, Hands On sent GoAmerica a letter, dated March 1, 2006, purporting to terminate the merger agreement. GoAmerica’s Board expressed disappointment and surprise at Hands On’s actions as GoAmerica had achieved a quorum in its shareholder vote as of yesterday, with results overwhelmingly in favor of completing the merger, and Hands On’s shareholders had approved the merger on February 22, 2006.

In light of these events, GoAmerica will no longer be pursuing the merger with Hands On.

GoAmerica is notifying Hands On to commence repayment of approximately $600,000 pursuant to a short-term loan agreement between the parties, which loans are secured by liens on Hands On assets. GoAmerica has reserved its rights to continue to pursue legal options related to the termination of the merger, and its Board and Management are evaluating alternative approaches to entering the market for video relay services.

About GoAmerica

GoAmerica provides a wide range of wireless, relay and prepaid communications services, customized for people who are deaf, hard-of-hearing or speech impaired.  The Company's vision is to improve the quality of life of its customers by being their premier provider of innovative communication services. For more information on the Company or its services, visit http://www.goamerica.com or contact GoAmerica directly at TTY 201-527-1520, voice 201-996-1717 or via Internet relay by visiting http://www.i711.com.

Safe Harbor

The statements contained in this news release that are not based on historical fact are "forward-looking statements" that are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  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 those of GoAmerica including:  (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. GoAmerica is not obligated to update and does not undertake to update any of its forward looking statements made in this press release. 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” is a registered trademark of GoAmerica.  “i711”, “i711.com”, and “Clear Mobile” are trademarks, and “Relay and Beyond” is a service mark of GoAmerica.  Other names may be trademarks of their respective owners.

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